AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY , 1999

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

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

DELAWARE 7990 65-0676005
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)

(FOR CO-REGISTRANTS, PLEASE SEE "TABLE OF CO-REGISTRANTS"
ON THE FOLLOWING PAGE)

450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FL 33301
(954) 712-1300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

RICHARD L. HANDLEY, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
FLORIDA PANTHERS HOLDINGS, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FL 33301
(954) 712-1300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

If any of 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. [ ]

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

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

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PROPOSED
AMOUNT MAXIMUM PROPOSED AMOUNT OF
TITLE OF EACH CLASS TO BE OFFERING PRICE MAXIMUM REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PER NOTE(1) OFFERING PRICE FEE
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9 7/8% Senior Subordinated
Notes due 2009.............. $340,000,000 100% $340,000,000 $94,520
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Guarantees(2)................. (3) (3) (3) (3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2) The Company's domestic subsidiaries, listed in the table on the following
page (the "Guarantors"), have guaranteed on a senior subordinated unsecured
basis, jointly and severally, the payment of the principal of, premium, if
any, and interest on the 9 7/8% Senior Subordinated Notes due 2009 being
registered hereby (the "Guarantees"). The Guarantors are registering the
Guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, as
amended, no registration fee is required with respect to the Guarantees.
(3) Not applicable.
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2

TABLE OF CO-REGISTRANTS

PRIMARY STANDARD
STATE OF INDUSTRIAL I.R.S. EMPLOYER
INCORPORATION/ CLASSIFICATION IDENTIFICATION
NAME OF ADDITIONAL REGISTRANT FORMATION CODE CODE
----------------------------- -------------- ---------------- ---------------

2301 Mgt., Ltd.............................. Florida 7990 65-0430545
2301 SE 17th St, Inc........................ Florida 7990 65-0396845
2301 SE 17th St., Ltd....................... Florida 7990 65-0407836
Arena Development Company, Inc.............. Florida 7990 65-0679602
Arena Development Company, Ltd.............. Florida 7990 65-0683997
Arena Operating Company, Inc................ Florida 7990 65-0679603
Arena Operating Company, Ltd................ Florida 7990 65-0683996
Biltmore Hotel Partners, L.L.L.P............ Arizona 7990 86-0704894
Boca By Design, Inc......................... Florida 7990 --
Boca Raton Caterers, Inc.................... Florida 7990 --
Boca Raton Resort and Club, Inc............. Florida 7990 --
Coyote Holdings, Inc........................ Delaware 7990 65-0812749
Decoma Investment, Inc. I................... Texas 7990 76-0154871
Decoma Investment, Inc. II.................. Texas 7990 76-0156358
Desert Jewel Destinations LLC............... Arizona 7990 --
Florida Golf Management, Inc................ Florida 7990 65-0793088
Florida Hospitality Services, Inc........... Florida 7990 65-0301371
Florida Panthers Hockey Club, Inc........... Florida 7990 65-0379490
Florida Panthers Hockey Club, Ltd........... Florida 7990 65-0401302
Florida Panthers Hotel Corporation.......... Delaware 7990 65-0909990
Florida Panthers Ice Ventures, Inc.......... Florida 7990 65-0722833
Florida Panthers Naples, Inc................ Florida 7990 65-0792647
FPH Management, Inc......................... Florida 7990 65-0792649
FPH/RHI Merger Corp......................... Florida 7990 65-0911243
LeHill Partners L.P......................... Delaware 7990 36-4005255
Mizner Center, Inc.......................... Florida 7990 --
Panthers AHL Hockey Corp.................... Florida 7990 65-0815101
Panthers Boca General Partner, Inc.......... Florida 7990 65-0762243
Panthers Boca Limited Partner, Inc.......... Florida 7990 65-0762244
Panthers BRGP Corporation................... Florida 7990 65-0762241
Panthers BRHC Limited....................... Florida 7990 65-0762249
Panthers BRHC Management Corporation........ Florida 7990 65-0762234
Panthers BRLP Corporation................... Florida 7990 65-0762238
Panthers Edgewater Resort, Inc.............. Delaware 7990 65-0811827
Panthers Grey Oaks, Inc..................... Florida 7990 65-0851608
Panthers Planation Golf, Inc................ Florida 7990 65-0863399
Panthers RPN Limited........................ Florida 7990 65-0826143
Pelican Hill Associates, L.P................ Delaware 7990 36-4005258
PER, L.L.C.................................. Delaware 7990 --
Rahn Bahia, Inc............................. Florida 7990 65-0498957
Rahn Bahia Mar, G.P......................... Florida 7990 65-0498953
Rahn Bahia Mar, Inc......................... Florida 7990 65-0498959
Rahn Bahia Mar, Ltd......................... Florida 7990 65-0485440
Rahn Bahia Mar Mgmt., Inc................... Florida 7990 65-0500488
Rahn Pier, Inc.............................. Florida 7990 65-0418131
Rahn Pier Mgt., Inc......................... Florida 7990 65-0093227
ResortHill, Inc............................. Illinois 7990 36-4005260
Wright-Bilt Corp............................ Delaware 7990 65-0811829

OFFER TO EXCHANGE

9 7/8% SENIOR SUBORDINATED NOTES DUE 2009, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL
OUTSTANDING 9 7/8% SENIOR SUBORDINATED NOTES DUE 2009
WHICH HAVE NOT BEEN SO REGISTERED
OF

FLORIDA PANTHERS HOLDINGS, INC.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JUNE , 1999, UNLESS EXTENDED

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

Florida Panthers Holdings, Inc., a Delaware corporation (the "Company"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together constitute
the "Exchange Offer"), to exchange up to $340,000,000 aggregate principal amount
of 9 7/8% Senior Subordinated Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount at maturity of the issued and outstanding 9 7/8%
Senior Subordinated Notes due 2009 (the "Old Notes," and, together with the New
Notes, the "Notes") from the holders (the "Holders") thereof. The terms of the
New Notes are substantially identical in all material respects to the Old Notes,
except for certain transfer restrictions and registration rights relating to the
Old Notes. We issued $340,000,000 aggregate principal amount of Old Notes on
April 15, 1999, pursuant to exemptions from, or transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws (the "Private Debt Offering"). The New Notes will be issued pursuant to an
indenture dated as of April 21, 1999 between the Company and The Bank of New
York (the "Trustee"). Set forth below is a summary of the terms of the Notes
offered by this Prospectus. For more detail see "Description of Notes."

o INTEREST

The Notes have a fixed annual rate of 9 7/8% which will be paid every six
months on April 15 and October 15, commencing October 15, 1999.

o MATURITY

The Notes will mature on April 15, 2009.

o GUARANTEES

If we cannot make payments on the Notes when they are due, our existing
subsidiaries have guaranteed the Notes and must make payments instead. Certain
of our future subsidiaries will also guarantee the Notes.

The Notes are unsecured obligations of our Company and the Guarantees are
unsecured obligations of the guarantor subsidiaries.

o MANDATORY OFFER TO REPURCHASE

If we sell certain assets or experience specific kinds of changes in control,
we must offer to repurchase the Notes.

o RANKING

The Notes and the Guarantees are subordinated to our current and future senior
debt.

If we or any guarantor subsidiary goes into bankruptcy, payments on the Notes
will only be made after our senior debt or the senior debt of such guarantor
subsidiary has been paid in full.

o REDEMPTION

At any time on or after April 15, 2004, we may, at our option, redeem the
Notes at the prices set forth in this Prospectus.

At any time on or prior to April 15, 2002, we may redeem up to 35% of the
principal amount of the Notes with the proceeds of certain equity offerings by
us.

THIS INVESTMENT INVOLVES RISKS. SEE THE RISK FACTORS SECTION BEGINNING ON PAGE
17.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR
STATE AGENCY HAS PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE
INVESTMENT MERITS OF THE NEW NOTES OFFERED HEREBY. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May , 1999
4

The New Notes are general unsecured obligations of the Company and are
subordinated in right of payment to all existing and future senior debt of the
Company. The New Notes rank equal to any future senior subordinated indebtedness
of the Company and rank senior in right of payment to all other subordinated
obligations of the Company. The New Notes are unconditionally guaranteed (the
"Guarantees") on a senior subordinated basis by all of our existing and certain
future subsidiaries (the "Guarantors"). The Guarantees are general unsecured
obligations of the Guarantors and are subordinated in right of payment to all
existing and future senior debt of the Guarantors. The Guarantees rank equal to
any future senior subordinated indebtedness of the Guarantors and rank senior in
right of payment to all other subordinated obligations of the Guarantors. The
Indenture permits us to incur additional indebtedness, including senior debt
under our senior credit facilities. See "Description of the Notes."

For each Old Note accepted for exchange, the Holder thereof will receive a
New Note having a principal amount equal to that of the surrendered Old Note.
The New Notes will bear interest from the date of initial issuance of the New
Notes, plus an amount equal to the accrued interest on the Old Notes from the
most recent date to which interest has been paid to the date of exchange thereof
for New Notes. Old Notes accepted for exchange will cease to accrue interest
upon issuance of the New Notes. Holders of Old Notes accepted for exchange will
not receive any payment in respect of accrued interest on such Old Notes.

The New Notes are being offered hereunder in order to satisfy certain
obligations of ours contained in a Registration Rights Agreement between us and
the initial purchasers of the Old Notes. We are making the Exchange Offer
pursuant to the Registration Statement of which this Prospectus is a part in
reliance upon the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in certain no-action letters addressed
to other parties in other transactions. However, we have not sought our own
no-action letter and there can be no assurance that the staff of the Commission
would make a similar determination with respect to the Exchange Offer. Based on
the interpretations by the staff of the Commission set forth in these no-action
letters, we believe that the New Notes issued pursuant to the Exchange Offer may
be offered for resale, resold and otherwise transferred by the Holders thereof
without further compliance with the registration and prospectus delivery
requirements of the Securities Act subject to certain conditions. Such
conditions include that the New Notes may not be offered for resale, resold or
otherwise transferred by the Holders thereof to (1) any such Holder that is an
"affiliate" of the Company or the Guarantors within the meaning of Rule 405
under the Securities Act; (2) an initial purchaser or Holder of Old Notes who
acquired the Old Notes directly from the Company solely in order to resell
pursuant to Rule 144A of the Securities Act or any other available exemption
under the Securities Act; or (3) a broker-dealer who acquired the Old Notes as a
result of market making or other trading activities. Furthermore, such New Notes
may only be acquired in the ordinary course of such Holder's business and such
Holder may not be participating in and has no arrangement or understanding with
any person to participate in a distribution (within the meaning of the
Securities Act) of such New Notes. Each broker-dealer that receives New Notes
for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Notes. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Notes received in exchange for Old Notes where such Old
Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. See "Plan of Distribution."

We will not receive any proceeds from the Exchange Offer. We will pay
numerous expenses in connection with the Exchange Offer. Tenders of Old Notes
pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on June , 1999, (the "Expiration Date"), unless extended
in our sole discretion. The Registration Statement of which this Prospectus
constitutes a part will remain in effect until the consummation of the Exchange
Offer, which will occur promptly after the Expiration Date. If we terminate the
Exchange Offer and do not accept for exchange any Old Notes, we will promptly
return the Old Notes to the Holders thereof. See "The Exchange Offer."

There is no existing trading market for the New Notes and we cannot assure
you that a market for the New Notes will develop in the future. Bear, Stearns &
Co. Inc., BT Alex. Brown Incorporated, Allen &

(ii)
5

Company Incorporated, Jefferies & Company, Inc. and Raymond James & Associates,
Inc. (collectively, the "Initial Purchasers") have advised us that they
currently intend to make a market in the New Notes. The Initial Purchasers are
not obligated to do so, however, and any market-making with respect to the New
Notes may be discontinued at any time without notice. To the extent that a
market for the New Notes does develop, the market value of the New Notes will
depend on market conditions (such as yields on alternative investments), general
economic conditions, our financial condition and other conditions. Such
conditions might cause the New Notes, to the extent that they are actively
traded, to trade at a significant discount from face value. See "Risk
Factors -- "There is no public market for the New Notes and the New Notes are
not freely transferable." We do not intend to apply for listing or quotation of
the New Notes on any securities exchange or stock market or register or qualify
the New Notes for offer and sale in any jurisdiction (other than the
registration of the New Notes under the Securities Act).

THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT
TENDERS FOR EXCHANGE FROM, HOLDERS OF THE OLD NOTES IN ANY JURISDICTION IN WHICH
THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.

WHERE YOU CAN FIND MORE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form S-4
that we filed with the Commission under the Securities Act. This Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits thereto, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information with respect to
our company and the New Notes offered by this Prospectus, please refer to the
Registration Statement. Any statements made in this Prospectus concerning the
provisions of certain documents are not necessarily complete and, in each
instance, we urge you to refer to the copy of such document filed as an exhibit
to the Registration Statement otherwise filed with the Commission. All of our
statements concerning such documents are qualified in their entirety by such
reference.

We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You may read and copy any document we file at
the Commission's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Commission filings are also
available to the public from the Commission's web site at http;//www.sec.gov.
The Commission allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to our filed Commission documents. The information incorporated by
reference is part of this Prospectus. Information we file with the Commission
after we file this document will update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Commission under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the Exchange Offer is completed.

(a) Our Annual Report on Form 10-K for the year ended June 30, 1998;

(b) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
1998;

(d) Our Current Report on Form 8-K filed February 16, 1999;

(e) Our Current Report on Form 8-K filed April 7, 1999; and

(f) Our Current Report on Form 8-K filed April 26, 1999.

(iii)
6

You may request a copy of these filings, at no cost, by writing or
telephoning Richard L. Handley, Senior Vice President, Secretary and General
Counsel at:

Florida Panthers Holdings, Inc.
450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 712-1300

We have agreed that, whether or not we are required to do so by the rules
and regulations of the Commission, for so long as any of the Notes remain
outstanding, we will furnish to the Holders and file with the Commission (unless
the Commission will not accept such a filing) (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the Commission on Forms 10-Q and 10-K as if we were required to file such forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report thereon by our certified independent accountants, and (ii) all reports
that would be required to be filed with the Commission on Form 8-K if we were
required to file such reports in each case within the time periods set forth in
the Commission's rules and regulations.

We have not authorized any dealer, salesperson or other individual to give
any information or to make any representations other than those contained in
this Prospectus. You may not rely on any such information or representations
other than those set forth in this Prospectus.

THIS PROSPECTUS IS NOT AN OFFER TO SELL THE NEW NOTES AND IT IS NOT
SOLICITING AN OFFER TO BUY THE NEW NOTES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS PROHIBITED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
UNDER THE TERMS DESCRIBED HEREIN SHALL IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY DATE AFTER THE DATE HEREOF.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in this Prospectus are forward-looking in
nature. Such statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. Prospective purchasers of New Notes are cautioned that
the Company's business and operations are subject to a variety of risks and
uncertainties and, consequently, the Company's actual results may materially
differ from those projected by the forward-looking statements contained in this
Prospectus. Certain of such risks and uncertainties are discussed under "Risk
Factors," beginning on page 17 of this Prospectus, and prospective purchasers of
New Notes are urged to carefully consider such factors.

(iv)
7

SUMMARY

The following summary contains basic information about the Exchange Offer.
It does not contain all the information that is important to you in making a
decision to invest in our company. For a more complete understanding of the
Exchange Offer, we encourage you to read this entire document and other
documents to which we refer. Unless the context otherwise requires, all
references to "we," "us" and "our" include Florida Panthers Holdings, Inc. and
its subsidiaries and references to the "Company" mean Florida Panthers Holdings,
Inc. only.

OUR BUSINESS

Florida Panthers Holdings, Inc. is a leading owner and operator of leisure
and entertainment/sports businesses. Our company is comprised of two business
segments: (1) leisure and recreation, which primarily consists of the ownership
of six luxury resorts, including the operation of hotels, conference facilities,
golf courses, spas, marinas and private clubs; and (2) entertainment and sports,
which includes the operations of the Florida Panthers Hockey Club, the National
Car Rental Center, a multi-purpose entertainment complex where the Panthers play
their home games, and related arena management operations. We believe each of
our businesses operates premier assets which, due to their market positions,
attract a large base of loyal customers with high disposable income, thereby
allowing us to maximize revenues and cash flows. For the twelve months ended
December 31, 1998, pro forma for acquisitions made in 1998, we generated revenue
of $362.8 million, of which $311.9 million, or 86% of total revenue, was
generated by our leisure and recreation operations and $50.9 million, or 14% of
total revenue, was generated by our entertainment and sports operations.
Adjusted EBITDA (as defined) for the twelve months ended December 31, 1998,
which includes pro forma adjustments for acquisitions made in 1998, amounted to
$91.3 million.

LEISURE AND RECREATION

Our leisure and recreation operations include the ownership of six
well-known, luxury resorts with a combined 2,863 rooms. Our resorts include:

- the Boca Raton Resort and Club (Boca Raton, Florida);

- the Arizona Biltmore Hotel (Phoenix, Arizona);

- the Registry Hotel at Pelican Bay (Naples, Florida);

- the Edgewater Beach Hotel (Naples, Florida);

- the Hyatt Regency Pier 66 Hotel and Marina (Fort Lauderdale, Florida);
and

- the Radisson Bahia Mar Resort and Yachting Center (Fort Lauderdale,
Florida).

Each of our resorts shares the following competitive and operational
strengths:

- Unique, irreplaceable assets with high recognition and strong
positioning in its target markets;

- Facilities and amenities which provide multiple and diverse revenue
streams and attract upscale business and leisure customers;

- Opportunities to significantly increase revenue and cash flow through
the development of additional guest rooms and/or resort amenities and
facilities; and

- Established, or ability to initiate, club membership programs.

Our resorts have received numerous distinctions commensurate with their
leading positions within their respective markets. For example, the Boca Raton
Resort and Club received the Readers' Award as one of the "Top 25 Hotels in
North America" by Travel & Leisure magazine in 1998 and was named to Conde Nast
Traveler's Gold List in 1998. The Arizona Biltmore was also named to Conde Nast
Traveler's Gold List in 1998 and was featured in Architectural Digest in 1996.

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8

and recreation operations were generated from non-room sources. In addition, our
luxury amenities and services allow us to maintain premium pricing for our
rooms. For the year ended December 31, 1998, our average daily room rate was
$191.65, compared to the average daily room rate of the luxury resort industry
for this period which, according to Smith Travel Research, was $166.05.

Our resorts' conference facilities and other amenities make them attractive
locations for group functions. Our conference facilities include over 330,000
square feet of combined conference space and we maintain our own in-house
planning and logistics capabilities. In addition, we believe the geographic
diversity of our resorts in eastern and western Florida and Arizona will allow
our sales people to market multiple resort locations to corporate and
association groups that prefer to rotate conference locations from year to year.

We believe that there are growth opportunities at many of our resorts
because a significant portion of the land at these locations is either
undeveloped or is capable of being reconfigured for alternative uses. We expect
that the addition of new rooms and amenities will attract additional customers
as well as enable us to realize incremental revenues from our existing
customers.

We also believe that our focus on upscale business and leisure customers
and corporate group customers allows us to maximize our total revenue per
available room. It has been our experience that these customers are more likely
to use the additional amenities and facilities available at our resorts, thereby
increasing revenue. In addition, we believe that by targeting upscale customers
we are well positioned to take advantage of demographic trends (which include an
aging "baby-boom" population with increasing disposable income) creating
increased demand for luxury resorts and related amenities. We believe our
resorts will be able to capitalize on these trends given their unique nature and
locations. Our ability to capitalize on these trends will be enhanced by the
high barriers to entry associated with new luxury hotel and resort development
that we expect will limit new luxury room supply.

We continue to expand and develop our Premier Club concept which was first
introduced in 1991 at the Boca Raton Resort and Club. Membership in the Boca
Raton Resort Premier Club allows Premier Club members access to the Boca Raton
Resort and Club grounds, restaurants, recreational facilities and other private
social functions, which are otherwise restricted to resort guests. The Boca
Raton Resort Premier Club currently requires an initial membership fee of
$45,000 and annual social dues starting at $2,300. Additional dues are required
for members to have access to the resort's golf and tennis facilities. Annual
cash flow from Premier Club membership fees and dues has grown from $9.8 million
in 1996 to $14.9 million in 1998. In addition, Premier Club members generate
additional revenues through the use of existing resort facilities and services,
which are available on a fee-for-use basis. We expect to expand the Premier Club
concept to our other resorts through the development of additional amenities and
membership programs.

ENTERTAINMENT AND SPORTS

Our entertainment and sports operations primarily consist of:

- Ownership and management of the Florida Panthers Hockey Club, a
National Hockey League franchise; and

- Management of the National Car Rental Center, a multi-purpose
entertainment complex where the Panthers play their home games.

The Panthers began play during the 1993-1994 NHL season. The Panthers have
been a highly successful franchise, reaching the playoffs in two out of the last
three seasons and competing in the 1996 Stanley Cup Championship. The Panthers
have developed a strong fan base in South Florida, selling out all of their home
games for the 1996-1997 and 1997-1998 NHL seasons (14,700 seats per game), with
attendance for the 1998-1999 season to date averaging approximately 18,000 per
game or 92% of capacity. Since moving to the National Car Rental Center, the
Panthers' average gate receipts have ranked in the top six among NHL franchises.

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9

the NHL covering national broadcasting contracts, as well as other ancillary
sources including franchise fees. In addition, we generate revenue through our
participation in the net operating income of the National Car Rental Center,
where the Panthers began playing their home games with the opening of the
1998-1999 NHL season.

From the Panthers' inception through the end of the 1997-1998 season, the
Panthers played all of their home games at the 14,700 seat Miami Arena. The size
of the Miami Arena limited the Panthers' ability to generate revenue from
additional ticket sales, concessions and merchandise sales, and unfavorable
lease terms precluded the Panthers from sharing in suite, building advertising
and parking revenue.

In June 1996, we entered into an agreement with Broward County (the owner
of the National Car Rental Center) to develop the National Car Rental Center.
The National Car Rental Center is a state-of-the-art multi-purpose entertainment
complex strategically located in the center of South Florida's tri-county area,
which encompasses a population of approximately 4.5 million. The National Car
Rental Center has a seating capacity of 19,500 for hockey games, over 30% more
than the Miami Arena, including 72 luxury suites and 2,400 premium club seats.
For the 1998-1999 season, the Panthers have sold season tickets for 15,500 of
the arena's 19,500 seats. In addition, all of the luxury suites have been
pre-sold under multi-year contracts.

The National Car Rental Center provides a variety of revenue streams to us,
including suite and premium club seat sales, building advertising, parking,
concessions, and net revenues generated from other entertainment events held at
the arena. Many of these revenue streams are committed to on a multi-year basis.
We have entered into a 30-year operating agreement with Broward County regarding
the National Car Rental Center pursuant to which we are entitled to retain (1)
95% of all revenue derived from the sale of general seating tickets to the
Panthers' home games and 100% of certain other hockey-related advertising and
merchandising revenue and (2) the first $14.0 million of net operating income
generated by the National Car Rental Center, on an annual basis, and 80% of all
net operating income in excess of $14.0 million generated by the National Car
Rental Center, with Broward County receiving the remaining 20%. Due to its
central location, state-of-the-art facilities and large seating capacity, we
have already booked over 140 events for the National Car Rental Center,
including performances by Celine Dion, Elton John, Billy Joel and The Rolling
Stones.

BUSINESS STRATEGY

Our objective is to maximize our cash flow from and the value of our
businesses by:

- CONTINUING INTERNAL GROWTH THROUGH CAPITAL IMPROVEMENTS AT OUR
RESORTS. We believe that our resorts have the opportunity for continued
internal growth. At the time we acquired our resorts, each resort had
on-going or recently completed expansion and/or improvement programs. In
addition, we have continued to make capital improvements at the resorts
after we acquired them. We believe these capital improvements have and
will continue to improve our revenue and cash flow per available room. In
addition to normal recurring maintenance capital expenditures, over the
past four years, $139.2 million has been invested in our resorts to:

-- Construct a new conference center, as well as replace one of the
existing golf courses with a championship course and add a
state-of-the-art tennis and fitness center at the Boca Raton Resort
and Club (completed in 1998);

-- Undertake a property-wide renovation (completed in 1996), add a spa
complex (completed in 1997) and add 122 additional rooms and an
Olympic size swimming pool (expected completion June 1999) at the
Arizona Biltmore Hotel;

-- Renovate all of the guest rooms at the Hyatt Regency Pier 66 Hotel
and Marina (completed in 1998);

-- Complete an extensive renovation project primarily relating to guest
rooms and the relocation of meeting space and restaurants at the
Radisson Bahia Mar Resort and Yachting Center (completed in 1995);
and

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10

-- Redesign the Grande Oaks Golf Club (formerly known as Rolling Hills
Golf Club), a private golf club and important component of our Fort
Lauderdale private club program, which will also serve as an
additional amenity for our Hyatt Regency Pier 66 Hotel and Marina and
Radisson Bahia Mar Resort and Yachting Center resorts in Fort
Lauderdale (completed in March 1999).

We believe that these capital expenditures have resulted in increases to
our average daily room rates and have attracted higher spending
corporate and group guests resulting in increased total revenue per
available room. For the year ended December 31, 1998, our average daily
room rate was $191.65, our room revenue per available room was $131.06
and our total revenue per available room was $299.37. For the year ended
December 31, 1997, our average daily room rate was $179.63, our room
revenue per available room was $123.59 and our total revenue per
available room was $270.88. These statistics compare favorably to the
luxury resort industry which, according to Smith Travel Research,
achieved an average daily room rate of $166.05 and room revenue per
available room of $120.69 in 1998.

In addition, most of our resorts possess substantial available land for
additional development. We expect to undertake additional capital
improvements at our resorts which, subject to the availability of
capital on terms suitable to us, may include:

-- Development of a new championship golf course in Naples, Florida;

-- The addition of 114 luxury guest rooms, the renovation of 100 guest
rooms, as well as the addition of a spa complex and 30,000 square
feet of retail space at the Boca Raton Resort and Club;

-- A new pool complex at the Registry Hotel at Pelican Bay; and

-- Development of a new pool, cabana club and a private club restaurant,
as well as a spa expansion at the Hyatt Regency Pier 66 Hotel and
Marina.

- EXPANDING PREMIER CLUB CONCEPT TO OTHER LOCATIONS. We expect to extend
the Premier Club concept to our other resorts, which we believe will
allow us to generate substantial incremental revenues from existing or
planned facilities and services. We anticipate that the Premier Club will
allow us to market resort properties, restaurants, pools, and where
available, tennis, golf, spas and other leisure and recreational
amenities to residents in local communities in a country club/social club
setting.

- SEEKING CROSS-MARKETING OPPORTUNITIES. We believe our current portfolio
of luxury resorts provides us with cross-marketing opportunities. For
example, corporate and other group customers that hold conferences on a
regular basis often rotate their conference locations among various
regions of the U.S. By offering a significant number of affiliated luxury
resort alternatives to our corporate and group customers, we believe that
we will be able to encourage them to use our resorts on a regular basis.

- CAPITALIZING ON INTEGRATION OF RESORT ACQUISITIONS. We believe the
integration of certain aspects of our resort operations will allow us to
capitalize on our experienced management team, as well as to realize
significant operating efficiencies. Each member of our leisure and
recreation senior management team has over 20 years of experience in the
resort and real estate industries. We believe our management team's
ability to develop incremental revenue streams and generate cash flow
growth has been demonstrated by the success of the Boca Raton Resort and
Club. In addition, we believe the management of all of our resorts by a
single management team, with established practices and systems, will
improve the efficiency of our resort operations. We are focusing on
integrating the operations of all of our resorts, including reservations,
purchasing, training, information systems, insurance and marketing, in
order to achieve greater operating efficiencies and improved profit
margins.

entertainment and sports operations. We participate in all of the
revenues from the National Car Rental Center, including revenues from the
sale of Panthers tickets, the leasing of luxury suites and premium club
seats, arena advertising and sponsorships, food and beverage concessions
and parking, as well as revenue from other entertainment events.

- EVALUATING OPPORTUNISTIC ACQUISITIONS/DIVESTITURES. We continuously
evaluate ownership, acquisition and divestiture alternatives relating to
our two business segments with the intention of maximizing value.

RESORT INDUSTRY OVERVIEW

We believe our luxury resorts compete most directly with "luxury resort"
hotels, which are defined by Smith Travel Research as resorts whose average
daily room rate is in the top 15% of their resort markets. According to Smith
Travel Research, as of December 31, 1998 there are approximately 334 luxury
resorts in the United States, consisting of approximately 131,715 rooms. The
room supply in the luxury resort segment of the hotel and lodging industry has
been characterized by low growth from 1994 to 1998, having increased at a
compounded annual rate of 1.7%. However, room revenue for this luxury resort
segment grew at a compounded annual rate of approximately 8.4% between 1994 and
1998, which we believe reflects increased demand.

We believe that demand in the luxury resort sector will continue to
increase in the future as a result of the following key demographic trends:

- Growth in the population over 40 years old which is expected to increase
22% from 113 million presently to 138 million in the year 2010;

- Increases in leisure time and disposable income that are expected to
occur as the "baby-boom" generation matures;

- Increasing popularity of golf, spas, boating and restaurant dining; and

- Increasing corporate demand for quality, full-service facilities which
combine both group meeting facilities and recreational amenities.

PROFESSIONAL HOCKEY INDUSTRY OVERVIEW

The National Hockey League was established in 1917 and comprises 27
professional hockey teams based in major cities in the U.S. and Canada. The NHL
has continued to grow in popularity, as evidenced by attendance of approximately
18.8 million and record revenues from ticket sales of approximately $613.0
million during the 1997-1998 season, compared to attendance of approximately
13.2 million and ticket sales of approximately $300.0 million during the
1987-1988 season, and an increase in gross retail sales of NHL licensed
merchandise in the United States from approximately $45.0 million in 1988 to
approximately $1.0 billion in 1997-1998. The growing popularity of hockey is
further evidenced by the $80.0 million franchise fee for the new NHL expansion
teams to enter the league between 1998 and 2000, a 60% increase from the $50.0
million the Panthers paid in 1993. In addition, the NHL recently agreed to a
five-year $600.0 million national television contract with ABC and ESPN, which
will be shared equally among the NHL teams. The new contract will begin with the
1999-2000 season and will be approximately three times the dollar amount of the
NHL's existing television contract.

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12

RECENT DEVELOPMENTS

FINANCINGS

On February 18, 1999, we completed a private placement of 4,022,561 shares
of our Class A common stock at $10.25 per share. The Private Placement resulted
in net proceeds to us of approximately $40.2 million.

On April 6, 1999, we consummated the sale of 1,575,621 shares of our Class
A common stock at a price of $10.25 per share, pursuant to our rights offering
which expired on March 31, 1999. The rights offering resulted in net proceeds to
us of approximately $16.0 million.

We entered into a new revolving credit facility in the amount of $146.0
million at the same time as the closing of the Private Debt Offering. This
facility was provided by a syndicate of banks and other financial institutions
led by Bear, Stearns & Co. Inc., as syndication agent, and Bankers Trust
Company, as administrative agent. Borrowings under this facility bear interest
at a variable rate. The facility will mature approximately three years after the
date of the closing of the Private Debt Offering. We will refer to this facility
as the "New Credit Facility" elsewhere in this Prospectus.

INTERIM OPERATING RESULTS

On April 9, 1999, we announced our unaudited consolidated operating results
for the three months and nine months ended March 31, 1999. These operating
results, which are presented below and compared to our operating results for the
same periods in 1998, are not necessarily indicative of our operating results
which may be expected for the twelve months ending June 30, 1999.

FLORIDA PANTHERS HOLDINGS INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31
(IN THOUSANDS, EXCEPT PER SHARE DATA)

THREE MONTHS NINE MONTHS
------------------- -------------------
1998 1999 1998 1999
-------- -------- -------- --------

Revenue:
Leisure and recreation.............................. $ 92,281 $113,426 $180,661 $242,298
Entertainment and sports............................ 13,471 28,862 34,620 57,317
-------- -------- -------- --------
Total revenue............................... 105,752 142,288 215,281 299,615
Operating Expenses:
Cost of leisure and recreation services............. 32,831 40,720 76,299 103,762
Cost of entertainment and sports services........... 18,218 22,133 39,795 44,294
Selling, general and administrative expenses........ 25,859 28,024 66,223 74,250
Amortization and depreciation expense............... 6,538 8,156 15,453 23,187
-------- -------- -------- --------
Total operating expenses.................... 83,446 99,033 197,770 245,493
-------- -------- -------- --------
Operating income...................................... 22,306 43,255 17,511 54,122
Interest and other income............................. 366 286 1,683 1,756
Interest and other expense............................ (7,865) (17,399) (14,528) (40,616)
Minority interest..................................... (887) (114) (1,743) (294)
-------- -------- -------- --------
Net income (1)........................................ $ 13,920 $ 26,028 $ 2,923 $ 14,968
======== ======== ======== ========
Net income per share -- basic......................... $ 0.40 $ 0.70 $ 0.09 $ 0.42
======== ======== ======== ========
Net income per share -- diluted....................... $ 0.39 $ 0.70 $ 0.08 $ 0.42
======== ======== ======== ========
Shares used in computing net income per
share -- basic...................................... 35,118 37,022 34,067 35,762
======== ======== ======== ========
Shares used in computing net income per
share -- diluted.................................... 35,788 37,061 34,474 35,924
======== ======== ======== ========

- ---------------
(1) A provision for income taxes has been excluded from the three- and
nine-month presentation because the company has adequate net operating loss
carryforwards to offset taxes.

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ENTERTAINMENT AND SPORTS OPERATIONS

Since the opening of the National Car Rental Center in October 1998, the
Florida Panthers Hockey Club's financial performance has reflected the benefits
of the new arena and the related operating agreement. The new 30-year operating
agreement allows the Panthers to realize significant hockey and non-hockey
related cash flows, many of which are under multi-year contracts. During the
fiscal quarter ended December 31, 1998, our entertainment and sports business
generated EBITDA of $3.6 million versus a loss of $2.5 million for the
comparable period in 1997. During the three months ended March 31, 1999, our
entertainment and sports business generated EBITDA of $4.1 million versus a loss
of $7.5 million for the comparable period in 1998. Due primarily to these
improvements, our total consolidated pro forma Adjusted EBITDA increased from
$91.3 million for the twelve months ended December 31, 1998 to $105.9 million
for the twelve months ended March 31, 1999.
-------------------------

Our principal executive offices are located at 450 East Las Olas Boulevard,
Suite 1400, Fort Lauderdale, Florida 33301 and our telephone number is
(954)712-1300. We are located on the World Wide Web at www.pawinvestor.com and
our E-mail address is pawinvestor@fphi.com.

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14

THE INITIAL OFFERING

Pursuant to a Purchase Agreement dated as of April 15, 1999 (the "Purchase
Agreement"), we completed the sale of the Old Notes in an aggregate principal
amount of $340.0 million to the Initial Purchasers on April 21, 1999. The
Initial Purchasers subsequently resold the Old Notes to qualified institutional
buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the
Private Debt Offering, of approximately $329.2 million after deducting discounts
to the Initial Purchasers and estimated offering expenses, were used to repay
our short-term indebtedness and part of our long-term indebtedness.

The Old Notes were sold pursuant to exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. As a condition to their purchase of the Old Notes, the
Initial Purchasers requested that we agree to commence the Exchange Offer
following the Private Debt Offering.

THE EXCHANGE OFFER

NOTES OFFERED................... We are offering for exchange up to
$340,000,000 aggregate principal amount of
9 7/8% Senior Subordinated Notes due 2009,
which we have registered under the Securities
Act. We refer to the Notes being offered
hereby as the New Notes. The terms of the New
Notes are substantially identical to the Old
Notes in all material respects, except that:

o the New Notes have been registered
under the Securities Act;

o the Old Notes have certain transfer
restrictions and registration rights;
and

o the New Notes will not contain certain
provisions relating to additional
interest to be paid to the Holders of
Old Notes under certain circumstances
relating to the timing of the Exchange
Offer.

EXCHANGE OFFER.................. We are offering to exchange the New Notes for
the Old Notes that are properly tendered and
accepted for exchange. We will issue the New
Notes promptly after the Expiration Date. If
you were not prohibited from participating in
the Exchange Offer and you did not tender
your Old Notes, you will have no further
exchange rights under the Registration Rights
Agreement with respect to such non-tendered
Old Notes once the Exchange Offer is
consummated. Accordingly, such Old Notes will
continue to be subject to the restrictions on
transfer contained in the legend thereon.

TENDERS, EXPIRATION DATE;
WITHDRAWAL; EXCHANGE DATE....... The Exchange Offer will expire at 5:00 p.m.,
New York City time, on June , 1999, which
is 20 business days from the date of this
Prospectus, unless extended by us in our sole
discretion. You may withdraw and retender any
Old Notes tendered pursuant to the Exchange
Offer at any time prior to the expiration
date of the Exchange Offer. We will return to
you any of your tendered Old Notes not
accepted for exchange for any reason without
expense as promptly as practicable after the
expiration or termination of the Exchange
Offer. The date of acceptance for exchange of
all Old Notes properly tendered and not
withdrawn for New Notes (the "Exchange Date")
will be

8
15

the first business day following the
expiration date of the Exchange Offer or as
soon as practicable thereafter.

SHELF REGISTRATION STATEMENT.... If the Exchange Offer is not permitted by
applicable law or Commission policy or you
notify us in a timely manner of the
occurrence of certain events set forth in the
Registration Rights Agreement, we have agreed
to register the Old Notes with a shelf
registration statement and use our best
efforts to cause such registration statement
to be declared effective by the Commission
within certain time periods after the
consummation of the Exchange Offer. We have
agreed to maintain the effectiveness of the
shelf registration statement for, under
certain circumstances, a maximum of two years
to cover resales of the Old Notes held by
such holders.

ACCRUED INTEREST ON THE NEW
NOTES........................... Each New Note will bear interest from the
most recent date to which interest has been
paid on the Old Note or, if no such payment
has been made, from April 15, 1999. Interest
on the Old Notes accepted for exchange will
cease to accrue upon issuance of the New
Notes.

PROCEDURES FOR TENDERING OLD
NOTES........................... If you want to accept the Exchange Offer, you
must complete, sign and date the Letter of
Transmittal, or a facsimile thereof, in
accordance with the instructions contained
herein and therein, and mail or otherwise
deliver such Letter of Transmittal, or such
facsimile, together with either certificates
for the Old Notes or a book-entry
confirmation of such Old Notes into the
book-entry transfer facility, if such
procedure is available, and any other
required documentation, to The Bank of New
York, as Exchange Agent (the "Exchange
Agent"), at the address set forth herein and
in the Letter of Transmittal.

SPECIAL PROCEDURES FOR
BENEFICIAL OWNERS............... Any beneficial owner of Old Notes whose Old
Notes are registered in the name of a broker,
dealer, commercial bank, trust company or
other nominee and who wishes to tender such
Old Notes for exchange should contact the
registered Holder and instruct such
registered Holder to tender such Old Notes on
the beneficial owner's behalf. If such
beneficial owner wishes to tender its Old
Notes on such owner's own behalf, such owner
must, prior to completing and executing the
Letter of Transmittal and delivering its Old
Notes, either make appropriate arrangements
to register ownership of the Old Notes in
such owner's name or obtain a properly
completed bond power from the registered
Holder. The transfer of registered ownership
may take considerable time and may not be
able to be completed prior to the Expiration
Date.

GUARANTEED DELIVERY
PROCEDURES...................... If you want to tender your Old Notes for
exchange and your Old Notes are not
immediately available or you cannot deliver
the Old Notes or any other documents required
by the Letter of Transmittal to the Exchange
Agent in a timely manner, you must tender
your Old Notes according to the delivery
procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures"
section of this Prospectus.

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CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS................ The exchange pursuant to the Exchange Offer
will not result in the recognition of income,
gain or loss to you or our Company for
federal income tax purposes.

USE OF PROCEEDS................. We will not receive any proceeds from the
Exchange Offer.

EXCHANGE AGENT.................. The Bank of New York, the trustee under the
Indenture, is serving as Exchange Agent in
connection with the Exchange Offer.

CONSEQUENCES OF NOT EXCHANGING OLD NOTES

If you do not exchange your Old Notes for New Notes pursuant to the
Exchange Offer, you will continue to be subject to the restrictions on transfer
of such Old Notes as set forth in the legend on such notes as a consequence of
the issuance of the Old Notes pursuant to exemptions from, or in transactions
not subject to, the registration requirements of the Securities Act and
applicable state securities laws. In general, you may not offer or sell your Old
Notes unless registered under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not currently anticipate that we will
register the Old Notes under the Securities Act.

SUMMARY DESCRIPTION OF THE NEW NOTES

The terms of the New Notes and the Old Notes are substantially identical in
all material respects, except for certain transfer restrictions and registration
rights relating to the Old Notes and except for certain provisions relating to
additional interest to be paid to the Holders of Old Notes under certain
circumstances relating to the timing of the Exchange Offer. The New Notes will
evidence the same debt as the Old Notes and will be entitled to the benefits of
the Indenture. See "Description of the Notes."

SECURITIES....................... $340,000,000 in principal amount of 9 7/8%
Senior Subordinated Notes, which we have
registered under the Securities Act.

MATURITY......................... April 15, 2009.

INTEREST......................... Semi-annually in cash in arrears on April
15 and October 15 of each year, starting
October 15, 1999.

GUARANTEES....................... All of our domestic subsidiaries other than
those treated as unrestricted subsidiaries
will guarantee the New Notes on a senior
subordinated basis. Future domestic
subsidiaries which are deemed restricted
subsidiaries will also be required to
guarantee the New Notes. As of the date of
issuance of the New Notes, our existing
subsidiaries will guarantee the New Notes.
See "Description of Notes -- Subsidiary
Guarantees."

RANKING.......................... The New Notes will be our general unsecured
senior subordinated obligations and will be
subordinated to all of our senior
indebtedness. The New Notes will rank
equally with any of our unsecured senior
subordinated indebtedness and will rank
senior to any of our subordinated
indebtedness. Our subsidiaries' guarantees
with respect to the New Notes will be
general unsecured senior subordinated
obligations of such guarantors and will be
subordinated to all of such guarantors'
senior indebtedness. The guarantees will
rank equally with any senior subordinated
indebtedness of the guarantors and
10
17

will rank senior to such guarantors'
subordinated indebtedness.

Because the New Notes are subordinated, in
the event of bankruptcy, liquidation or
dissolution, holders of the New Notes will
not receive any payment until holders of
senior debt have been paid in full. The
term "senior debt" is defined in the
"Description of Notes -- Subordination"
section of this Prospectus.

As of December 31, 1998, on a pro forma
basis after giving effect to our private
placement of Class A common stock which
closed on February 18, 1999, our rights
offering of Class A common stock which
closed on April 6, 1999, the initial
borrowings under our New Credit Facility,
the Private Debt Offering and the
application of the net proceeds from these
financings, the aggregate amount of our
consolidated senior debt would be $224.6
million, of which only $24.9 million is a
direct obligation of our Company. In
addition, approximately $156.1 million
would have been available for additional
borrowing under our credit facilities and
the guarantors' credit facilities, all of
which would have been senior debt, if
borrowed.

OPTIONAL REDEMPTION.............. On or after April 15, 2004, we may redeem
some or all of the New Notes at any time at
the redemption prices described in the
section "Description of Notes" under the
heading "Optional Redemption."

Prior to April 15, 2002, we may redeem up
to 35% of the New Notes with the net
proceeds of certain sales of equity at the
price listed in the section "Description of
Notes" under the heading "Optional
Redemption."

MANDATORY OFFER TO REPURCHASE.... If we experience a change of control or
sell assets, in certain circumstances we
must offer to repurchase the New Notes at
the prices listed in the section
"Description of Notes" under the heading
"Repurchase at the Option of Holders."

BASIC COVENANTS OF THE
INDENTURE........................ We will issue the New Notes under an
indenture with The Bank of New York, as
trustee. The indenture, among other things,
restricts our ability and the ability of
our restricted subsidiaries to:

- borrow money;

- pay dividends on stock or purchase our
stock;

- make investments and other restricted
payments;

- use assets as security in other
transactions;

- sell certain assets or merge with or into
other companies;

- enter into certain transactions with
affiliates;

- sell stock in our restricted
subsidiaries; and

- restrict dividends or other payments to
us.

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These covenants are subject to important
exceptions and qualifications, which are
described in the section "Description of
Notes" under the heading "Certain
Covenants" in this Prospectus.

EXCHANGE OFFER; REGISTRATION
RIGHTS........................... Holders of New Notes (other than as set
forth below) are not entitled to any
registration rights with respect to the New
Notes. Pursuant to the Registration Rights
Agreement among the Company, the Guarantors
and the Initial Purchasers, the Company
agreed to file an exchange offer
registration statement with respect to an
offer to exchange the Old Notes for the New
Notes. The Registration Statement of which
this Prospectus is a part constitutes such
exchange offer registration statement.
Under certain circumstances, certain
holders of Notes (including holders of Old
Notes who may not participate in the
Exchange Offer) may require us to file, and
cause to become effective, a shelf
registration statement under the Securities
Act which would cover resales of Notes by
such holders.

USE OF PROCEEDS.................. We will receive no proceeds from the
Exchange Offer.

You should refer to the section entitled "Risk Factors" beginning on page
17 for an explanation of certain risks of investing in the New Notes.

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SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA

(IN THOUSANDS, EXCEPT OPERATING PERCENTAGE DATA AND RATIOS)

The following table presents summary pro forma consolidated statement of
operations, other operating data and balance sheet data of our company for the
periods and dates indicated. The pro forma statement of operations, other
operating data and balance sheet data give effect to the acquisition and
financing transactions described under the caption headed "Unaudited Condensed
Consolidated Pro Forma Financial Statements" elsewhere in this Prospectus. The
summary pro forma financial information set forth below is presented for
illustrative purposes only and is not necessarily indicative of what the actual
financial condition or results of operations of our company would have been had
those transactions and events been consummated on the dates presented. This
summary pro forma financial information does not purport to be indicative of our
financial condition or results of operations for any future period.

The following summary unaudited consolidated pro forma financial data
should be read in conjunction with the section headed "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
historical financial statements included elsewhere in this Prospectus.

TWELVE MONTHS ENDED
FISCAL YEAR SIX MONTHS -----------------------------
ENDED ENDED DECEMBER 31,
JUNE 30, ------------------- DECEMBER 31, FEBRUARY 28,
1998 1997 1998 1998 1999
----------- -------- -------- ------------- -------------

STATEMENT OF OPERATIONS(1):
Revenue:
Leisure and recreation........................... $303,361 $120,369 $128,872 $311,864 $315,435
Entertainment and sports......................... 43,586 21,149 28,455 50,892 60,477
-------- -------- -------- -------- --------
Total revenue.............................. 346,947 141,518 157,327 362,756 375,912
Operating expenses:
Cost of leisure and recreation services.......... 130,072 57,023 63,042 136,091 136,804
Cost of entertainment and sports services........ 45,919 21,577 22,161 46,503 48,725
Selling, general and administrative expenses..... 105,205 50,614 46,226 100,817 103,450
Depreciation and amortization.................... 28,693 12,976 15,031 30,748 31,166
-------- -------- -------- -------- --------
Total operating expenses................... 309,889 142,190 146,460 314,159 320,145
Operating income (loss)............................ 37,058 (672) 10,867 48,597 55,767
Interest and other income.......................... 2,505 1,516 1,470 2,459 2,525
Interest and other expense......................... (49,474) (25,654) (24,572) (48,392) (48,720)
Minority interest.................................. (1,813) (856) (180) (1,137) (361)
-------- -------- -------- -------- --------
Net income (loss)(2)............................... $(11,724) $(25,666) $(12,415) $ 1,527 $ 9,211
======== ======== ======== ======== ========
OTHER DATA(1):
EBITDA:
Leisure and recreation........................... $ 89,820 $ 22,566 $ 29,922 $ 97,176 $ 98,544
Entertainment and sports......................... (12,092) (5,161) 1,471 (5,460) 1,308
Corporate........................................ (9,472) (3,585) (4,025) (9,912) (10,394)
-------- -------- -------- -------- --------
Total EBITDA(3)............................ 68,256 13,820 27,368 81,804 89,458
Net membership fees deferred during the
period(4)........................................ 5,814 -- 3,723 9,537 9,317
-------- -------- -------- -------- --------
Adjusted EBITDA(5)................................. $ 74,070 $ 13,820 $ 31,091 $ 91,341 $ 98,775
======== ======== ======== ======== ========
EBITDA margin(6)................................... 20% 10% 17% 23% 24%
Adjusted EBITDA margin(7).......................... 21% 10% 19% 25% 26%
Cash interest expense(8)........................... $ 46,147 $ 23,326 $ 24,233 $ 47,054 $ 47,515
-------- -------- -------- -------- --------
Adjusted EBITDA/Cash interest expense.............. 1.9x 2.1x
Net debt/Adjusted EBITDA(9)(10).................... 6.0x 5.6x

AT DECEMBER 31, 1998
-----------------------------
HISTORICAL AS ADJUSTED
---------- -----------

BALANCE SHEET DATA(1):
Cash and cash equivalents................................... $ 12,884 $ 12,884
Restricted cash............................................. 24,790 24,790
Total current assets........................................ 96,053 96,053
Total assets................................................ 1,214,627 1,228,394
Total debt.................................................. 607,026 564,568
Total shareholders' equity.................................. 419,471 475,696

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

(1) Pro forma and as adjusted figures reflect the acquisition of the Registry
Hotel at Pelican Bay, the Arizona Biltmore Hotel and the Edgewater Beach
Hotel, as applicable, as well as the consummation of the private placement
of our Class A common stock which closed February 18, 1999, the rights
offering of our Class A common stock which closed on April 6, 1999, the
initial borrowings under our New Credit Facility and the Private Debt
Offering and the application of the net proceeds from these financings. See
"Unaudited Condensed Consolidated Pro Forma Financial Statements."
(2) A pro forma tax provision has been excluded from the presentation based on
the fact that we have adequate net operating loss carryforwards to offset
pro forma earnings presented.
(3) EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization and minority interest. Our management and
certain investors use EBITDA and Adjusted EBITDA (see below) as indicators
of our historical ability to service debt, to sustain potential future
increases in debt and to satisfy capital requirements. However, neither
EBITDA nor Adjusted EBITDA is intended to represent cash flows for the
period. In addition, they have not been presented as alternatives to either
(a) operating income (as determined by generally accepted accounting
principles, or GAAP) as an indicator of operating performance or (b) cash
flows from operating, investing and financing activities (as determined by
GAAP) and is thus susceptible to varying calculations. EBITDA and Adjusted
EBITDA as presented may not be comparable to other similarly titled
measures of other companies.
(4) Represents the annual change in deferred revenue from the Premier Club at
the Boca Raton Resort and Club net of expenses related to the Premier Club.
The Premier Club currently requires a non-refundable initial membership fee
of $45,000 and annual social dues starting at $2,300. We offer internal
financing of the initial membership fee to our customers. Accordingly, the
net membership fees deferred during the period include cash as well as
financed membership sales. Members of the Premier Club have access to the
Boca Raton Resort and Club grounds and recreational facilities, which are
otherwise restricted to resort guests. Initial membership fees are recorded
as revenues over the estimated life of the membership. Unrecognized
portions of the initial membership fees are reflected as deferred revenue
on the Consolidated Balance Sheets.
(5) Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period.
(6) EBITDA margin is defined as EBITDA divided by total revenue.
(7) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by the sum of
total revenue plus net membership fees deferred during the period.
(8) Cash interest expense is defined as interest expense less amortization of
financing costs and imputed interest expense on certain obligations with no
stated interest rate plus capitalized interest expense.
(9) Net debt is defined as our combined indebtedness, less cash and cash
equivalents.
(10) For the twelve-month period ended December 31, 1998, represents net debt as
of December 31, 1998 divided by Adjusted EBITDA for the twelve-month period
ended December 31, 1998. For the twelve-month period ended February 28,
1999, represents net debt as of February 28, 1999, which was materially
unchanged from December 31, 1998, divided by Adjusted EBITDA for the
twelve-month period ended February 28, 1999.

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SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA

(IN THOUSANDS, EXCEPT OPERATING MARGINS AND RATIOS)

The following table presents summary consolidated statement of operations,
other operating data and balance sheet data of our company for the periods and
the dates indicated. The summary statement of operations and other operating
data for each of the fiscal years 1996, 1997 and 1998 presented below were
derived from our consolidated financial statements and notes thereto, which have
been audited by Arthur Andersen LLP, independent certified public accountants.
The summary statement of operations and other operating data for the six months
ended December 31, 1997 and 1998 and the summary balance sheet data at December
31, 1998 were derived from unaudited interim condensed consolidated financial
statements and notes thereto included elsewhere in this Prospectus. The
unaudited interim condensed consolidated financial statements of our company
include all adjustments (consisting only of normal recurring adjustments) which
in the opinion of our management are necessary for a fair presentation of our
financial position and results of operations for these periods. Historical
operating results for the six months ended December 31, 1997 and 1998 are not
necessarily indicative of the results that may be expected for a full year.

SIX MONTHS ENDED
FISCAL YEAR ENDED JUNE 30, DECEMBER 31,
------------------------------ --------------------
1996 1997 1998 1997 1998
-------- -------- -------- -------- --------
(UNAUDITED)

STATEMENT OF OPERATIONS:
Revenue:
Leisure and recreation.................................... $ -- $ 17,567 $252,603 $ 88,380 $128,872
Entertainment and sports.................................. 34,087 36,695 43,586 21,149 28,455
-------- -------- -------- -------- --------
Total revenue....................................... 34,087 54,262 296,189 109,529 157,327
Operating expenses:
Cost of leisure and recreation services................... -- 6,658 110,084 43,468 63,042
Cost of entertainment and sports services................. 35,958 35,135 45,919 21,577 22,161
Selling, general and administrative expenses.............. 8,371 15,150 91,579 40,364 46,226
Depreciation and amortization............................. 9,815 5,698 23,155 8,915 15,031
-------- -------- -------- -------- --------
Total operating expenses............................ 54,144 62,641 270,737 114,324 146,460
Operating income (loss)..................................... (20,057) (8,379) 25,452 (4,795) 10,867
Interest and other income................................... 122 1,923 2,307 1,318 1,470
Interest and other expense.................................. (5,030) (3,364) (24,673) (6,663) (23,217)
Minority interest........................................... (174) (440) (1,813) (856) (180)
-------- -------- -------- -------- --------
Net income (loss)........................................... $(25,139) $(10,260) $ 1,273 $(10,996) $(11,060)
======== ======== ======== ======== ========
OTHER DATA:
Net cash flow from operating, investing and financing
activities(1)............................................. $ (772) $ 13,244 $ 23,519 $ (842) $(24,344)
EBITDA:
Leisure and recreation.................................... -- 5,512 72,478 14,184 29,922
Entertainment and sports.................................. (10,120) (6,040) (12,092) (5,161) 1,471
Corporate................................................. -- (230) (9,472) (3,585) (4,025)
-------- -------- -------- -------- --------
Total EBITDA(2)..................................... (10,120) (758) 50,914 5,438 27,368
Net membership fees deferred during the period(3)........... -- -- 5,814 -- 3,723
-------- -------- -------- -------- --------
Adjusted EBITDA(4).......................................... $(10,120) $ (758) $ 56,728 $ 5,438 $ 31,091
======== ======== ======== ======== ========
EBITDA margin(5)............................................ -- -- 17% 5% 17%
Adjusted EBITDA margin(6)................................... -- -- 19% 5% 19%
Capital expenditures........................................ $ 140 $ 1,494 $ 47,806 $ 30,518 $ 61,781
Cash interest expense(7).................................... 5,030 3,364 23,660 6,663 22,968

DECEMBER 31,
1998
------------

BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 12,884
Restricted cash............................................. 24,790
Total current assets........................................ 96,053
Total assets................................................ 1,214,627
Total debt.................................................. 607,026
Total shareholders' equity.................................. 419,471

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

(1) The details of the cash flows from these items are presented in the
Consolidated Statements of Cash Flows included elsewhere in this Prospectus.
(2) EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization and minority interest. Our management and certain
investors use EBITDA and Adjusted EBITDA (see below) as indicators of our
historical ability to service debt, to sustain potential future increases in
debt and to satisfy capital requirements. However, neither EBITDA nor
Adjusted EBITDA is intended to represent cash flows for the period. In
addition, they have not been presented as alternatives to either (i)
operating income (as determined by generally accepted accounting principles,
or GAAP) as an indicator of operating performance or (ii) cash flows from
operating, investing and financing activities (as determined by GAAP) and is
thus susceptible to varying calculations. EBITDA and Adjusted EBITDA as
presented may not be comparable to other similarly titled measures of other
companies.
(3) Represents the annual change in deferred revenue from the Premier Club at
the Boca Raton Resort and Club net of expenses related to the Premier Club.
The Premier Club currently requires a non-refundable initial membership fee
of $45,000 and annual social dues starting at $2,300. We offer internal
financing of the initial membership fee to our customers. Accordingly, the
net membership fees deferred during the period include cash as well as
financed membership sales. Members of the Premier Club have access to the
Boca Raton Resort and Club grounds and recreational facilities, which are
otherwise restricted to resort guests. Initial membership fees are recorded
as revenues over the estimated life of the membership. Unrecognized portions
of the initial membership fees are reflected as deferred revenue on the
Consolidated Balance Sheets.
(4) Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period.
(5) EBITDA margin is defined as EBITDA divided by total revenue.
(6) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by the sum of
total revenue plus net membership fees deferred during the period.
(7) Cash interest expense is defined as interest expense less amortization of
financing costs and imputed interest on certain obligations with no stated
interest rate plus capitalized interest expense.

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RISK FACTORS

An investment in the New Notes involves a high degree of risk. You should
carefully consider the risk factors set forth below, as well as the other
information appearing elsewhere in this Prospectus, before making an investment
in the New Notes.

RISKS RELATING TO THE NEW NOTES

HOLDERS RESPONSIBLE FOR COMPLIANCE WITH EXCHANGE OFFER PROCEDURES; CONSEQUENCES
OF FAILURE TO
EXCHANGE

We will issue the New Notes in exchange for the Old Notes pursuant to this
Exchange Offer only after we have received such Old Notes, along with a properly
completed and duly executed Letter of Transmittal and all other required
documents, in a timely manner. Therefore, if you want to tender your Old Notes
in exchange for New Notes, you should allow sufficient time to ensure timely
delivery. Neither the Exchange Agent nor the Company is under any duty to give
notification of defects or irregularities with respect to the tender of Old
Notes for exchange. The Exchange Offer will expire at 5:00 p.m. New York City
time on June , 1999 (the "Expiration Date"). Old Notes that are not tendered
or are tendered but not accepted for exchange will, following the Expiration
Date and the consummation of this Exchange Offer, continue to be subject to the
existing restrictions upon transfer thereof. In general, the Old Notes may not
be offered or sold, unless registered under the Securities Act or except
pursuant to an exemption from or in a transaction not subject to, the Securities
Act. In addition, if you are still holding an Old Note after the Expiration Date
and the Exchange Offer has been consummated, subject to certain exceptions, you
will not be entitled to any rights to have such Old Notes registered under the
Securities Act or to any similar rights under the Registration Rights Agreement
(subject to limited exceptions, if applicable). We do not currently anticipate
that we will register the Old Notes under the Securities Act.

The New Notes and any Old Notes which remain outstanding after consummation
of the Exchange Offer will vote together as a single class for purposes of
determining whether Holders of the requisite percentage thereof have taken
certain actions or exercised certain rights under the Indenture.

REQUIREMENTS FOR TRANSFER OF NEW NOTES

Based on interpretations by the staff of the Commission, as set forth in
no-action letters issued to third parties, we believe that you may offer for
resale, resell and otherwise transfer the New Notes without compliance with the
registration and prospectus delivery provisions of the Securities Act, subject
to certain limitations. These limitations include that you are not an
"affiliate" of ours within the meaning of Rule 405 under the Securities Act and,
provided that such New Notes are acquired in the ordinary course of your
business and that you have no arrangement with any person to participate in the
distribution of such New Notes. However, we have not submitted a no-action
letter to the Commission regarding this Exchange Offer and we cannot assure you
that the Commission would make a similar determination with respect to the
Exchange Offer as in such other circumstances. If you are an affiliate of the
Company, are engaged in or intend to engage in or have any arrangement or
understanding with respect to a distribution of the New Notes to be acquired
pursuant to the Exchange Offer, you (i) may not rely on the applicable
interpretations of the staff of the Commission and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Notes for its own account pursuant to the Exchange Offer must acknowledge that
it will deliver a prospectus meeting the requirements under the Securities Act
in connection with any resale of such New Notes. The Letter of Transmittal
states that by so acknowledging and delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of New
Notes where the Old Notes exchanged for such New Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. To comply with the securities laws of certain jurisdictions, if
applicable, the New Notes may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or an exemption from
registration or qualification is available.

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OUR SUBSTANTIAL DEBT COULD INTERFERE WITH OUR ABILITY TO PAY INTEREST AND
PRINCIPAL ON THE NEW NOTES.

We have, and will continue to have after the Exchange Offer, a significant
amount of debt. After giving pro forma effect to our private placement of Class
A common stock which closed on February 18, 1999, our rights offering of Class A
common stock which closed on April 6, 1999, the initial borrowings under our New
Credit Facility, the Private Debt Offering and the application of the net
proceeds from these financings, we would have had total debt and stockholders'
equity at December 31, 1998 as set forth in the table below:

AT DECEMBER 31,
1998
----------------------
(DOLLARS IN THOUSANDS)

Total debt.................................................. $564,568
Stockholders' equity........................................ 475,696

Under the indenture governing the New Notes (the "Indenture"), we and our
subsidiaries will be permitted to incur substantial additional debt in the
future. See "Capitalization," "Selected Consolidated Historical Financial Data,"
"Selected Unaudited Consolidated Pro Forma Financial Data" and "Description of
Notes."

The amount of our indebtedness could have important consequences to you,
including the following:

- making it more difficult for us to satisfy our obligations with
respect to the New Notes;

- increasing our vulnerability to adverse general economic and industry
conditions;

- requiring us to dedicate a substantial portion of our cash flow from
operations to payments of principal and interest on our debt, thereby
reducing the availability of our cash flow to fund working capital,
capital expenditures, acquisitions or other general corporate
purposes;

- limiting our ability to obtain additional financing to fund future
working capital, capital expenditures, acquisitions and other general
corporate requirements;

- limiting our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate; and

- placing us at a competitive disadvantage compared to our less
leveraged competitors.

THE NEW NOTES AND GUARANTEES WILL BE SUBORDINATED TO OUR AND OUR SUBSIDIARY
GUARANTORS' SENIOR DEBT.

The New Notes and the Guarantees will be subordinated in right of payment
to all of our and the subsidiary guarantors' existing and future senior debt. As
of December 31, 1998, on a pro forma basis after giving effect to our private
placement of Class A common stock which closed on February 18, 1999, our rights
offering of Class A common stock which closed on April 6, 1999, the initial
borrowings under our New Credit Facility, the Private Debt Offering and the
application of the net proceeds from these financings, the aggregate amount of
our consolidated senior debt would be $224.6 million, of which only $24.9
million is a direct obligation of our Company. In addition, approximately $156.1
million would have been available for additional borrowings under our and the
subsidiary guarantors' credit facilities, all of which would have been senior
debt, if borrowed. The Indenture and our other debt instruments will permit us
and the subsidiary guarantors to incur substantial additional debt, including
senior debt.

As a result of the subordination provisions in the Indenture, upon certain
liquidation, dissolution or bankruptcy events, senior debt will be entitled to
be paid in full in cash before any payment may be made with respect to the New
Notes or Guarantees. In addition, the subordination provisions of the Indenture
will provide that payments with respect to the New Notes and the Guarantees will
be prohibited in the event of a payment default on senior debt. Further, in the
event of certain non-payment defaults on senior debt, payments with respect to
the New Notes and the Guarantees will be prohibited for up to 179 days from the
date written notice of the default is received. Accordingly, in the event of a
bankruptcy, liquidation or reorganization, holders of the New Notes may recover
less, ratably, than our or our subsidiary guarantors'

18
25

creditors who are holders of senior debt. In any of the foregoing events, we
cannot assure you that we would have sufficient assets to pay amounts due on the
New Notes.

THE NEW NOTES ARE UNSECURED. THE CLAIMS OF HOLDERS OF SECURED DEBT WILL HAVE
PRIORITY OVER YOUR CLAIMS.

The New Notes will not be secured by any of our assets. Our obligations and
those of our subsidiary guarantors, which directly or indirectly are the
borrowers under our New Credit Facility and our other debt instruments, are
secured by security interests in our resorts, the Panthers and substantially all
of our assets and the other assets of our subsidiary guarantors. If we become
insolvent or are liquidated, or if payment under these credit facilities is
accelerated, the lenders under these debt instruments would be entitled to
exercise the remedies available to a secured lender. Accordingly, these lenders
will have a claim on substantially all of our assets that will have priority
over any claim you may have for payment under the New Notes or the Guarantees.
Accordingly, it is possible that there would be no assets remaining from which
claims of the holders of the New Notes could be satisfied or, if any assets
remained, they might be insufficient to satisfy these claims fully. See
"Capitalization," "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources," "Description of
Certain Indebtedness," "Description of Notes" and the Consolidated Financial
Statements and the notes thereto included elsewhere in this Prospectus.

WE ARE A HOLDING COMPANY AND NEARLY ALL OF OUR CASH FLOW COMES FROM OUR
SUBSIDIARIES.

We are a holding company with no direct operations and no significant
assets other than the stock of our subsidiaries. Although our subsidiary
guarantors are guaranteeing the New Notes, we depend on the cash flows of our
subsidiaries and the payment of funds to us from such subsidiary as loans,
dividends and advances to meet our obligations, including our obligation to pay
interest and principal on the New Notes. The ability of our subsidiaries to make
such funds available to us will be restricted by the terms of their existing and
future indebtedness, including the existing credit facilities and other debt at
our subsidiaries which own our resorts, and at our subsidiary which owns the
Florida Panthers Hockey Club (the "Panthers"). See "Description of Certain
Indebtedness."

OUR FINANCING AGREEMENTS LIMIT OUR OPERATING FLEXIBILITY.

The Indenture restricts, among other things, our ability to:

- borrow money;

- pay dividends on stock or make certain other restricted payments;

- use assets as security in other transactions;

- make investments;

- enter into certain transactions with our affiliates; and

- sell certain assets or merge with other companies.

If we fail to comply with these covenants, we would be in default under the
Indenture, and the principal and accrued interest on the New Notes would become
due and payable. See "Description of Notes -- Certain Covenants."

In addition, our New Credit Facility and the other debt instruments of our
subsidiary guarantors contain restrictive covenants which are generally more
restrictive than those contained in the Indenture. These debt instruments also
require us to maintain specified consolidated financial ratios and satisfy
certain consolidated financial tests. Our ability to meet those financial ratios
and financial tests may be affected by events beyond our control, and we cannot
assure you that we will meet those tests. If we fail to meet those tests or
breach any of the covenants, the lenders under these debt instruments could
declare all amounts outstanding thereunder, together with accrued interest, to
be immediately due and payable. If we are unable to repay those amounts, the
lenders could proceed against the collateral granted to them to secure that
indebtedness. We cannot assure

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26

you that our assets would be sufficient to repay in full such indebtedness or
any other indebtedness, including the Notes.

In addition, if we are in default under the Indenture, our credit
facilities or certain instruments governing our other indebtedness, that default
could constitute a cross-default under the Indenture, such credit facilities or
the instruments governing our other indebtedness, as applicable. See
"Description of Notes" and "Description of Certain Indebtedness."

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE NOTEHOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS.

Under the federal bankruptcy laws and comparable provisions of state
fraudulent transfer laws, a Guarantee could be voided, or claims in respect of a
Guarantee could be subordinated to all other debts of the guarantor if, among
other things, the guarantor, at the time it incurred the debt evidenced by its
Guarantee, received less than reasonably equivalent value or fair consideration
for the incurrence of such debt and:

- was insolvent or rendered insolvent by reason of such incurrence;

- was engaged in a business or transaction for which that guarantor's
remaining assets constituted unreasonably small capital; or

- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its Guarantee could
be required to be returned to that guarantor, or to a fund for the benefit of
the creditors of that guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

- the sum of its debts, including contingent liabilities, was greater
than the fair salable value of all of its assets;

- the present fair salable value of its assets was less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature; or

- it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history
and other factors, we believe that each guarantor, after giving effect to its
Guarantee of the New Notes, will not be insolvent, will not have unreasonably
small capital for the business in which it is engaged and will not have incurred
debts beyond its ability to pay such debts as they mature. However, we cannot
assure you as to what standard a court would apply in making such determinations
or that a court would agree with our conclusions in this regard.

THERE IS NO PUBLIC MARKET FOR THE NEW NOTES, AND THE NEW NOTES ARE NOT FREELY
TRANSFERABLE.

Prior to the Exchange Offer, there has been no trading market for the New
Notes. We have been advised by the Initial Purchasers that they currently intend
to make a market in the New Notes; however, the Initial Purchasers are not
obligated to do so. Any market-making may be discontinued at any time, and we
cannot assure you that an active trading market for the New Notes will develop
or, if a trading market develops, that it will continue. Further, the liquidity
of, and trading market for, the New Notes may be adversely affected by declines
and volatility in the market for high yield securities generally. The liquidity
of and trading market for the New Notes also may be adversely affected by any
changes in our financial performance or prospects or in the prospects for the
other companies in our industry. We do not intend to list the New Notes on any
national securities exchange or to seek the admission thereof to trading in the
National Association of Securities Dealers Automated Quotation System.

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27

RISKS RELATED TO US

WE HAVE A HISTORY OF LOSSES.

We did not generate any operating income or net income for any year prior
to our fiscal year ended June 30, 1998. These losses were due primarily to the
operations of the Panthers. However, for the year ended June 30, 1998 and the
six months ended December 31, 1998, we had operating income of $25.5 million and
$10.9 million, respectively. For the year ended June 30, 1998, we also had net
income of $1.3 million, although higher interest expense in the six months ended
December 31, 1998 resulted in a net loss of $11.0 million. This increase in
operating income is due in part to our move into the high-end luxury resort
business, which is generally more profitable than professional sports
franchises. Operating income for our entertainment and sports business has also
improved recently due in significant part to the fact that we have been sharing
in the net profits of the newly-constructed National Car Rental Center. Despite
our recent increase in operating income, we cannot assure you that we will have
operating income or net income in the future.

WE MAY NEED ADDITIONAL FINANCING.

We believe that the cash flow from operations, together with borrowings
under our New Credit Facility, will be sufficient to finance our business
operations, meet our debt obligations and fund our short-term growth strategy.
However, we cannot assure you that our business will generate the level of cash
flow from operations that we expect or that future borrowings under our New
Credit Facility will be available to us. If our plans or assumptions change, if
our assumptions prove to be inaccurate or if we experience unanticipated costs
or competitive pressures, we may need to seek additional capital. We believe we
can obtain additional capital by selling debt or equity securities and/or by
borrowing money, although we cannot provide any assurances that we will be able
to do so. If we cannot obtain additional capital when it is needed, this may
have a material adverse effect on us.

WE MAY NEED TO MAKE SIGNIFICANT CAPITAL EXPENDITURES TO FURTHER DEVELOP OUR
RESORTS AND THESE EXPENDITURES MAY INVOLVE RISKS.

Our growth strategy contemplates expanding the infrastructure at certain of
our resorts or expanding within the respective geographic markets of certain of
the resorts. The resorts may also need renovations or other capital
improvements. Unexpected excessive costs of any expansion or needed renovation
or capital improvements could have a material adverse effect on our financial
condition or results of operations. Also, any capital expenditures we make on
expansion, renovation or improvement of the resorts may not generate the
financial returns we expect. Such capital expenditures could involve certain
risks, including:

- the possibility of environmental problems;

- the possibility that we 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 renovations;

- the emergence of unanticipated zoning and regulatory requirements; and

- competition from other resorts, hotels and alternative lodging
facilities.

WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE THE OPERATIONS OF RESORTS THAT WE
HAVE ACQUIRED.

In order to take full economic advantage of our resort acquisitions, we
need to effectively integrate the administrative, financial and marketing
organizations of each resort. We also need to effectively implement appropriate
operational, financial and management systems. This process may require a
disproportionate amount of time and attention of our management and financial
and other resources. Although we believe that we have the opportunity for
synergies and cost savings as a result of our resort acquisitions, the timing or
amount of synergies or cost savings that may ultimately be attained is
uncertain. Some of the anticipated economic advantages from our resort
acquisitions may not be achieved if our operations are not successfully
integrated or the appropriate systems are not implemented in a timely manner.
The difficulties of that

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28

integration and implementation may initially be increased by the necessity of
coordinating and integrating personnel with different business backgrounds and
corporate cultures. We cannot assure you that we will be able to successfully
integrate the operations of the resorts or implement the appropriate systems. As
a result, our business strategy might not be effective and we may not be able to
achieve our goals.

WE FACE A VARIETY OF RISKS FROM OPERATING RESORTS.

We may encounter risks common to the operations of resorts, including
over-building, which may lower room rates, increases in operating costs due to
inflation or other factors, dependence on tourism and weather conditions and
increases in travel costs and poor economic conditions. In addition, we may face
risks relating to the concentration of our resorts in South Florida. Any of
these risks could have a material adverse effect on our financial condition or
results of operations.

OUR BUSINESSES ARE HIGHLY COMPETITIVE.

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 the availability of alternative resort and hotel
operations in local markets. We face competition from a variety of other resort
and hotel operations, as well as country and other social clubs, many of which
have greater financial and other resources than us. An increase in the number of
our competitors' resorts could have a material adverse effect on the levels of
occupancy and average room rates of our resorts. If we fail to adequately
respond to competitive pressures in our market, it may have a material adverse
effect on us.

The Panthers compete for entertainment and sports dollars not only with
other major league sports, but also with college athletics and other
sports-related entertainment. During portions of its season, the Panthers
experience competition from professional basketball (the Miami Heat),
professional football (the Miami Dolphins) and professional baseball (the
Florida Marlins). Mr. Huizenga currently controls the Miami Dolphins. In
addition, minor league sports franchises (including minor league hockey),
colleges and universities, as well as public and private secondary schools in
South Florida, offer a full schedule of athletic events throughout the year. The
Panthers also compete for attendance and advertising revenue with a wide range
of other entertainment and recreational activities available in South Florida.
Additionally, subject to the terms of the NHL Collective Bargaining Agreement
and other agreements between the NHL and other entities, the Panthers compete
with other NHL and non-NHL teams, professional and otherwise, for available
players.

CONTROL BY H. WAYNE HUIZENGA.

We have two classes of common stock, Class A common stock and Class B
common stock. On each matter submitted for stockholder approval each share of
Class A common stock is entitled to one vote, and each share of Class B common
stock is entitled to 10,000 votes. We have issued all of the shares of Class B
common stock to Mr. Huizenga, assuring that he will have voting control of our
company, in order to satisfy certain NHL control requirements. As of March 31,
1999, Mr. Huizenga beneficially owned voting stock of our company with the power
to vote approximately 98.8% of the total votes entitled to be cast on any matter
submitted to a vote of stockholders. Mr. Huizenga may not sell his controlling
interest in our company unless the NHL approves the sale. As the sole owner of
Class B common stock, Mr. Huizenga has the ability to indirectly control our
management and policies as well as the outcome of substantially all
non-extraordinary matters submitted to the stockholders for approval, including
the election of directors.

Nothing in our charter or bylaws restricts the transfer of Class B common
stock. As a result, Mr. Huizenga may sell his controlling interest, subject to
the NHL approval, without the approval of the holders of Class A common stock.
However, if Mr. Huizenga were to sell his controlling interest, then certain
change-of-control provisions of the Indenture may apply. Also, Mr. Huizenga may
receive a substantial premium price for selling his controlling interest in our
company.

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29

WE DEPEND ON OUR KEY PERSONNEL.

For the foreseeable future, we will be materially dependent on the services
of Mr. Huizenga. The loss of Mr. Huizenga's services could have a material
adverse effect on our business. We do not carry key man life insurance on Mr.
Huizenga or any of our officers or directors.

OUR RESORT BUSINESS IS SEASONAL.

Our resort operations are generally seasonal. Our resorts historically
experience greater revenue, costs and profits in the second and third quarters
of the fiscal year ended June 30 due to increased occupancy and room rates
during the winter months. On a pro forma basis for acquisitions, approximately
70% of our annual revenue was historically generated during these quarters.

WE MAY NEED TO MAKE SUBSTANTIAL CAPITAL EXPENDITURES IN ORDER TO COMPLY WITH THE
AMERICANS WITH DISABILITIES ACT.

Our resorts and other properties are subject to the requirements of the
Americans with Disabilities Act (the "ADA"), which generally requires that
public accommodations be made accessible to disabled persons. We believe that
our resorts and other properties are in substantial compliance with the ADA and
that we will not be required to make substantial capital expenditures to address
the requirements of the ADA. However, compliance with the ADA could require
removal of access barriers and noncompliance could result in the imposition of
fines by the federal government or the award of damages to private litigants. If
we were required to make substantial alterations in one or more of the resorts
or our other properties in order to comply with the ADA, our financial condition
and results of operations could be adversely affected.

WE MAY BECOME SUBJECT TO LIABILITIES UNDER ENVIRONMENTAL LAWS.

Our operating costs may be affected by the obligation to pay for the cost
of complying with existing environmental laws, ordinances and regulations,
including the cleanup of contamination, as well as the cost of complying with
future legislation. In connection with our acquisition of the resorts and our
other properties, we have obtained Phase I, and in some instances Phase II,
environmental site assessments in order to evaluate potential environmental
liabilities at these properties. Although these assessments have identified
certain matters that will require us to incur costs to remedy, based on current
information, none of these matters appears likely to have a material adverse
effect on our business, assets, results of operations or liquidity. However,
because these assessments cannot give full and complete knowledge of
environmental liability and compliance matters, we cannot assure you that the
costs of complying with environmental laws and of defending against claims of
liability arising under environmental laws will not have a material adverse
effect on our financial condition and results of operations. See
"Business -- Environmental Matters."

OUR INSURANCE MAY NOT BE ADEQUATE.

We maintain comprehensive insurance on our resorts, including liability,
business interruption, fire and extended coverage, in the types and amounts we
believe are customary in the resort and hotel industry. We use our discretion in
determining amounts, coverage limits and deductibility provisions of insurance,
with a view to obtaining appropriate insurance on the resorts at a reasonable
cost and on suitable terms. Nevertheless, in some circumstances our insurance
coverage may not be sufficient to pay the full current market value or current
replacement value of a lost investment, and the insurance proceeds we receive
may not be adequate to restore our economic position with respect to the
resorts. Furthermore, certain losses may be uninsurable or not economically
insurable.

The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after a
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured, or disability insurance does not cover the entire
amount of the injured player's salary, we may be obligated to pay all or a
portion of the injured player's salary.

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WE MAY FACE A VARIETY OF RISKS IF WE ENTER INTO BUSINESS ACQUISITIONS, JOINT
VENTURES AND/OR DIVESTITURES IN THE FUTURE.

We have achieved much of our growth through acquisitions. Our growth
strategy may lead us to pursue additional acquisitions of resort-related,
sports-related or other types of businesses. In addition, we may pursue joint
ventures and/or divestitures in the future. Our success will depend upon our
ability to identify and finance attractive alternative business acquisitions,
ventures and/or divestitures. The risks related to acquisitions, joint ventures
and/or divestitures include:

- potential diversion of management;

- unanticipated liabilities or contingencies from acquired businesses or
ventures;

- environmental and other regulatory costs;

- suitability of a joint venture partner;

- reduced earnings due to increased goodwill amortization, increased
interest costs and costs related to integration of acquisitions;

- integrating the businesses that we acquire;

- need to manage growth of acquired businesses or joint ventures; and

- potential corporate reorganization and reallocation of resources due to
divestitures.

WE FACE POTENTIAL LIABILITIES AND RESTRICTIONS ON OWNERSHIP AS A RESULT OF OUR
NATIONAL HOCKEY LEAGUE MEMBERSHIP.

The Panthers are generally jointly and severally liable with the other
members of the NHL for the debts and obligations of the National Hockey League.
If another member of the NHL does not pay its pro rata share of any debt or
obligation, the Panthers would be obligated to pay a pro rata share of such debt
or obligation, after all other individual team remedies are exhausted, including
the sale of a member team.

The NHL constitution and bylaws require a person or a group of persons
holding a 5.0% or more interest in our Company to obtain the prior approval of
the NHL. The NHL may withhold its approval in its sole discretion.

WE HAVE NOT YET ACHIEVED YEAR 2000 COMPLIANCE.

We have completed an assessment relative to the modification or replacement
of portions of our software so that our computer systems will function properly
with respect to dates in the year 2000 and thereafter. We are also in the
process of identifying and reviewing our non-information technology systems with
respect to Year 2000 ("Y2K") issues. In addition, we have begun to communicate
with third parties in order to determine the extent to which our interface
systems are vulnerable to those third parties' failure to remediate their own
Y2K issues. As of December 31, 1998, we had spent approximately $100,000 on Y2K
issues. Our Y2K project is scheduled to be completed by June 30, 1999, and the
total cost is expected not to exceed $500,000. However, we can provide no
assurance that the total cost will not exceed $500,000.

We also believe that, once we remediate our business software applications,
as well as other equipment with embedded technology, the Y2K issue will not
present a materially adverse risk to our future consolidated results of
operations, liquidity and capital resources. However, if such remediation is not
completed in a timely manner or the level of timely compliance by key suppliers
or vendors is not sufficient, the Y2K issue could have a material adverse impact
on our operations including, but not limited to, delays in delivery of products
from third party vendors, increased operating costs, loss of customers or
suppliers, or other significant disruptions to our business. We have in place
comprehensive contingency and business continuation plans.

WE COULD INCUR SUBSTANTIAL LIABILITIES IF CERTAIN LITIGATION IS RESOLVED
UNFAVORABLY.

We are currently party to certain shareholder derivative and purported
class action litigation, which if concluded adversely to our interests could
have a material adverse effect on our financial condition or results of
operations. See "Business -- Legal Proceedings."

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USE OF PROCEEDS

The net proceeds from the sale of the Old Notes in the Private Debt
Offering were approximately $329.2 million, after deducting placement fees and
other offering expenses. We will not receive any proceeds from the Exchange
Offer. The net proceeds from the sale of the Old Notes in the Private Debt
Offering were used to repay our short-term indebtedness and part of our
long-term indebtedness. See "Description of Certain Indebtedness" for
information on the indebtedness repaid, as well as information on our New Credit
Facility.

THE EXCHANGE OFFER

THE EXCHANGE OFFER; PERIOD FOR TENDERING OLD NOTES

Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
Exchange Offer), we will accept for exchange Old Notes which are properly
tendered on or prior to the Expiration Date and not withdrawn as permitted
below. As used herein, the term "Expiration Date" means 5:00 p.m., New York City
time, on June , 1999; provided, however, that if we, in our sole discretion,
have extended the period of time for which the Exchange Offer is open, the term
"Expiration Date" means the latest time and date to which the Exchange Offer is
extended.

As of the date of this Prospectus, $340.0 million aggregate principal
amount at maturity of the Old Notes is outstanding. This Prospectus, together
with the Letter of Transmittal, is first being sent on or about May , 1999, to
all holders of Old Notes known to us. Our obligation to accept Old Notes for
exchange pursuant to the Exchange Offer is subject to certain conditions set
forth under "-- Conditions of the Exchange Offer" below.

We expressly reserve the right, at any time or from time to time, to extend
the period of time during which the Exchange Offer is open, and thereby delay
acceptance for exchange of any Old Notes, by giving oral or written notice of
such extension to the Holders thereof as described below. During any such
extension, all Old Notes previously tendered will remain subject to the Exchange
Offer and may be accepted for exchange by the Company. Any Old Notes not
accepted for exchange for any reason will be returned without expense to the
tendering holder as promptly as practicable after the expiration or termination
of the Exchange Offer.

Old Notes tendered in the Exchange Offer must be in denominations of
principal amount at maturity of $1,000 and any integral multiple thereof.

We expressly reserve the right to amend or terminate the Exchange Offer,
and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the occurrence of any of the conditions of the Exchange Offer
specified below under "-- Conditions of the Exchange Offer." We will give
written or oral notice of any extension, amendment, non-acceptance or
termination to the holders of the Old Notes as promptly as practicable, such
notice in the case of any extension to be issued by means of a press release or
other public announcement no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.

RESALE OF NEW NOTES

Based on an interpretation by the staff of the Commission set forth in
no-action letters issued to third parties, including "Shearman & Sterling"
(available July 2, 1993), "K-III Communications Corporation" (available May 14,
1993), "Morgan Stanley & Co. Incorporated" (available June 5, 1991), "Mary Kay
Cosmetics, Inc." (available June 5, 1991), "Warnaco, Inc." (available October
11, 1991) and "Exxon Capital Holdings Corporation" (available May 13, 1988), the
Company believes that, except as described below, the New Notes issued pursuant
to the Exchange Offer in exchange for Old Notes may be offered for resale,
resold and otherwise transferred by any Holder of such Notes (other than any
such Holder which is a broker-dealer or an "affiliate" of the Company or the
Guarantors within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that, (i) such New Notes are acquired in the ordinary
course of such holder's business, (ii) such holder has no arrangement or
understanding with any person to participate in the distribution of such New
Notes, and
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(iii) such holder is not engaged in, and does not intend to engage in, a
distribution of such New Notes. We do not intend to request the Commission to
consider, and the Commission has not considered, the Exchange Offer in the
context of a no-action letter and there can be no assurance that the staff of
the Commission would make a similar determination with respect to the Exchange
Offer as it has in such other circumstances. By tendering Old Notes for New
Notes, each holder will represent to us, that (i) the New Notes acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the holder, (ii) neither the holder nor any such other person is engaging in or
intends to engage in a distribution of such New Notes and if such holder is not
a broker-dealer, neither the holder nor any such other person has an arrangement
or understanding with any person to participate in the distribution of such New
Notes within the meaning of the Securities Act and (iii) neither the holder nor
any such person is an affiliate of us or the Guarantors as defined in Rule 405
under the Securities Act. In the event that any holder of Old Notes cannot make
the requisite representations to us, such holder cannot rely on such
interpretation by the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. Unless an exemption from
registration is otherwise available, any such resale transaction should be
covered by an effective registration statement containing the selling security
holders information required by Item 507 of Regulation S-K under the Securities
Act. This Prospectus may be used for an offer to resell, resale or other
transfer of New Notes only as specifically set forth herein.

Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes, where such Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Notes, and that it has not entered into any arrangements or understanding with
us or any of our affiliates to distribute New Notes in connection with any
resale of such New Notes. See "Plan of Distribution." The Letter of Transmittal
states that by so acknowledging and delivering such a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

INTEREST ON THE NEW NOTES

The New Notes will bear interest at 9 7/8% per annum. Interest on the New
Notes will be payable semi-annually, in arrears, on April 15 and October 15 of
each year, commencing on October 15, 1999. holders of New Notes will receive
interest on October 15, 1999 from the date of initial issuance of the New Notes,
plus an amount equal to the accrued interest on the Old Notes from the most
recent date to which interest has been paid to the date of exchange thereof for
New Notes. Interest on the Old Notes accepted for exchange will cease to accrue
upon issuance of the New Notes.

PROCEDURES FOR TENDERING OLD NOTES

The tender of Old Notes by a holder thereof as set forth below and the
acceptance thereof by us will constitute a binding agreement between the
tendering holder and us upon the terms and subject to the conditions set forth
in this Prospectus and in the accompanying Letter of Transmittal. Except as set
forth below, a holder who wishes to tender Old Notes for exchange pursuant to
the Exchange Offer must transmit a properly completed and duly executed Letter
of Transmittal, including all other documents required by such Letter of
Transmittal or (in the case of a book-entry transfer) an Agent's Message (as
defined) in lieu of such letter of Transmittal, to The Bank of New York (the
"Exchange Agent") at the address set forth below under "Exchange Agent" on or
prior to the Expiration Date. In addition, either (i) certificates for such Old
Notes must be received by the Exchange Agent along with the Letter of
Transmittal, or (ii) a timely confirmation of a book-entry transfer (a
"Book-Entry Confirmation") of such Old Notes, if such procedure is available,
into the Exchange Agent's account at the Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedure for book-entry
transfer described below, must be received by the Exchange Agent prior to the
Expiration Date with the Letter of Transmittal or an Agent's Message in lieu of
such Letter of Transmittal, or (iii) the holder must comply with the guaranteed
delivery procedures described below. "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility to and received by the Exchange
Agent and forming a part of a Book-Entry Confirmation, which states that the
Book-Entry Transfer

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Facility has received an express from the tendering participant, which
acknowledgment states that such participant has received and agrees to be bound
by the Letter of Transmittal and that we may enforce such Letter of Transmittal
against such participant. THE METHOD OF DELIVERY OF OLD NOTES, LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF
TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO US.

Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Old Notes surrendered for exchange
pursuant thereto are tendered (i) by a registered holder of the Old Notes who
has not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution (as defined). In the event that signatures on a Letter
of Transmittal or a notice of withdrawal as the case may be, are required to be
guaranteed, such guarantees must be by a firm which is a member of the National
Association of Securities Dealers, Inc., by a commercial bank or trust company
having an office or correspondent in the United States or by an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(collectively, "Eligible Institutions"). If Old Notes are registered in the name
of a person other than a signer of the Letter of Transmittal, the Old Notes
surrendered for exchange must be endorsed by, or accompanied by a written
instrument or instruments of transfer or exchange, in satisfactory form as
determined by us in our sole discretion, duly executed by the registered holder
with the signature thereon guaranteed by an Eligible Institution.

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Notes tendered for exchange will be determined by
us in our sole discretion, which determination shall be final and binding. We
reserve the absolute right to reject any and all tenders of any particular Old
Note not properly tendered or not accept any particular Old Note which
acceptance might, in our judgment or the judgment of our counsel, be unlawful.
We also reserve the absolute right to waive any defects or irregularities or
conditions of the Exchange Offer as to any particular Old Note either before or
after the Expiration Date (including the right to waive the ineligibility of any
holder who seeks to tender Old Notes in the Exchange Offer). The interpretation
of the terms and conditions of the Exchange Offer as to any particular Old Note
either before or after the Expiration Date (including the Letter of Transmittal
and the instructions thereto) by us shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with the tenders of
Old Notes for exchange must be cured within such reasonable period of time as we
shall determine. Neither we nor the Exchange Agent nor any other person shall be
under any duty to give notification of any defect or irregularity with respect
to any tender of Old Notes for exchange, nor shall any of them incur any
liability for failure to give such notification.

If the Letter of Transmittal is signed by a person or persons other than
the registered holder or holders of Old Notes, such Old Notes must be endorsed
or accompanied by powers of attorney, in either case signed by the registered
holder or holders exactly as the name or names of the registered holder or
holders appear on the Old Notes.

If the Letter of Transmittal or any Old Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
us, proper evidence satisfactory to us of their authority to so act must be
submitted with the Letter of Transmittal.

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES

Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
we will accept, promptly after the Expiration Date, all Old Notes properly
tendered and will issue the New Notes promptly after acceptance of the Old
Notes. See "-- Conditions of the Exchange Offer" below. For purposes of the
Exchange Offer, we shall be deemed to have accepted properly tendered Old Notes
for exchange when, as and if we have given

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oral or written notice thereof to the Exchange Agent, with written confirmation
of any oral notice to be given promptly thereafter.

For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount at maturity equal to that of the
surrendered Old Note.

In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of (i) certificates for such Old Notes or a timely
Book-Entry Confirmation of such Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility, (ii) a properly completed and duly executed
Letter of Transmittal or an Agent's Message in lieu thereof and (iii) all other
required documents. If any tendered Old Notes are not accepted for any reason
set forth in the terms and conditions of the Exchange Offer or if Old Notes are
submitted for a greater principal amount than the holder wishes to exchange,
such unaccepted or non-exchange Old Notes will be returned without expense to
the tendering Holder thereof (or, in the case of Old Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer
Facility pursuant to the book-entry procedures described below, such
non-exchanged Old Notes will be credited to an account maintained with such
Book-Entry Transfer Facility) as promptly as practicable after the expiration or
termination of the Exchange Offer.

BOOK-ENTRY TRANSFER

The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer promptly after the date of this Prospectus. Any financial
institution that is a participant in the Book-Entry Transfer Facility's systems
may make book-entry delivery of Old Notes by causing the Book-Entry Transfer
Facility to transfer such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's procedures for transfer. Such participant using the Book-Entry
Transfer Facility's procedures for transfer should transmit its acceptance to
the Book-Entry Transfer Facility on or prior to the Expiration Date or comply
with the guaranteed delivery procedures described below. The Book-Entry Transfer
Facility will verify such acceptance, execute a book-entry transfer of the
tendered Old Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility and then send to the Exchange Agent confirmation of such book-entry
transfer, including the Agent's Message confirming that the Book-Entry Transfer
Facility has received an express acknowledgment from such participant that such
participant has received and agrees to be bound by the Letter of Transmittal and
that the Company may enforce the Letter of Transmittal against such participant.
However, although delivery of Old Notes may be effected through book-entry
transfer at the Book-Entry Transfer facility, an Agent's Message and any other
required documents, must, in any case, be transmitted to and received by the
Exchange Agent at the address set forth below under "-- Exchange Agent" on or
prior to the Expiration Date or there must be compliance with the guaranteed
delivery procedures described below.

GUARANTEED DELIVERY PROCEDURES

If a holder of Old Notes desires to tender such Old Notes and the Old Notes
are not immediately available, or time will not permit such holder's Old Notes
or other required documents to reach the Exchange Agent before the Expiration
Date, or the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected if (i) the tender is made through an Eligible
Institution, (ii) prior to the Expiration Date, the Exchange Agent received from
such Eligible Institution a Notice of Guaranteed Delivery, substantially in the
form provided by the Company (by telegram, telex, facsimile transmission, mail
or hand delivery), setting forth the name and address of the holder of the Old
Notes and the amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that within three New York Stock Exchange ("NYSE")
trading days after the date of the execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Old Notes, in proper form
for transfer, or a Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed appropriate Letter of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) with any required
signature guarantees and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution
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with the Exchange Agent, and (iii) the certificates for all physically tendered
Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof) with any
required signature guarantees and all other documents required by the Letter of
Transmittal, are received by the Exchange Agent within three NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.

WITHDRAWAL RIGHTS

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.

For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at the address set forth below under "-- Exchange
Agent" prior to 5:00 p.m., New York City time, on the Expiration Date. Any such
notice of withdrawal must (i) specify the name of the person having tendered the
Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be
withdrawn (including the certificate number or numbers and principal amount at
maturity of such Old Notes), (iii) contain a statement that such holder is
withdrawing his election to have such Old Notes exchanged, (iv) be signed by the
holder in the same manner as the original signature on the Letter of Transmittal
by which such Old Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer to have the trustee with
respect to the Old Notes register the transfer of such Old Notes in the name of
the person withdrawing the tender and (v) specify the name in which such Old
Notes are registered, if different from that of the depositor. If Old Notes have
been tendered pursuant to the procedure for book-entry transfer described above,
any notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer and no New Notes will
be issued with respect thereto unless the Old Notes so withdrawn are validly
retendered. Any Old Notes that have been tendered for exchange but which are not
exchanged for any reason will be returned to the holder thereof without cost to
such Holder (or, in the case of Old Notes tendered by book-entry transfer into
the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described above, such Old Notes will be credited
to an account maintained with the Book-Entry Transfer Facility for the Old
Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Notes may retendered
by following the procedures described under "-- Procedures for Tendering Old
Notes" above at any time on or prior to 5:00 p.m., New York City time, on the
Expiration Date.

CONDITIONS OF THE EXCHANGE OFFER

The Exchange Offer is not conditioned upon any minimum principal amount at
maturity of the Old Notes being tendered for exchange. However, notwithstanding
any other provisions of the Exchange Offer, we will not be required to accept
for exchange, or exchange any New Notes for, any Old Notes, and may terminate
the Exchange Offer as provided herein before the acceptance of any Old Notes for
exchange, if:

(a) any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the Exchange Offer which, in
our sole judgment, might materially impair our ability to proceed with the
Exchange Offer;

(b) any law, statute, rule or regulation is proposed, adopted or enacted,
or any existing law, statue, rule or regulation is interpreted by the staff of
the Commission, which, in the Company's sole judgment, might materially impair
our ability to proceed with the Exchange Offer; or

(c) any governmental approval has not been obtained, which approval we
shall, in our sole discretion, deem necessary for the consummation of the
Exchange Offer as contemplated hereby.

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If we determine in our sole discretion that any of these conditions are not
satisfied, we may (i) refuse to accept any Old Notes and return all tendered Old
Notes to the tendering holders, (ii) extend the Exchange Offer and retain all
Old Notes tendered prior to the expiration of the Exchange Offer, subject,
however, to the rights of holders who tendered such Old Notes to withdraw their
tendered Old Notes, or (iii) waive such unsatisfied conditions with respect to
the Exchange Offer and accept all properly tendered Old Notes which have not
been withdrawn.

The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition or may be
waived by us in whole or in part at any time and from time to time in its sole
discretion. The failure by us at any time to exercise any of the foregoing
rights shall not be deemed a waiver or any such right, and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time.

In addition, we will not accept for exchange any Old Notes tendered, and no
New Notes will be issued in exchange for any such Old Notes, if at such time any
stop order shall be threatened or in effect with respect to the Registration
Statement of which this Prospectus constitutes a part or the qualification of
the Indenture under the Trust Indenture Act of 1939, as amended.

EXCHANGE AGENT

The Bank of New York has been appointed as the Exchange Agent for the
Exchange Offer. All executed Letters of Transmittal should be directed to the
Exchange Agent at the address set forth below. Questions and requests for
assistance, requests for additional copies of this Prospectus or of the Letter
of Transmittal and requests for Notices of Guaranteed Delivery should be
directed to the Exchange Agent addressed as follows:

BY MAIL: BY HAND OR OVERNIGHT COURIER:

The Bank of New York The Bank of New York
Corporate Trust Corporate Trust Services Window
101 Barclay Street -- 7E 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attention: Theresa Gass Attention: Theresa Gass
Reorganization Section Reorganization Section

FACSIMILE TRANSMISSION: CONFIRMED BY TELEPHONE:

212-815-4699 212-815-5942

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

FEES AND EXPENSES

We will not make any payment to brokers, dealers or others soliciting
acceptances of the Exchange Offer. We, however, will pay the Exchange Agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith.

The cash expenses to be incurred by us in connection with our performance
and completion of the Exchange Offer will be paid us. Such expenses include fees
and expenses of the Exchange Agent and Trustee, accounting and legal fees and
printing costs, among others.

TRANSFER TAXES

Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, certificates
representing New Notes or Old Notes for principal amounts not

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tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered holder
of the Old Notes tendered hereby, or if tendered Old Notes are registered in the
name of any person other than the person signing this Letter of Transmittal, or
if a transfer tax is imposed for any reason other than the exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or on any other persons) will be
payable by the tendering holder.

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the provisions in
the Indenture regarding transfer and exchange of the Old Notes and the
restrictions on transfer of such Old Notes as set forth in the legend thereon as
a consequence of the issuance of the Old Notes pursuant to exemptions from, or
in transactions not subject to, the registration requirements of the Securities
Act and applicable state securities laws. Accordingly, such Old Notes may be
resold only (i) to the Company (upon redemption thereof or otherwise), (ii)
pursuant to an effective registration statement under the Securities Act, (iii)
so long as the old Notes are eligible for resale pursuant to Rule 144A, to a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act in a transaction meeting the requirements of Rule 144A, or (iv)
pursuant to another available exemption from the registration requirements of
the Securities Act, in each case in accordance with any applicable securities
laws of any state of the United States. We do not currently anticipate that it
will register under the Securities Act the resale of any Old Notes that remain
outstanding after consummation of the Exchange Offer (subject to limited
exceptions, if applicable).

Holders of the Old and New Notes which remain outstanding after
consummation of the Exchange Offer will vote together as a single class for
purposes of determining whether holders of the requisite percentage thereof have
taken certain actions or exercised certain rights under the Indenture.

Upon consummation of the Exchange Offer, holders of Old Notes will not be
entitled to any further registration rights under the Registration Rights
Agreement, except under limited circumstances. See "Exchange Offer; Registration
Rights."

ACCOUNTING TREATMENT

The New Notes will be recorded at the same carrying value as the Old Notes
as reflected in our accounting records on the date of the exchange. Accordingly,
no gain or loss for accounting purposes will be recognized by us.

31
38

CAPITALIZATION

The following table sets forth at December 31, 1998 (1) our actual
capitalization, and (2) our as adjusted capitalization, which gives effect to
our private placement of Class A common stock which closed on February 18, 1999,
our rights offering of Class A common stock which closed on April 6, 1999, the
initial borrowings under our New Credit Facility, the Private Debt Offering and
the application of the net proceeds from these financings. This table should be
read in conjunction with the Consolidated Financial Statements and notes thereto
and the Unaudited Condensed Consolidated Pro Forma Financial Statements and
notes thereto included elsewhere in this Prospectus.

DECEMBER 31, 1998
------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)

Cash and cash equivalents................................... $ 12,884 $ 12,884
========== ==========
Restricted cash(1).......................................... $ 24,790 $ 24,790
========== ==========
Debt (including short-term and long-term)(2):
Interim loan payable to bank.............................. $ 219,940 $ --
Boca Raton Resort mortgage................................ 108,500 108,500
Arizona Biltmore loan..................................... 99,750 --
Arizona Biltmore mortgage................................. 62,097 62,097
Arizona Biltmore earnout note............................. 45,287 28,620
Hockey revolving credit facility.......................... 35,000 --(3)
Pier 66 mortgage.......................................... 25,952 --
Unsecured line-of-credit.................................. 10,000 --
Arizona Biltmore seller note.............................. 500 500
New Credit Facility....................................... -- 24,851(3)
9 7/8% Senior Subordinated Notes.......................... -- 340,000
---------- ----------
Total debt.................................................. 607,026 564,568
Total shareholders' equity.................................. 419,471 475,696
---------- ----------
Total capitalization........................................ $1,026,497 $1,040,264
========== ==========

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

(1) Consists primarily of escrow amounts maintained in accordance with the terms
of the Boca Raton Resort mortgage and cash collected by us in our capacity
as operator of the National Car Rental Center.
(2) See "Description of Certain Indebtedness" for information on our
indebtedness, including indebtedness repaid in connection with the Private
Debt Offering.
(3) Total availability under the Hockey revolving credit facility and the New
Credit Facility at December 31, 1998, as adjusted, is $35.0 million and
$146.0 million, respectively. Total undrawn funds on these revolving credit
facilities after giving effect to the application of net proceeds from these
financings is approximately $156.1 million.

32
39

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE DATA, OPERATING MARGINS AND RATIOS)

The following table presents selected consolidated statement of operations,
other operating data and balance sheet data of our company for the periods and
the dates indicated. The selected statement of operations and other operating
data for each of the fiscal years 1994, 1995, 1996, 1997 and 1998 and the
selected balance sheet data at June 30, 1994, 1995, 1996, 1997 and 1998
presented below were derived from our consolidated financial statements and
notes thereto, which have been audited by Arthur Andersen LLP, independent
certified public accountants. The selected statement of operations and other
operating data for the six months ended December 31, 1997 and 1998 and the
selected balance sheet data at December 31, 1998 were derived from unaudited
interim condensed consolidated financial statements and notes thereto and are
included elsewhere in this Prospectus. The unaudited interim condensed
consolidated financial statements of our company include all adjustments
(consisting only of normal recurring adjustments) which in the opinion of our
management are necessary for a fair presentation of our financial position and
results of operations for these periods. Historical operating results for the
six months ended December 31, 1997 and 1998 are not necessarily indicative of
the results that may be expected for a full year.

SIX MONTHS ENDED
FISCAL YEAR ENDED JUNE 30, DECEMBER 31,
---------------------------------------------------- -------------------
1994 1995 1996 1997 1998 1997 1998
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)

STATEMENT OF OPERATIONS:
Revenue:
Leisure and recreation............................. $ -- $ -- $ -- $ 17,567 $252,603 $ 88,380 $128,872
Entertainment and sports........................... 21,682 17,746 34,087 36,695 43,586 21,149 28,455
-------- -------- -------- -------- -------- -------- --------
Total revenue.................................... 21,682 17,746 34,087 54,262 296,189 109,529 157,327
Operating expenses:
Cost of leisure and recreation services............ -- -- -- 6,658 110,084 43,468 63,042
Cost of entertainment and sports services.......... 20,189 17,210 35,958 35,135 45,919 21,577 22,161
Selling, general and administrative expenses....... 5,512 5,569 8,371 15,150 91,579 40,364 46,226
Depreciation and amortization...................... 6,444 6,266 9,815 5,698 23,155 8,915 15,031
-------- -------- -------- -------- -------- -------- --------
Total operating expenses..................... 32,145 29,045 54,144 62,641 270,737 114,324 146,460
Operating income (loss).............................. (10,463) (11,299) (20,057) (8,379) 25,452 (4,795) 10,867
Interest and other income............................ 65 38 122 1,923 2,307 1,318 1,470
Interest and other expense........................... (2,528) (3,741) (5,030) (3,364) (24,673) (6,663) (23,217)
Minority interest.................................... -- (384) (174) (440) (1,813) (856) (180)
-------- -------- -------- -------- -------- -------- --------
Net income (loss).................................... $(12,926) $(15,386) $(25,139) $(10,260) $ 1,273 $(10,996) $(11,060)
======== ======== ======== ======== ======== ======== ========
OTHER DATA:
Net cash flow from operating, investing and financing
activities(1)...................................... $ (7,631) $ (210) $ (772) $ 13,244 $ 23,519 $ (842) $(24,344)
EBITDA:
Leisure and recreation............................. -- -- -- 5,512 72,478 14,184 29,922
Entertainment and sports........................... (3,954) (4,995) (10,120) (6,040) (12,092) (5,161) 1,471
Corporate.......................................... -- -- -- (230) (9,472) (3,585) (4,025)
-------- -------- -------- -------- -------- -------- --------
Total EBITDA(2).................................. (3,954) (4,995) (10,120) (758) 50,914 5,438 27,368
Net membership fees deferred during the period(3).... -- -- -- -- 5,814 -- 3,723
-------- -------- -------- -------- -------- -------- --------
Adjusted EBITDA(4)................................... $ (3,954) $ (4,995) $(10,120) $ (758) $ 56,728 $ 5,438 $ 31,091
======== ======== ======== ======== ======== ======== ========
EBITDA margin(5)..................................... -- -- -- -- 17% 5% 17%
Adjusted EBITDA margin(6)............................ -- -- -- -- 19% 5% 19%
Capital expenditures................................. $ 1,275 $ 161 $ 140 $ 1,494 $ 47,806 $ 30,518 $ 61,781
Cash interest expense(7)............................. 2,528 3,741 5,030 3,364 23,660 6,663 22,968
Ratio of earnings to fixed charges(8)................ -- -- -- -- 1.0x -- 0.6x

AT JUNE 30, AT DECEMBER 31,
------------------------------------------------------ ---------------
1994 1995 1996 1997 1998 1998
-------- -------- -------- -------- ---------- ---------------

BALANCE SHEET DATA:
Cash and cash equivalents.............................. $ 1,447 $ 1,237 $ 465 $ 13,709 $ 37,228 $ 12,884
Restricted cash........................................ -- -- -- 30,110 29,296 24,790
Total current assets................................... 2,996 3,408 3,756 70,590 111,182 96,053
Total assets........................................... 49,019 53,587 47,760 600,392 1,128,207 1,214,627
Total current liabilities.............................. 17,712 50,292 67,786 46,375 403,096 462,436
Total debt............................................. 50,249 67,226 85,172 186,056 540,626 607,026
Non-current obligations................................ 45,169 25,643 28,277 251,003 292,708 330,763
Total shareholders' equity (deficit)................... (13,862) (22,348) (48,303) 301,153 430,511 419,471

33
40

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

(1) The details of the cash flows from these items are presented in the
Consolidated Statements of Cash Flows included elsewhere in this Prospectus.
(2) EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization and minority interest. Our management and certain
investors use EBITDA and Adjusted EBITDA (see below) as indicators of our
historical ability to service debt, to sustain potential future increases in
debt and to satisfy capital requirements. However, neither EBITDA nor
Adjusted EBITDA is intended to represent cash flows for the period. In
addition, they have not been presented as alternatives to either (i)
operating income (as determined by generally accepted accounting principles,
or GAAP) as an indicator of operating performance or (ii) cash flows from
operating, investing and financing activities (as determined by GAAP) and is
thus susceptible to varying calculations. EBITDA and Adjusted EBITDA as
presented may not be comparable to other similarly titled measures of other
companies.
(3) Represents the annual change in deferred revenue from the Premier Club at
the Boca Raton Resort and Club. The Premier Club currently requires a
non-refundable initial membership fee of $45,000 and annual social dues
starting at $2,300 net of expenses related to the Premier Club. We offer
internal financing of the initial membership fee to our customers.
Accordingly, the net membership fees deferred during the period include cash
as well as financed membership sales. Members of the Premier Club have
access to the Boca Raton Resort and Club grounds and recreational
facilities, which are otherwise restricted to resort guests. Initial
membership fees are recorded as revenues over the estimated life of the
membership. Unrecognized portions of the initial membership fees are
reflected as deferred revenue on the Consolidated Balance Sheets.
(4) Adjusted EBITDA represents EBITDA plus the amount of net membership fees
deferred during the period.
(5) EBITDA margin is defined as EBITDA divided by total revenue.
(6) Adjusted EBITDA margin is defined as adjusted EBITDA divided by the sum of
total revenue plus net membership fees deferred during the period.
(7) Cash interest expense is defined as interest expense less amortization of
financing costs and imputed interest on certain obligations with no stated
interest rate plus capitalized interest expense.
(8) The ratio of earnings to fixed charges has been computed based on our net
income (loss) plus fixed charges divided by fixed charges. Fixed charges
include interest expense and capitalized interest. The deficiency in the
ratio of earnings to fixed charges on a historical basis was primarily due
to losses of the Panthers. We did not acquire our first resort property
until March 1997. For the fiscal years ended June 30, 1994, 1995, 1996 and
1997, earnings were insufficient to cover fixed charges by $10.4 million,
$11.6 million, $20.1 million and $6.9 million, respectively. For the six
months ended December 31, 1997, earnings were insufficient to cover fixed
charges by $4.3 million.

34
41

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS

The unaudited condensed consolidated pro forma financial statements
included in this Prospectus reflect adjustments to our historical results of
operations to give effect to the acquisition and financing transactions
discussed below.

FINANCINGS

Common Stock Offering

In August 1997, we issued and sold 6,000,000 shares of Class A common stock
at a price of $19.25 per share, resulting in net proceeds to us of $108.8
million after deducting underwriting fees and other expenses. We refer to this
transaction as the "Common Stock Offering." The application of the net proceeds
of the Common Stock Offering has been reflected in the unaudited condensed
consolidated pro forma statements of operations for the six months ended
December 31, 1997 and the year ended June 30, 1998 as if it had occurred at the
beginning of the periods presented.

Private Placement

In February 1999, we issued and sold 4,022,561 shares of unregistered, but
otherwise unrestricted, Class A common stock in a private placement at a price
of $10.25 per share, resulting in net proceeds to us of $40.2 million after
deducting placement agency fees and other expenses. We refer to this transaction
as the "Private Placement." The application of the net proceeds of the Private
Placement has been reflected in the unaudited condensed pro forma consolidated
statements of operations as if it had occurred at the beginning of the periods
presented and in the consolidated pro forma balance sheet as if it had occurred
on December 31, 1998.

Rights Offering

On April 6, 1999, we consummated our rights offering pursuant to which we
sold 1,575,621 shares of our Class A common stock at $10.25 per share, resulting
in net proceeds of approximately $16.0 million. We refer to this transaction as
the "Rights Offering."

The Private Debt Offering

We sold $340.0 million aggregate principal amount of senior subordinated
notes in the Private Debt Offering. The application of the net proceeds of the
Private Debt Offering has been reflected in the unaudited condensed consolidated
pro forma statements of operations as if it had occurred at the beginning of the
periods presented and in the consolidated pro forma balance sheet as if it had
occurred on December 31, 1998.

New Credit Facility

We entered into our New Credit Facility in the amount of $146.0 million at
the same time as the closing of the Private Debt Offering. The application of
the net proceeds from the initial borrowings of $24.9 million under our New
Credit Facility has been reflected in the unaudited condensed consolidated pro
forma statements of operations as if it had occurred at the beginning of the
periods presented and in the consolidated pro forma balance sheet as if it had
occurred on December 31, 1998.

ACQUISITIONS

The acquisitions of the businesses discussed below have been accounted for
under the purchase method of accounting and are included in the historical
financial statements from the date of acquisition. For pro forma statement of
operations purposes, these acquisitions have been reflected as if they occurred
at the beginning of the period presented, as applicable.

On August 13, 1997, we acquired our initial 68.0% ownership interest (325
of the 474 units) in the Registry Hotel at Pelican Bay for (1) 918,174 shares of
Class A common stock, (2) warrants to purchase 325,000 shares of Class A common
stock (300,000 of which are exercisable at $25.85 per share and 25,000 of

35
42

which are exercisable at $23.50 per share) and (3) $75.5 million in cash. By
July 1998, we acquired the remaining units of the Registry Hotel at Pelican Bay
for $30.8 million of cash.

On March 2, 1998, we acquired the Arizona Biltmore Hotel in exchange for:
(1) payment of $126.0 million in cash at closing, (2) payment of $99.8 million
in cash in December 1998, (3) payment of $500,000 in cash after April 2001, (4)
warrants to purchase 500,000 shares of Class A common stock exercisable at
$24.00 per share and (5) the assumption of $63.1 million of debt. We agreed to
pay up to an additional $50.0 million to the sellers conditioned upon their
satisfactory execution of certain development plans. The plans were delivered to
us in acceptable form in December 1998. Accordingly, the $50.0 million is
payable at the election of the seller, either in cash or in shares of our Class
A common stock, in three equal annual installments commencing in April 1999. We
paid $16.7 million of such $50.0 million payable in connection with the Private
Debt Offering.

On April 22, 1998, we acquired the Edgewater Beach Hotel for $41.2 million,
$20.7 million of which was paid in cash at closing and $20.5 million of which
was paid in cash in September 1998.

The Unaudited Condensed Consolidated Pro Forma Statements are presented for
illustrative purposes only and are not necessarily indicative of what the actual
financial condition or results of operations of our company would have been had
the transactions or events described above been consummated on such dates. These
pro forma financial statements do not purport to be indicative of our Company's
financial condition or results of operations for any future period.

The following Unaudited Condensed Consolidated Pro Forma Financial
Statements should be read in conjunction with the section headed "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the historical financial statements included elsewhere in this Prospectus.

36
43

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 1998
(IN THOUSANDS)

FLORIDA
PANTHERS PROCEEDS PRO FORMA
HOLDINGS, FROM FINANCING AS
INC. TRANSACTIONS ADJUSTED(1)
---------- -------------- -----------

ASSETS
Current assets:
Cash and cash equivalents................................. $ 12,884 $ -- $ 12,884
Restricted cash........................................... 24,790 -- 24,790
Accounts receivable....................................... 31,821 -- 31,821
Inventory................................................. 7,812 -- 7,812
Current portion of Premier Club notes receivable.......... 3,986 -- 3,986
Other current assets...................................... 14,760 -- 14,760
---------- ---------- ----------
Total current assets................................ 96,053 -- 96,053
Property and equipment, net................................. 1,008,288 -- 1,008,288
Intangible assets, net...................................... 81,027 -- 81,027
Premier Club notes receivable, net of current portion....... 7,714 -- 7,714
Other assets................................................ 21,545 13,767(2) 35,312
---------- ---------- ----------
Total assets........................................ $1,214,627 $ 13,767 $1,228,394
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 45,387 $ -- $ 45,387
Deferred revenue.......................................... 58,955 -- 58,955
Short-term debt........................................... 329,690 (329,690)(3) --
Current portion of long-term debt......................... 21,998 (16,667)(3) 5,331
Other current liabilities................................. 6,406 -- 6,406
---------- ---------- ----------
Total current liabilities........................... 462,436 (346,357) 116,079
Long-term debt.............................................. 255,338 303,899(3) 559,237
Premier Club membership fees................................ 63,864 -- 63,864
Other non-current liabilities............................... 11,561 -- 11,561
Minority interest........................................... 1,957 -- 1,957
Shareholders' equity:
Class A common stock...................................... 349 6 355
Class B common stock...................................... 3 -- 3
Contributed capital....................................... 432,130 56,219 488,349
Accumulated deficit....................................... (13,011) -- (13,011)
---------- ---------- ----------
Total shareholders' equity.......................... 419,471 56,225 475,696
---------- ---------- ----------
Total liabilities and shareholders' equity.......... $1,214,627 $ 13,767 $1,228,394
========== ========== ==========

See accompanying notes.

37
44

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

FLORIDA REGISTRY ARIZONA EDGEWATER PRO FORMA
PANTHERS HOTEL AT BILTMORE BEACH ACQUISITION FINANCING AS
HOLDINGS, INC. PELICAN BAY HOTEL HOTEL ADJUSTMENTS ADJUSTMENTS ADJUSTED(1)
-------------- ----------- -------- --------- -------------- ----------- --------------

Revenue:
Leisure and
recreation............ $ 88,380 $3,135 $25,103 $3,751 $ -- $ -- $120,369
Entertainment and
sports................ 21,149 -- -- -- -- -- 21,149
-------- ------ ------- ------ -------- -------- --------
Total revenue..... 109,529 3,135 25,103 3,751 -- -- 141,518
Operating expenses:
Cost of leisure and
recreation services... 43,468 1,764 10,271 1,520 -- -- 57,023
Cost of entertainment
and sports services... 21,577 -- -- -- -- -- 21,577
Selling, general and
administrative
expenses.............. 40,364 1,310 8,104 1,010 320(4) -- 50,614
500(5)
(994)(5)
Amortization and
depreciation.......... 8,915 162 3,245 437 217(6) -- 12,976
-------- ------ ------- ------ -------- -------- --------
Total operating
expenses........ 114,324 3,236 21,620 2,967 43 -- 142,190
-------- ------ ------- ------ -------- -------- --------
Operating income (loss)... (4,795) (101) 3,483 784 (43) -- (672)
Interest and other
income.................. 1,318 198 -- -- -- -- 1,516
Interest and other
expense................. (6,663) -- (2,641) (205) (10,667)(7) (2,298)(10) (25,654)
(1,731)(8)
(1,449)(9)
Minority interest......... (856) -- -- -- -- -- (856)
-------- ------ ------- ------ -------- -------- --------
Net income (loss)......... $(10,996) $ 97 $ 842 $ 579 $(13,890) $ (2,298) $(25,666)
======== ====== ======= ====== ======== ======== ========
Net loss per share -- basic
and diluted............. $ (0.33) $ (0.63)
======== ========
Shares used in computing
net loss per
share -- basic and
diluted................. 33,552 40,701(11)
======== ========

See accompanying notes.

38
45

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

REGISTRY
FLORIDA HOTEL
PANTHERS AT ARIZONA EDGEWATER PRO FORMA
HOLDINGS PELICAN BILTMORE BEACH ACQUISITION FINANCING AS
INC. BAY HOTEL HOTEL ADJUSTMENTS ADJUSTMENTS ADJUSTED(1)
--------- -------- -------- --------- -------------- ----------- -----------

Revenue:
Leisure and recreation...... $252,603 $ 3,135 $38,836 $8,787 $ -- $ -- $303,361
Entertainment and sports.... 43,586 -- -- -- -- -- 43,586
-------- ------- ------- ------ -------- -------- --------
Total revenue......... 296,189 3,135 38,836 8,787 -- -- 346,947
Operating Expenses:
Cost of leisure and
recreation services....... 110,084 1,764 15,372 2,852 -- -- 130,072
Cost of entertainment and
sports services........... 45,919 -- -- -- -- -- 45,919
Selling, general and
administrative expenses... 91,579 1,310 10,723 1,802 508(4) -- 105,205
(1,384)(5)
667(5)
Amortization and
depreciation.............. 23,155 162 4,327 713 336(6) -- 28,693
-------- ------- ------- ------ -------- -------- --------
Total operating
expenses............ 270,737 3,236 30,422 5,367 127 -- 309,889
-------- ------- ------- ------ -------- -------- --------
Operating income(loss)........ 25,452 (101) 8,414 3,420 (127) -- 37,058
Interest and other income..... 2,307 198 -- -- -- -- 2,505
Interest and other expenses... (24,673) -- (3,511) (372) (14,183)(7) (2,566)(10) (49,474)
(2,720)(8)
(1,449)(9)
Minority interest............. (1,813) -- -- -- -- -- (1,813)
-------- ------- ------- ------ -------- -------- --------
Net income (loss)(12)......... $ 1,273 $ 97 $ 4,903 $3,048 $(18,479) $ (2,566) $(11,724)
======== ======= ======= ====== ======== ======== ========
Net income (loss) per share --
basic and diluted........... $ 0.04 $ (0.29)
======== ========
Shares used in computing net
income (loss) per share --
basic....................... 34,334 40,714(11)
======== ========
Shares used in computing net
income (loss) per share --
diluted..................... 34,888 40,714(11)
======== ========

See accompanying notes.

39
46

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PRO FORMA
FLORIDA PANTHERS FINANCING AS
HOLDINGS, INC. ADJUSTMENTS ADJUSTED(1)
----------------- ----------- -----------

Revenue:
Leisure and recreation.................................... $128,872 $ -- $128,872
Entertainment and sports.................................. 28,455 -- 28,455
-------- ------- --------
Total revenue........................................... 157,327 -- 157,327
Operating expenses:
Cost of leisure and recreation services................... 63,042 -- 63,042
Cost of entertainment and sports services................. 22,161 -- 22,161
Selling, general and administrative expenses.............. 46,226 -- 46,226
Amortization and depreciation............................. 15,031 -- 15,031
-------- ------- --------
Total operating expenses................................ 146,460 -- 146,460
-------- ------- --------
Operating income............................................ 10,867 -- 10,867
Interest and other income................................... 1,470 -- 1,470
Interest and other expenses................................. (23,217) (1,355)(10) (24,572)
Minority interest........................................... (180) -- (180)
-------- ------- --------
Net loss.................................................... $(11,060) $(1,355) $(12,415)
======== ======= ========
Net loss per share -- basic and diluted..................... $ (0.31) $ (0.30)
======== ========
Shares used in computing net loss per share -- basic and
diluted................................................... 35,145 40,743(11)
======== ========

See accompanying notes.

40
47

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS

(1) Pro forma as adjusted reflects the acquisition of the Registry Hotel at
Pelican Bay, the Arizona Biltmore Hotel and the Edgewater Beach Hotel, as
applicable, and gives effect to the Private Placement, the Rights Offering,
the initial borrowings under our New Credit Facility, the Private Debt
Offering and the application of the net proceeds from these financings.

(2) Represents estimated transaction costs associated with our New Credit
Facility and the Exchange Offer.

(3) The change in debt consists of the following:

BORROWINGS (REPAYMENTS)
-----------------------------------
CURRENT
PORTION OF
SHORT-TERM LONG-TERM LONG-TERM
DEBT DEBT DEBT
---------- ---------- ---------

New Credit Facility............................. $ -- $ -- $ 24,851
9 7/8% Senior Subordinated Notes................ -- -- 340,000
Interim loan payable to bank.................... (219,940) -- --
Arizona Biltmore loan........................... (99,750) -- --
Unsecured line-of-credit........................ (10,000) -- --
Arizona Biltmore earnout note................... -- (16,667) --
Hockey revolving credit facility................ -- -- (35,000)
Pier 66 mortgage................................ -- -- (25,952)
--------- -------- --------
$(329,690) $(16,667) $303,899
========= ======== ========

(4) Represents a management fee equal to 1.0% of revenue which is payable to
Huizenga Holdings, Inc., a related party controlled by Mr. Huizenga.
Huizenga Holdings assists us in: obtaining financing relating to business
operations and acquisitions, identifying and reviewing potential
acquisitions, developing tax planning strategies, formulating risk
management strategies and providing such other services as we may
reasonably request.

(5) Pro forma adjustments represent a reduction in selling, general and
administrative expenses for the historical management and technical service
fees under a former agreement for the Arizona Biltmore Hotel, offset by the
cost of the new management fee provided for under a recently executed
agreement.

(6) Represents adjustments to depreciation expense associated with the
stepped-up basis of the property and equipment of the acquired companies.

(7) Represents additional interest expense associated with financing the
acquisition of the Arizona Biltmore Hotel.

(8) Represents additional interest expense associated with financing the
acquisition of the Edgewater Beach Hotel.

(9) Represents additional interest expense associated with financing the 149
units of the Registry Hotel at Pelican Bay acquired subsequent to our
acquisition of the 325 initial units.

(10) Represents additional interest expense associated with the increased cost
of borrowing pursuant to this Offering. The weighted average cost of
borrowing increased: from 8.3% for the six months ended December 31, 1997
to 10.0% on a pro forma basis for the same period, from 8.6% for the year
ended June 30, 1998 to 10.0% on a pro forma basis for the same period and
from 8.9% for the six months ended December 31, 1998 to 9.9% on a pro forma
basis for the same period.

(11) Net income (loss) per share and number of shares used to compute net income
(loss) per share for the six months ended December 31, 1997 and the year
ended June 30, 1998 is determined based on the 6,000,000 shares issued in
the Common Stock Offering as if they had been outstanding for the entire

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48

period, the 4,022,561 shares issued in the Private Placement as if they had
been outstanding for the entire period, the 1,575,621 shares issued in the
Rights Offering as if they had been outstanding for the entire period and
the 918,174 shares issued in connection with the acquisition of the
Registry Hotel at Pelican Bay as if they had been outstanding for the
entire period presented. Net income (loss) per share (diluted) includes the
effect of dilutive stock options. Net loss per share and number of shares
used to compute net loss per share for the six months ended December 31,
1998 is determined based on the 4,022,561 shares issued in the Private
Placement as if they had been outstanding for the entire period and the
1,575,621 shares issued in the Rights Offering as if they had been
outstanding for the entire period.

(12) A pro forma tax provision has been excluded from the presentation based on
the fact that we have adequate net operating loss carry forwards to offset
pro forma earnings presented. We may be subject to an alternative minimum
tax in accordance with the provisions of the Internal Revenue Code. Such
amounts will be used to offset future tax payments, if any, as necessary.
Accordingly, as we believe the realizability of these amounts is more
likely than not, no allowance will be recorded and no tax provision has
been included in the accompanying pro forma financial statements.

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

GENERAL

Florida Panthers Holdings, Inc.'s operations are comprised of two business
segments: (1) leisure and recreation, which primarily consists of the ownership
of six luxury resorts, including the operation of hotels, conference facilities,
golf courses, spas, marinas and private clubs; and (2) entertainment and sports,
which primarily consists of the operations of the Florida Panthers Hockey Club,
a professional hockey team which has been a member of the National Hockey League
since 1993.

We were formed in July 1996 for the purpose of acquiring the Florida
Panthers Hockey Club. Since our initial public offering in November 1996, we
expanded into leisure and recreation businesses through the acquisition,
ownership and operation of luxury resorts, and expanded the entertainment and
sports business to include the management of the National Car Rental Center.

We expanded our leisure and recreation business through the acquisition of
six luxury resorts as follows:

- Hyatt Regency Pier 66 Hotel and Marina (Fort Lauderdale, Florida): We
acquired the Hyatt Regency Pier 66 in March 1997 for 4,450,000 shares of
Class A common stock.

- Radisson Bahia Mar Resort and Yachting Center (Fort Lauderdale, Florida):
We acquired the Bahia Mar in March 1997 for 3,950,000 shares of Class A
common stock.

- Boca Raton Resort and Club (Boca Raton, Florida): We acquired
substantially all the assets of the Boca Raton Resort and Club in June
1997 for 272,303 shares of Class A common stock, rights to acquire
4,242,586 shares of Class A common stock and warrants to purchase 869,810
shares of Class A common stock at a purchase price of $29.01 per share.

- Registry Hotel at Pelican Bay (Naples, Florida): We acquired our initial
68% interest in the Registry Hotel at Pelican Bay in August 1998 for
918,174 shares of Class A common stock, warrants to purchase 325,000
shares of Class A common stock, and $75.5 million of cash. As of July 30,
1998, we acquired the remaining interest for $30.8 million of cash.

- Edgewater Beach Hotel (Naples, Florida): We acquired the Edgewater Beach
Hotel in April 1998 for $41.2 million, $20.7 million of which was paid in
cash at closing and $20.5 million of which was paid in cash in September
1998.

- Arizona Biltmore Hotel (Phoenix, Arizona): We acquired the Arizona
Biltmore Hotel in March 1998 for $126.0 million in cash at closing, a
payment of $500,000 in cash after April 2001, a payment of $99.8 million
of cash in December 1998, warrants to purchase 500,000 shares of Class A
common stock at $24.00 per share and the assumption of $63.1 million in
debt. We also agreed to pay up to $50.0 million to the sellers
conditioned upon their satisfactory execution of certain developmental
plans. The plans were delivered to us in acceptable form in December
1998. Accordingly, the $50.0 million is payable at the election of the
seller, either in cash or in shares of our Class A common stock, in three
equal annual installments commencing in April 1999.

We expanded our entertainment and sports business to include the management
of the National Car Rental Center as follows:

- National Car Rental Center: Construction of the National Car Rental
Center was completed in October 1998. Subsequent to completion, the
Panthers changed the venue for their home games from the Miami Arena to
the National Car Rental Center.

We generate revenue from our leisure and recreation business through room
night sales at our resorts, food and beverage sales at our restaurants, usage
fees for our conference facilities and amenities (including golf, spas, tennis,
fitness centers and boat slips), sales at our pro shops and other retail shops
and through our Boca Raton Premier Club membership fees and dues. The Boca Raton
Premier Club currently requires an initial membership fee of $45,000 and annual
social dues starting at $2,300. Additional dues are required for
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50

memberships to the resort's golf and tennis facilities. The initial membership
fees for the Boca Raton Premier Club are initially recorded for accounting
purposes as deferred revenue and recognized as revenue over the estimated useful
life of the membership. Social dues are recognized ratably over the membership
year.

We generate revenue from our entertainment and sports business primarily
through the sale of tickets to the Panther's home games, the licensing of local
market television, cable network, and radio rights, from distributions under
revenue-sharing arrangements with the NHL covering national broadcasting
contracts, as well as other ancillary sources including franchise expansion
fees. In addition, we generate revenue through our participation in the net
operating income of the National Car Rental Center, where the Panthers began
playing their home games in October 1998. With a total of 19,500 hockey seats,
including luxury suites and premium club seats, the National Car Rental Center
is 30% larger than the Miami Arena, where the Panthers played prior to moving to
the National Car Rental Center.

We did not generate any operating income or net earnings for any year prior
to our fiscal year ended June 30, 1998. These losses were due primarily to the
operations of the Panthers. However, for the year ended June 30, 1998 and the
six months ended December 31, 1998, we generated operating income of $25.5
million and $10.9 million respectively. This increase in operating earnings is
due in part to our move into the high-end luxury resort business, which is
generally more profitable than professional sports franchises. In addition,
earnings for our entertainment and sports business increased primarily due to
the growth in revenues associated with the Panther's move to the National Car
Rental Center in October 1998.

This section may not contain all the information that is important to you.
This section should be read together with the Unaudited Condensed Consolidated
Financial Statements for the six months ended December 31, 1998 and the
Consolidated Financial Statements for the year ended June 30, 1998 included
elsewhere in this Prospectus because such information provides substantially
greater detail.

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RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE SIX MONTHS ENDED DECEMBER 31,
1998

BUSINESS SEGMENT INFORMATION

Business segment operating data, along with costs and expenses expressed as
a percentage of the related business segment revenue, is set forth below.
Certain reclassifications of prior period amounts have been made to conform to
the current year presentation.

SIX MONTHS ENDED DECEMBER 31,
-----------------------------------
1997 % 1998 %
-------- --- -------- ----
(DOLLARS IN THOUSANDS)

REVENUE:
Leisure and recreation...................................... $ 88,380 81% $128,872 82%
Entertainment and sports.................................... 21,149 19% 28,455 18%
-------- --------
Total revenue............................................. 109,529 100% 157,327 100%
OPERATING EXPENSES:
Cost of services:
Leisure and recreation.................................... 43,468 49% 63,042 49%
Entertainment and sports.................................. 21,577 102% 22,161 78%
Selling, general and administrative expenses:
Leisure and recreation.................................... 31,698 36% 37,209 29%
Entertainment and sports.................................. 4,874 23% 4,912 17%
Corporate................................................. 3,792 4,105
Amortization and depreciation:
Leisure and recreation.................................... 6,893 8% 13,367 10%
Entertainment and sports.................................. 2,022 10% 1,604 6%
Corporate................................................. -- 60
-------- --------
Total operating expenses............................ 114,324 104% 146,460 93%
-------- --------
Operating income (loss)............................. $ (4,795) (4%) $ 10,867 7%
======== ========
EBITDA:
Leisure and recreation.................................... $ 14,184 $ 29,922
Entertainment and sports.................................. (5,161) 1,471
Corporate................................................. (3,585) (4,025)
-------- --------
Total............................................... $ 5,438 $ 27,368
======== ========
ADJUSTED EBITDA:
Leisure and recreation.................................... $ 14,184 $ 33,645
Entertainment and Sports.................................. (5,161) 1,471
Corporate................................................. (3,585) (4,025)
-------- --------
Total............................................... $ 5,438 $ 31,091
======== ========

CONSOLIDATED RESULTS OF OPERATIONS

Operating loss totaled $4.8 million for the six months ended December 31,
1997, compared to operating income of $10.9 million for the six months ended
December 31, 1998. Higher revenue during the six months ended December 31, 1998,
together with better profit margins, led to the improvement in operating
results. Additional information relating to the operating results for each
business segment is set forth below.

LEISURE AND RECREATION

Improvements in leisure and recreation operating results between December
31, 1997 and 1998 were largely due to acquisitions. We purchased (1) a 68%
ownership interest in the Registry Hotel at Pelican Bay in August 1997 (and
acquired the remaining interests by July 1998), (2) the Arizona Biltmore Hotel
in March 1998 and (3) the Edgewater Beach Hotel in April 1998.

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Revenue

Leisure and recreation revenue totaled $88.4 million and $128.9 million for
the six months ended December 31, 1997 and 1998, respectively. As indicated
above, the increase in revenue for the six months ended December 31, 1998 was
largely due to acquisitions. In addition, the average daily rate ("ADR") for our
resort portfolio increased from $137 for the six months ended December 31, 1997,
to $158 for the six months ended December 31, 1998. The improvement in ADR was
partially offset by a decrease in the average occupancy rate for the six months
ended December 31, 1998. Accordingly, revenue per available room increased from
$89 for the six months ended December 31, 1997, to $97 for the six months ended
December 31, 1998.

Approximately 60% of revenue for the six months ended December 31, 1997 and
1998 were derived from non-room sources such as food and beverage sales,
yachting and marina revenue, club memberships, retail and other resort
amenities. We expect leisure and recreation revenue for the three months ended
March 31, 1999 to be higher than the just concluded quarter because the
properties will be entering their peak season of operations.

Operating Expenses

Cost of leisure and recreation services totaled $43.5 million or 49% of
revenue for the six months ended December 31, 1997, compared to $63.0 million or
49% of revenue for the six months ended December 31, 1998. Cost of leisure and
recreation services primarily consisted of direct costs to service rooms,
marinas, food and beverage operations, retail establishments and other amenities
at the resorts.

Selling, general and administrative expenses ("S,G&A") of the leisure and
recreation business totaled $31.7 million or 36% of revenue for the six months
ended December 31, 1997, compared to $37.2 million or 29% of revenue for the six
months ended December 31, 1998. S,G&A as a percent of revenue improved for the
six months ended December 31, 1998 primarily because of certain cost
efficiencies associated with consolidated marketing efforts as well as reduced
overhead for such items as insurance and professional fees. S,G&A primarily
consisted of various fixed, indirect costs, including utility and property
costs, real estate taxes, insurance, management and franchise agreement fees and
administrative salaries and expenses.

Amortization and depreciation expense associated with the leisure and
recreation business totaled $6.9 million and $13.4 million for the six months
ended December 31, 1997 and 1998, respectively. The increase was primarily due
to a full period of depreciation during the six months ended December 31, 1998
for the Registry Hotel at Pelican Bay as well as depreciation for the recently
acquired Arizona Biltmore Hotel and Edgewater Beach Hotel.

ENTERTAINMENT AND SPORTS

Improvements in entertainment and sports operating results between December
31, 1997 and 1998 were primarily attributable to the Panthers' move from the
Miami Arena to the newly constructed National Car Rental Center. Additional
revenue sources available at the National Car Rental Center accounted for an
increase in operating income of approximately $6.5 million during the six months
ended December 31, 1998 compared to the six months ended December 31, 1997.

Revenue

Entertainment and sports business revenue amounted to $21.1 million and
$28.5 million for the six months ended December 31, 1997 and 1998, respectively.
The primary components of the entertainment and sports business are the Florida
Panthers Hockey Club and arena operations. Revenue and direct expenses
associated with the team are recorded over the regular hockey season. Therefore,
the majority of revenue is reported during the three-month periods ended
December 31 and March 31. Should the Panthers participate in the playoffs,
additional revenue and expenses will be recorded during the three-month period
ended June 30. The increase in revenue during the six months ended December 31,
1998 was derived primarily from the National Car Rental Center where the
Panthers serve as primary tenants. Management expects arena

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revenue for the ensuing quarter ending March 31, 1999 to be higher than
comparable quarter of the prior year due to its favorable tenant and management
agreement with the National Car Rental Center.

Operating Expenses

Cost of entertainment and sports services totaled $21.6 million or 102% of
revenue for the six months ended December 31, 1997, compared to $22.2 million or
78% of revenue for the six months ended December 31, 1998. S,G&A of the
entertainment and sports business totaled $4.9 million or 23% of revenue for the
six months ended December 31, 1997, compared to $4.9 million or 17% of revenue
for the six months ended December 31, 1998. While cost of services and S,G&A
remained relatively flat in amounts, these expenses decreased as a percent of
revenue because of an increase in revenue derived from our ownership interests
in arena operations.

Amortization and depreciation expense associated with the entertainment and
sports business totaled $2.0 million and $1.6 million for the six months ended
December 31, 1997 and 1998, respectively. These expenses include amortization of
Panthers' player salaries and a National Hockey League franchise fee that was
paid in 1993 when the expansion franchise was granted. A portion of the National
Hockey League franchise fee has been fully amortized and, accordingly,
amortization expense decreased for the six months ended December 31, 1998.

CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES

Corporate general and administrative expenses totaled $3.8 million and $4.1
million for the six months ended December 31, 1997 and 1998, respectively.

INTEREST AND OTHER INCOME

Interest and other income primarily include interest earned on cash and
cash equivalents and on the Premier Club notes receivable. Interest and other
income totaled $1.3 million and $1.5 million for the six months ended December
31, 1997 and 1998, respectively.

INTEREST EXPENSE

Interest expense totaled $6.7 million and $23.2 million for the six months
ended December 31, 1997 and 1998, respectively. The increase was the result of
higher debt levels assumed or originated in connection with the acquisitions of
resorts coupled with higher weighted average borrowing costs. Our debt increased
from $173.9 million at December 31, 1997 to $607.0 million at December 31, 1998.

MINORITY INTEREST

Minority interest totaled $856,000 and $180,000 during the six months ended
December 31, 1997 and 1998, respectively. The decrease in minority interest
expense is primarily the result of owning all units of the Registry Hotel at
Pelican Bay during the six months ended December 31, 1998.

EBITDA

EBITDA represents earnings before interest expense, income taxes,
depreciation, amortization and minority interest. EBITDA amounted to $5.4
million and $27.4 million for the six months ended December 31, 1997 and 1998,
respectively. The improvement in EBITDA was the result of an increase in
revenue, partly due to acquisitions, and better profit margins during the six
months ended December 31, 1998 compared to the six months ended December 31,
1997.

Our management and certain investors use EBITDA and Adjusted EBITDA as
indicators of our historical ability to service debt, to sustain potential
future increases in debt and to satisfy capital requirements. However, neither
EBITDA nor Adjusted EBITDA is intended to represent cash flows for the period.
In addition, they have not been presented as alternatives to either (1)
operating income (as

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determined by GAAP) as an indicator of operating performance or (2) cash flows
from operating, investing and financing activities (as determined by GAAP) and
is susceptible to varying calculations.

ADJUSTED EBITDA

Adjusted EBITDA represents EBITDA plus the annual change in net deferred
income from the Premier Club at the Boca Raton Resort and Club. The Premier Club
currently requires a non-refundable initial membership fee of $45,000 and annual
social dues starting at $2,300. Members of the Premier Club have access to the
Boca Raton Resort and Club grounds and recreational facilities, which are
otherwise restricted to resort guests. Initial membership fees are recorded as
revenue over the estimated life of the membership. Unrecognized Premier Club
amounts are reflected as deferred revenue on the Consolidated Balance Sheets.
Adjusted EBITDA amounted to $5.4 million and $31.1 million for the six months
ended December 31, 1997 and 1998, respectively. The improvement in adjusted
EBITDA was the result of an increase in revenue (including deferred Premier Club
revenue) and better profit margins during the six months ended December 31, 1998
compared to the six months ended December 31, 1997.

YEAR ENDED JUNE 30, 1996 COMPARED TO 1997 AND 1998 ACQUISITIONS

We make decisions to acquire or invest in businesses based on financial and
strategic considerations. Each of the acquisitions discussed below, with the
exception of the acquisition of Decoma Miami Associated, Ltd. (an entity which
managed the Miami Arena), which took place prior to our initial public offering,
has been accounted for under the purchase method of accounting.

ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1997

Prior to the completion of our initial public offering, we acquired from
our Chairman approximately 78% of the partnership interest in Decoma in exchange
for 870,968 shares of our Class A common stock. Decoma derives revenue from the
operations of the Miami Arena. This transaction was among entities under common
control, and therefore, was accounted for on a historical cost basis in a manner
similar to a pooling of interests as of the date of the acquisition by our
Chairman.

In January 1997, we acquired certain assets relating to Incredible Ice in
exchange for (1) $1.0 million in cash, (2) 212,766 shares of our Class A common
stock and (3) the assumption of a maximum of $8.1 million in
construction-related obligations. Incredible Ice provides open skating, ice
hockey leagues and other ice programs to the public.

In March 1997, we 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 Hotel and Marina for 4,450,000 shares of our Class A
common stock.

In March 1997, we 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 in exchange for 3,950,000
shares of our Class A common stock.

In May 1997, we acquired the rights to operate Gold Coast Ice Arena in
exchange for 34,760 shares of our Class A common stock. Gold Coast Ice Arena
provides open skating, ice hockey leagues and other programs to the public.

In June 1997, we acquired substantially all of the net assets of the Boca
Raton Resort and Club in exchange for (1) 272,303 shares of our Class A common
stock, (2) rights to acquire 4,242,586 shares of our Class A common stock for no
additional consideration and (3) warrants to purchase 869,810 shares of our
Class A common stock at a purchase price of $29.01 per share. Half of the
warrants expired in December 1998 and the remaining warrants expire in December
1999.

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ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1998

In August 1997, we acquired our initial 68% ownership interest (325 of the
474 units) in the Registry Hotel at Pelican Bay for (1) 918,174 shares of our
Class A common stock, (2) warrants to purchase 325,000 shares of our Class A
common stock (300,000 of which are exercisable at $25.85 per share and 25,000 of
which are exercisable at $23.50 per share) and (3) $75.5 million in cash. The
warrants vest ratably on a quarterly basis and become fully exercisable on
December 31, 1999. The warrants expire in October 2003. As of June 30, 1998, we
acquired all but one of the remaining units of the Registry Hotel at Pelican Bay
for additional payments of $30.6 million (net of the payoff of certain mortgage
notes receivable to us associated with additional units). We acquired the last
unit in July 1998.

In November 1997, we acquired certain assets associated with Grande Oaks
Golf Club in exchange for $8.0 million in cash. The assets acquired consist of
an 18-hole golf course and a separate 9-hole golf course (both of which are
currently being redesigned), a parking lot and 79 acres of undeveloped land
adjacent to the golf course.

In March 1998, we acquired the Arizona Biltmore Hotel in exchange for (1)
payment of $126.0 million in cash at closing, (2) payment of $99.8 million in
cash in December 1998, (3) payment of $500,000 in cash after April 2001, (4)
warrants to purchase 500,000 shares of our Class A common stock exercisable at
$24.00 per share at any time, in whole or part, through March 2003 and (5) the
assumption of $63.1 million of debt. The $500,000 bears interest at a rate of
2.5% per annum. We also agreed to pay up to $50.0 million to the sellers
conditioned upon their satisfactory execution of certain developmental plans.
The plans were delivered to us in acceptable form in December 1998. Accordingly,
the $50.0 million is payable at the election of the seller, either in cash or in
shares of our Class A common stock, in three equal annual installments
commencing in April 1999. We paid $16.7 million of such $50.0 million payable in
connection with the Private Debt Offering.

In April 1998, we acquired the Edgewater Beach Hotel for $41.2 million,
$20.7 million of which was paid in cash at closing and $20.5 million of which
was paid in cash in September 1998.

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BUSINESS SEGMENT INFORMATION

The table set forth below outlines business segment operating data along
with costs and expenses expressed as a percentage of the related business
segment revenue.

FISCAL YEAR ENDED JUNE 30,
--------------------------------------------------------
1996 % 1997 % 1998 %
-------- --- ------- --- -------- ---
(DOLLARS IN THOUSANDS)

REVENUE:
Leisure and recreation.................................... $ -- -- $17,567 32% $252,603 85%
Entertainment and sports.................................. 34,087 100% 36,695 68% 43,586 15%
-------- ------- --------
Total revenue..................................... 34,087 100% 54,262 100% 296,189 100%
OPERATING EXPENSES:
Cost of services:
Leisure and recreation.................................. -- -- 6,658 38% 110,084 44%
Entertainment and sports................................ 35,958 105% 35,135 96% 45,919 105%
Selling, general and administrative expenses:
Leisure and recreation.................................. -- -- 5,397 31% 71,800 28%
Entertainment and sports................................ 8,371 25% 7,854 21% 10,002 23%
Corporate............................................... -- 1,899 9,777
Amortization and depreciation:
Leisure and recreation.................................. -- -- 1,459 8% 17,950 7%
Entertainment and sports................................ 9,815 29% 4,239 12% 5,168 12%
Corporate............................................... -- -- 37
-------- ------- --------
Total operating expenses.......................... 54,144 159% 62,641 115% 270,737 91%
-------- ------- --------
Operating income (loss)........................... $(20,057) (59%) $(8,379) (15%) $ 25,452 9%
======== ======= ========
EBITDA:
Leisure and recreation.................................. $ -- $ 5,512 $ 72,478
Entertainment and sports................................ (10,120) (6,040) (12,092)
Corporate............................................... -- (230) (9,472)
-------- ------- --------
Total............................................. $(10,120) $ (758) $ 50,914
======== ======= ========
ADJUSTED EBITDA:
Leisure and recreation.................................. $ -- $ 5,512 $ 78,292
Entertainment and sports................................ (10,120) (6,040) (12,092)
Corporate............................................... -- (230) (9,472)
-------- ------- --------
Total............................................. $(10,120) $ (758) $ 56,728
======== ======= ========

CONSOLIDATED RESULTS OF OPERATIONS

Operating losses totaled $20.1 million and $8.4 million for the years ended
June 30, 1996 and 1997, respectively. Operating income totaled $25.5 million for
the year ended June 30, 1998. The improvement in operating results from 1996 to
1998 was the result of our diversification into the leisure and recreation
business in 1997, followed by an increase in the number of resort properties
under ownership in 1998 (due to business acquisitions). The improved results for
the leisure and recreation business during 1998 were partially offset by higher
corporate general and administrative expenses and higher losses from the
entertainment and sports business. Additional information relating to the
operating results for each business segment is set forth below.

LEISURE AND RECREATION

Because the size of our resort portfolio has increased from three
properties at June 30, 1997, to six properties at June 30, 1998 variations in
operating results between 1997 and 1998 resulted primarily from business
acquisitions. Because we began acquiring resort properties in 1997, a comparison
of 1996 and 1997 annual resort data has been excluded, as it is not meaningful.

Revenue

Leisure and recreation business revenue increased from $17.6 million for
the year ended June 30, 1997, to $252.6 million for the year ended June 30,
1998. More than 50% of leisure and recreation revenue for the year ended June
30, 1998 was derived from full-year activities of the Boca Raton Resort and
Club. In addition, over 50% of consolidated resort revenue for the year ended
June 30, 1998 was generated from non-room sources such as food and beverage
sales, marina, retail sales and other amenities.

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Operating Expenses

Cost of services for the leisure and recreation business totaled $6.7
million and $110.1 million for the years ended June 30, 1997 and 1998,
respectively. Cost of services as a percentage of revenue was 38% and 44% for
the years ended June 30, 1997 and 1998, respectively. In the future, we
anticipate improving gross operating margins for each of our resorts by taking
advantage of consolidated purchasing opportunities.

S,G&A for the leisure and recreation business totaled $5.4 million and
$71.8 million for the years ended June 30, 1997 and 1998, respectively. S,G&A as
a percentage of revenue was 31% and 28% for the years ended June 30, 1997 and
1998, respectively. Our management believes we will benefit from additional
economies in S,G&A as our resort portfolio grows. These savings opportunities
include the consolidation of reservation systems, coordinated sales and
marketing efforts and reduced costs for insurance and management overhead.

Amortization and depreciation expense for the leisure and recreation
business was $1.5 million and $18.0 million for the years ended June 30, 1997
and 1998, respectively. As discussed above, increases were due to additional
depreciation for property and equipment acquired in connection with business
combinations.

ENTERTAINMENT AND SPORTS

Revenue

Entertainment and sports business revenue was $34.1 million, $36.7 million
and $43.6 million for the years ended June 30, 1996, 1997 and 1998,
respectively. The increase in revenue from the year ended 1996 to the year ended
June 30, 1997 was the result of higher Panthers ticket sales due to all home
games being sold out during the 1996-1997 season. In addition, more revenue from
broadcasting and advertising/promotion contracts was recognized during 1997,
offset by fewer playoff games played in the 1996-1997 season as compared to the
1995-1996 season. The increase in revenue from the year ended 1997 to the year
ended June 30, 1998 was partially due to the receipt of the Panthers' share of
an expansion fee, which resulted from a new hockey franchise being admitted into
the NHL. In addition, revenue from arena operations increased.

Operating Expenses

Entertainment and sports operating expenses, which include among other
items, Panthers' player salaries and arena and ticketing costs, were $54.1
million, $47.2 million and $61.1 million for the years ended June 30, 1996, 1997
and 1998, respectively. During fiscal 1996, amortization of players' contracts
was higher than during fiscal 1997 and 1998, to reflect the then current value
of the remaining contracts of players selected in the 1993 draft. The increase
in operating expenses of $13.9 million, or approximately 29%, during the year
ended June 30, 1998 compared to the year ended June 30, 1997 was primarily the
result of higher Panthers' player salaries, along with increased costs
associated with the operation of our ice skating rink facilities.

CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES

Corporate general and administrative expenses totaled $1.9 million and $9.8
million for the years ended June 30, 1997 and 1998, respectively. There were no
corporate general and administrative expenses for the year ended June 30, 1996.
The increase was substantially the result of additional legal, accounting,
treasury and other corporate general and administrative expenses associated with
our (1) increase in total revenue and assets, (2) diversification into the
luxury resort business and (3) public company compliance and reporting
activities. To the extent that revenue increases in the future, corporate
general and administrative expenses will increase because of a management fee
equal to 1.0% of revenue which is payable to Huizenga Holdings, Inc., a
privately held corporation controlled by our Chairman. Huizenga Holdings assists
us in: obtaining financing relating to business operations and acquisitions,
identifying and reviewing potential acquisitions, developing tax planning
strategies, formulating risk management strategies and providing such other
services as we may reasonably request.

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INTEREST AND OTHER INCOME

Interest and other income totaled $122,000, $1.9 million and $2.3 million
for the years ended June 30, 1996, 1997 and 1998, respectively. The increase in
interest from 1996 and 1997 to 1998 was the result of maintaining a higher
average cash balance due to sales of common stock and cash flow from the added
resorts. We raised $131.9 million and $108.5 million during the years ended June
30, 1997 and 1998, respectively, through the sale of common stock.

INTEREST EXPENSE

Interest expense totaled $5.0 million, $3.4 million and $24.7 million for
the years ended June 30, 1996, 1997 and 1998, respectively. The average
outstanding indebtedness during 1996 and 1997 related primarily to the purchase
of the Panthers, along with borrowing needed to fund hockey operations. Such
indebtedness was repaid with a portion of the proceeds from our initial public
offering. The increase in interest expense during the 1998 period was
attributable to additional debt assumed or incurred in connection with certain
resort acquisitions.

MINORITY INTEREST

Minority interest totaled $174,000, $440,000 and $1.8 million for the years
ended June 30, 1996, 1997 and 1998, respectively. The increase from the 1996 and
1997 periods to 1998 was primarily the result of our initial 32% minority
interest in the Registry Hotel at Pelican Bay (resulting from our acquisition of
a 68% interest in the Registry Hotel in August 1997). By June 30, 1998, we had
increased our interest in the Registry Hotel at Pelican Bay to 99% and acquired
the remaining 1% in July 1998.

EBITDA

As a result of the acquisition of resorts, EBITDA increased from $(10.1)
million for the year ended June 30, 1996, to $(758,000) for the year ended June
30, 1997, to $50.9 million for the year ended June 30, 1998.

ADJUSTED EBITDA

Adjusted EBITDA increased from $(10.1) million for the year ended June 30,
1996, to $(758,000) for the year ended June 30, 1997, to $56.7 million for the
year ended June 30, 1998. The increase in Adjusted EBITDA was due to resort
acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased from $37.2 million at June 30, 1998, to
$12.9 million at December 31, 1998. Cash and cash equivalents increased from
$13.7 million at June 30, 1997, to $37.2 million at June 30, 1998. Cash and cash
equivalents increased from $465,000 at June 30, 1996, to $13.7 million at June
30, 1997. The major components of the changes are discussed below.

Cash Provided By/Used In Operating Activities

Net cash provided by operating activities totaled $26.3 million and $23.6
million during the six months ended December 31, 1997 and 1998, respectively.
The decrease in cash provided by operating activities during the six months
ended December 31,1998 was primarily the result of the payment of certain
amounts in connection with the construction of the National Car Rental Center.

Cash used in operating activities totaled $17.4 million for the year ended
June 30, 1996. Net cash provided by operating activities totaled $2.9 million
and $37.7 million for the years ended June 30, 1997 and 1998, respectively. The
increase in cash flow from operations from the year ended June 30, 1996 and 1997
to the year ended June 30, 1998 was the result of receiving more cash flow from
the resorts. The Registry Hotel at Pelican Bay, the Arizona Biltmore Hotel and
the Edgewater Beach Hotel were acquired subsequent to

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June 30, 1997, and accordingly, the related cash flow is not included in our
1996 and 1997 financial statements. Cash flow from the newly acquired resorts
was partially offset by increased costs for corporate general and administrative
expense and less cash flow from the entertainment and sports business.

Cash Used In Investing Activities

Cash used in investing activities amounted to $123.6 million and $57.3
million during the six months ended December 31, 1997 and 1998, respectively.
Net cash used in investing activities amounted to $140,000, $515,000 and $293.4
million for the years ended June 30, 1996, 1997 and 1998, respectively.

During the six months ended December 31, 1997, we spent $63.0 million (net
of cash acquired) on the acquisition of our initial 68% ownership interest in
the Registry Hotel at Pelican Bay, $12.1 million on the acquisition of
additional units of the Registry Hotel at Pelican Bay and $8.0 million on the
acquisition of Grande Oaks Golf Club. We did not acquire any businesses during
the six months ended December 31, 1998.

Cash used in business acquisitions and to acquire additional interests in a
consolidated subsidiary increased from $1.1 million for the year ended June 30,
1997, to $260.8 million for the year ended June 30, 1998. During the year ended
June 30, 1997, we used cash to acquire certain assets relating to the business
of owning and operating a twin-pad ice facility located in Coral Springs,
Florida. All resort acquisitions during the year ended June 30, 1997 involved
the issuance of common stock or the assumption of debt in lieu of payment in
cash. During the year ended June 30, 1998, we (1) acquired our initial 68%
ownership interest in the Registry Hotel at Pelican Bay of which $75.5 million
of the purchase price was paid in cash, (2) closed on additional units of
Registry Hotel at Pelican Bay of which $30.6 million of the purchase price was
paid in cash, (3) acquired Grande Oaks Golf Club for $8.0 million, (4) acquired
the Arizona Biltmore Hotel of which $126.0 million of the purchase price was
paid in cash at closing and (5) acquired the Edgewater Beach Hotel of which
$20.7 million of the purchase price was paid in cash at closing.

Capital expenditures increased by $31.3 million from $30.5 million during
the six months ended December 31, 1997, to $61.8 million during the six months
ended December 31, 1998. During the six months ended December 31, 1997, an
expansion program was nearing completion at the Boca Raton Resort and Club. This
expansion included an 18 court tennis club (that added to the existing 12 courts
located in a separate complex), a new Bates designed championship golf course
and a new 140,000 square foot conference center. During the six months ended
December 31, 1998, we spent $31.0 million on the acquisition of land in Naples
and Plantation, Florida. We plan to use the parcels to construct additional
recreational amenities that would be available to guests of our Naples' and Fort
Lauderdale's resorts. Other capital spending during the six months ended
December 31, 1998 related to continued development and construction at Grande
Oaks Golf Club, continued construction of the 122 guest room addition at the
Arizona Biltmore Hotel and other recurring furniture, fixture and equipment
maintenance at the resorts.

Capital expenditures increased by $46.3 million during the year ended June
30, 1998, primarily associated with the Boca Raton Resort and Club expansion
program. In addition, because we owned more resorts for a longer duration during
fiscal 1998, recurring capital expenditures increased during the year ended June
30, 1998. Capital expenditures increased to $1.5 million in the year ended June
30, 1997 from $140,000 in the year ended June 30, 1996 due to costs incurred in
connection with our ice skating rinks.

Under covenants contained in a senior note secured by the Boca Raton Resort
and Club, we are required to deposit excess operating cash generated by the
resort into reserve accounts which are accumulated and restricted to support
future debt service, facility expansion, furniture, fixture and equipment
replacement and real estate tax payments. Additionally, loan and/or management
agreements for certain other resorts require the maintenance of customary
capital expenditure reserve funds for the replacement of assets. These reserve
funds are classified as restricted cash on the Consolidated Balance Sheets.
Restricted cash increased by $9.9 million during the six months ended December
31, 1997, compared to a decrease of $4.5 million during the six months ended
December 31, 1998. During the six months ended December 31, 1998, the decrease
in restricted cash was primarily the result of the release of funds pursuant to
the terms of the senior note secured by the Boca Raton Resort and Club. No funds
were available for distribution during the six months ended December 31, 1997
because the Boca Raton Resort and Club was undergoing an expansion program.
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Cash Provided By Financing Activities

Cash provided by financing activities amounted to $96.4 million and $9.4
million during the six months ended December 31, 1997 and 1998, respectively.
During the six months ended December 31, 1997, we received $108.8 million of net
proceeds from the underwritten public offering of our Class A common stock,
partially offset by net repayments on indebtedness of $12.2 million. We received
$9.5 million in borrowings, net of repayments and net of financing costs paid,
under credit facilities during the six months ended December 31, 1998.

Net cash provided by financing activities amounted to $16.7 million, $10.9
million and $279.2 million for the years ended June 30, 1996, 1997 and 1998,
respectively. Through the date of our initial public offering, all operating
losses of the Panthers were financed primarily through loans from our Chairman.
As a result, net cash flow from financing activities for the year ended June 30,
1996 consisted entirely of borrowings and repayments of the loans from our
Chairman. During the year ended June 30, 1997, we completed our initial public
offering for an aggregate of 7,300,000 shares of our Class A common stock, which
resulted in net proceeds of $66.3 million. A portion of the net proceeds from
our initial public offering was used to retire $45.0 million of debt. We also
sold 2,460,000 shares of our Class A common stock in a private placement
transaction, which yielded $65.6 million in net proceeds during the year ended
June 30, 1997 and retired $111.3 million of indebtedness assumed in connection
with the acquisition of the Boca Raton Resort and Club. During the year ended
June 30, 1998, we received $108.5 million of net proceeds from the sale of
shares of our Class A common stock and $170.7 million in borrowings, net of
repayments, under debt facilities.

Capital Resources

Our capital resources are provided from both internal and external sources.
The primary capital resources from internal operations include revenue from (1)
room rentals, food and beverage sales, retail sales and golf, tennis, marina and
conference services at the resorts, (2) the Premier Club memberships at the Boca
Raton Resort and Club and (3) ticket, broadcasting, sponsorship and other
revenue derived from ownership of the Panthers. The primary external sources of
liquidity have been the issuance of equity securities and borrowing under term
loans and lines-of-credit.

After giving pro forma effect to the private placement of our Class A
common stock which closed on February 18, 1999, the rights offering
subscriptions for shares of Class A common stock which we accepted on March 31,
1999, the initial borrowings under our New Credit Facility, the Private Debt
Offering and the application of the net proceeds from these financings, there
will be $156.1 million available on our Hockey revolving credit facility and our
New Credit Facility. As a result of this availability and expected cash from
operations, we believe that we will have sufficient funds to make our planned
capital expenditures for fiscal 1999 and to support our on-going operations.

FINANCIAL CONDITION

Significant changes in balance sheet data from June 30, 1998 to December
31, 1998 are discussed below.

Restricted Cash

Restricted cash decreased from $29.3 million at June 30, 1998, to $24.8
million at December 31, 1998. Restricted cash decreased at December 31, 1998
primarily because funds were released from restricted accounts pursuant to the
terms of the senior note secured by the Boca Raton Resort and Club.

Other Current Assets

Other current assets increased from $5.5 million at June 30, 1998 to $14.8
million at December 31, 1998. The increase in other current assets at December
31, 1998 primarily represents financing costs paid in connection with the
origination and extension of credit facilities. Such amounts are being amortized
over the estimated life of the related indebtedness using the straight-line
method, which approximates the interest method.
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Property and Equipment

Property and equipment increased from $959.2 million at June 30, 1998, to
$1.0 billion at December 31, 1998. We spent $31.0 million on the acquisition of
land in Naples and Plantation, Florida. Other capital spending during the six
months ended December 31, 1998 related to continued development and construction
at Grande Oaks Golf Club, continued construction of the 122 guest room addition
at the Arizona Biltmore Hotel and other recurring furniture, fixture and
equipment maintenance at the resorts.

Other Assets

Other assets increased from $13.1 million at June 30, 1998, to $21.5
million at December 31, 1998. A portion of the increase relates to payment of
signing bonuses to Panthers players. Signing bonuses are capitalized and
amortized over the life of a player's contract. In addition, we paid
approximately $3.9 million in connection with the construction of the National
Car Rental Center.

Intangible Assets

In connection with the acquisition of the Arizona Biltmore Hotel in March
1998, we agreed to pay up to $50.0 million to the sellers conditioned upon their
satisfactory execution of certain developmental plans. The plans were delivered
to us in acceptable form in December 1998. The $50.0 million note has no stated
interest rate and, accordingly, is presented net of an unamortized discount of
$4.7 million on the Consolidated Balance Sheet. A corresponding increase of
$45.3 million is also reflected as a component of intangible assets. The
effective interest rate on the note is 8.8%. The $50.0 million is payable at the
election of the seller, either in cash or in shares of our Class A common stock,
in three equal annual installments commencing in April 1999.

Current Portion of Deferred Revenue

Current portion of deferred revenue increased from $35.1 million at June
30, 1998, to $59.0 million at December 31, 1998. Approximately $13.4 million of
the increase related to deposits for advance suite and seat sales at the
National Car Rental Center. Additionally, approximately $6.8 million of the
increase related to receipts of advance deposits on room rentals and membership
fees and annual dues of the Premier Club at the Boca Raton Resort and Club.

Short-Term Debt

Short-term debt increased from $318.3 million at June 30, 1998, to $329.7
million at December 31, 1998. Most of the increase related to fully borrowing
under a new $10.0 million unsecured credit facility, which matures in June 1999.
The interest rate charged under the facility is LIBOR plus .50%. Certain of our
short-term debt instruments are guaranteed by our Chairman of the Board.

Long-Term Debt

Long-term debt increased from $217.8 million at June 30, 1998 to $255.3
million at December 31, 1998. The increase occurred partially because we
borrowed the remaining available balance under our existing $35.0 million credit
facility. These borrowings were partially offset by principal repayments on
indebtedness secured by the Boca Raton Resort and Club and the Arizona Biltmore
Hotel. In addition, we made a note payable to the sellers of the Arizona
Biltmore Hotel.

SEASONALITY

We have historically experienced, and expect to continue to experience,
seasonal fluctuations in our gross revenue and net earnings. Peak season at the
resorts extends from January through April, while the regular hockey season for
the Panthers commences in October and ends in April. On a pro forma basis for
acquisitions, approximately 70% of our annual revenue was historically generated
during the second and third fiscal quarters.

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IMPACT OF INFLATION

Inflation and changing prices have not had a material impact on our revenue
and results of operations. Based on the current economic climate, we do not
expect that inflation and changing prices will have a material impact on our
revenue or earnings during the remainder of fiscal 1999. Many of the costs of
operating our resorts can be fixed for certain periods of time, reducing the
short-term effects of changes in the rate of inflation. Room rates, which are
set on a daily basis, can be rapidly changed to meet changes in inflation rates
(as well as other changing market conditions). To the extent inflationary trends
affect short-term interest rates, a portion of our debt service costs may be
adversely affected.

YEAR 2000

We have completed an assessment relative to the modification or replacement
of portions of our software so that our computer systems will function properly
with respect to dates in the year 2000 and thereafter. We are also in the
process of identifying and reviewing our non-information technology systems with
respect to Y2K issues. In addition, we have begun to communicate with third
parties in order to determine the extent to which our interface systems are
vulnerable to those third parties' failure to remediate their own Y2K issues. As
of December 31, 1998, we had spent approximately $100,000 on Y2K issues. Our Y2K
project is scheduled to be completed by June 30, 1999, and the total cost is
expected not to exceed $500,000. However, we can provide no assurance that the
total cost will not exceed $500,000. We believe that modifications to existing
software and conversions to new software will not pose significant operational
problems for computer systems.

RECENTLY ISSUED ACCOUNTING STANDARDS

The adoption of recently issued accounting standards is not expected to
have a material impact on the Company's financial condition or results of
operations. See Note 2 -- "Recently Issued Accounting Standards" to the
Consolidated Financial Statements for the year ended June 30, 1998 included
elsewhere in this Prospectus.

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OUR BUSINESS

Florida Panthers Holdings, Inc. is a leading owner and operator of leisure
and entertainment/sports businesses. Our company is comprised of two business
segments: (1) leisure and recreation, which primarily consists of the ownership
of six luxury resorts, including the operation of hotels, conference facilities,
golf courses, spas, marinas and private clubs; and (2) entertainment and sports,
which includes the operations of the Florida Panthers Hockey Club, the National
Car Rental Center, a multi-purpose entertainment complex where the Panthers play
their home games, and related arena management operations. We believe each of
our businesses operates premier assets which, due to their market positions,
attract a large base of loyal customers with high disposable income, thereby
allowing us to maximize revenues and cash flows. For the twelve months ended
December 31, 1998, pro forma for acquisitions made in 1998, we generated revenue
of $362.8 million, of which $311.9 million, or 86% of total revenue, was
generated by our leisure and recreation operations and $50.9 million, or 14% of
total revenue, was generated by our entertainment and sports operations.
Adjusted EBITDA for the year ended December 31, 1998, which includes pro forma
adjustments for acquisitions made in 1998, amounted to $91.3 million.

LEISURE AND RECREATION

Our leisure and recreation operations include the ownership of six
well-known, luxury resorts with a combined 2,863 rooms. Our resorts include:

- the Boca Raton Resort and Club (Boca Raton, Florida);

- the Arizona Biltmore Hotel (Phoenix, Arizona);

- the Registry Hotel at Pelican Bay (Naples, Florida);

- the Edgewater Beach Hotel (Naples, Florida);

- the Hyatt Regency Pier 66 Hotel and Marina (Fort Lauderdale, Florida);
and

- the Radisson Bahia Mar Resort and Yachting Center (Fort Lauderdale,
Florida).

Each of our resorts shares the following competitive and operational
strengths:

- Unique, irreplaceable assets with high recognition and strong
positioning in its target markets;

- Facilities and amenities which provide multiple and diverse revenue
streams and attract upscale business and leisure customers;

- Opportunities to significantly increase revenue and cash flow through
the development of additional guest rooms and/or resort amenities and
facilities; and

- Established, or ability to initiate, club membership programs.

Amenities and services at our resorts include conference facilities, golf
courses, tennis facilities, spas, fitness centers, marinas, restaurants, retail
outlets, swimming pools, and other activities and services. The diversity and
number of amenities and services at our facilities provides us with substantial
non-room revenues. For the twelve months ended December 31, 1998, approximately
57% of revenues from our leisure and recreation operations were generated from
non-room sources. In addition, our luxury amenities and services allow us to
maintain premium pricing for our rooms. For the year ended December 31, 1998,
our average daily room rate was $191.65, compared to the average daily room rate
of the luxury resort industry for this period which, according to Smith Travel
Research, was $166.05.

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We also believe that our focus on upscale business and leisure customers
and corporate group customers allows us to maximize our total revenue per
available room. It has been our experience that these customers are more likely
to use the additional amenities and facilities available at our resorts, thereby
increasing revenue. In addition, we believe that by targeting upscale customers
we are well positioned to take advantage of demographic trends (which include an
aging "baby-boom" population with increasing disposable income) creating
increased demand for luxury resorts and related amenities. We believe our
resorts will be able to capitalize on these trends given their unique nature and
location. Our ability to capitalize on these trends will be enhanced by the high
barriers to entry associated with new luxury hotel and resort development that
we expect will limit new luxury room supply.

We continue to expand and develop our Premier Club concept which was first
introduced in 1991 at the Boca Raton Resort and Club. Membership in the Boca
Raton Resort Premier Club allows Premier Club members access to the Boca Raton
Resort and Club grounds, restaurants, recreational facilities and other private
social functions, which are otherwise restricted to resort guests. The Boca
Raton Resort Premier Club currently requires an initial membership fee of
$45,000 and annual social dues starting at $2,300. Additional dues are required
for members to have access to the resort's golf and tennis facilities. Annual
cash flow from Premier Club membership fees and dues has grown from $9.8 million
in 1996 to $14.9 million in fiscal 1998. In addition, Premier Club members
generate additional revenues through the use of existing resort facilities and
services, which are available on a fee-for-use basis. We expect to expand the
Premier Club concept to our other resorts through the development of additional
amenities and membership programs.

ENTERTAINMENT AND SPORTS

Our entertainment and sports operations primarily consist of:

- Ownership and management of the Panthers, a National Hockey League
franchise; and

- Management of the National Car Rental Center, a multi-purpose
entertainment complex where the Panthers play their home games.

The Panthers generate revenue through the sale of tickets to Panthers' home
games, the licensing of local market television, cable network, and radio
rights, from distributions under revenue-sharing arrangements with the NHL
covering national broadcasting contracts, as well as other ancillary sources
including franchise fees. In addition, we generate revenue through our
participation in the net operating income of the National Car Rental Center,
where the Panthers began playing their home games with the opening of the
1998-1999 NHL season.

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multi-purpose entertainment complex strategically located in the center of South
Florida's tri-county area, which encompasses a population of approximately 4.5
million. The National Car Rental Center has a seating capacity of 19,500 for
hockey games, over 30% more than the Miami Arena, including 72 luxury suites and
2,400 premium club seats. For the 1998-1999 season, the Panthers have sold
season tickets for 15,500 of the arena's 19,500 seats. In addition, all of the
luxury suites have been pre-sold under multi-year contracts.

BUSINESS STRATEGY

Our objective is to maximize our cash flow from and the value of our
businesses by:

- CONTINUING INTERNAL GROWTH THROUGH CAPITAL IMPROVEMENTS AT OUR
RESORTS. We believe that our resorts have the opportunity for continued
internal growth. At the time we acquired our resorts, each resort had
on-going or recently completed expansion and/or improvement programs. In
addition, we have continued to make capital improvements at the resorts
after we acquired them. We believe these capital improvements have and
will continue to improve our revenue and cash flow per available room. In
addition to normal recurring maintenance capital expenditures over the
past four years, $139.2 million has been invested in our resorts to:

-- Renovate all of the guest rooms at the Hyatt Regency Pier 66 Hotel
and Marina (completed in 1998);

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statistics compare favorably to the luxury resort industry which,
according to Smith Travel Research, achieved an average daily room rate
of $166.05 and room revenue per available room of $120.69 in 1998.

-- Development of a new championship golf course in Naples, Florida;

-- The addition of 114 luxury guest rooms, the renovation of 100 guest
rooms, as well as the addition of a spa complex and 30,000 square
feet of retail space at the Boca Raton Resort and Club;

-- A new pool complex at the Registry Hotel at Pelican Bay; and

-- Development of a new pool, cabana club and a private club restaurant,
as well as a spa expansion at the Hyatt Regency Pier 66 Hotel and
Marina.

- CAPITALIZING ON INTEGRATION OF RECENT ACQUISITIONS. We believe the
integration of certain aspects of our resort operations will allow us to
capitalize on our experienced management team, as well as to realize
significant operating efficiencies. Each member of our leisure and
recreation senior management team has over 20 years of experience in the
resort and real estate industries. We believe our management team's
ability to develop incremental revenue streams and generate cash flow
growth has been demonstrated by the success of the Boca Raton Resort and
Club. In addition, we believe the management of all of our resorts by a
single management team, with established practices and systems, will
improve the efficiency of our resort operations. We are focusing on
integrating the operations of all of our resorts, including reservations,
purchasing, training, information systems, insurance and marketing, in
order to achieve greater operating efficiencies and improved profit
margins.

- MAXIMIZING OPPORTUNITIES AT THE NATIONAL CAR RENTAL CENTER. We believe
the National Car Rental Center, which was completed in October 1998, will
significantly increase our ability to market and profit from the
Panthers. In addition, we believe our ability to participate in the
revenues from non-hockey events held at the National Car Rental Center
will increase the cash flow from our entertainment and sports operations.
We participate in all of the revenues from the National Car Rental
Center, including revenues from the sale of Panthers tickets, the leasing
of luxury suites and premium club seats, arena advertising and
sponsorships, food and beverage concessions, parking, as well as revenue
from other entertainment events.

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LEISURE AND RECREATION BUSINESS

RESORT INDUSTRY OVERVIEW

We believe our luxury resorts compete most directly with "luxury resort"
hotels, which are defined by Smith Travel Research as resorts whose average
daily room rate is in the top 15% of their resort markets. According to Smith
Travel Research, as of December 31, 1998 there were approximately 334 luxury
resorts in the United States, consisting of approximately 131,715 rooms. The
room supply in the luxury resort segment of the hotel and lodging industry has
been characterized by low growth from 1994 to 1998, having increased at a
compounded annual rate of 1.7%. However, room revenue for this luxury resort
segment grew at a compounded annual rate of approximately 8.4% between 1994 and
1998, which we believe reflects increased demand.

The following tables set forth information on the U.S. lodging industry*:

ROOM SUPPLY(1) ROOM DEMAND(2)
TOTAL ----------------------------------------- --------------------------------------
PROPERTIES CAGR CAGR
--------------- --------- ----------
1994 1998 1994 1998 1994-1998 1994 1998 1994-1998
------ ------ ------------- ------------- --------- ----------- ----------- ----------

US Luxury Resorts......... 314 334 44,636,821 47,765,724 1.7% 31,665,627 34,717,534 2.3%
US Lodging Industry....... 31,176 35,702 1,200,493,445 1,339,304,898 2.8% 777,194,087 855,716,418 2.4%

ROOM REVENUE(3) REVPAR(4)
-------------------------- OCCUPANCY AVERAGE DAILY -----------------------------
CAGR PERCENTAGE ROOM RATE CAGR
---------- ----------- ----------------- ----------
1994 1998 1994-1998 1994 1998 1994 1998 1994 1998 1994-1998
----- ----- ---------- ---- ---- ------- ------- ------ ------- ----------

US Luxury Resorts........ $ 4.2 $ 5.8 8.4% 70.9% 72.7% $133.70 $166.05 $94.85 $120.69 6.2%
US Lodging Industry...... 49.1 66.7 8.0% 64.7% 63.9% 63.15 77.98 40.89 49.82 5.1%

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

* All data taken from Smith Travel Research.
(1) Room Supply is defined as the sum of total available rooms each day for the
entire year.
(2) Room Demand is defined as the sum of available rooms occupied each day for
the entire year.
(3) Room revenue is defined as the aggregate revenue generated by room rentals
during the period indicated. This data is presented in billions.
(4) RevPAR is defined as room revenue per available room and is calculated by
dividing room revenue by the number of available rooms.

We believe that demand in the luxury resort sector will continue to
increase in the future as a result of the following key demographic trends:

- Growth in the population over 40 years old which is expected to increase
22% from 113 million presently to 138 million in the year 2010;

- Increases in leisure time and disposable income that are expected to
occur as the "baby-boom" generation matures;

- Increasing popularity of golf, spas, boating and restaurant dining; and

- Increasing corporate demand for quality, full-service facilities which
combine both group meeting facilities and recreational amenities.

The luxury resort segment is characterized by a large number of independent
owners, with approximately 54% of all luxury resort hotels being operated
independent of chain affiliations. In addition, there has been limited new
luxury resort construction since 1994, due to the substantial barriers to entry
relating to the industry. These barriers include the difficulty of finding
suitable property for such resorts, the time involved in obtaining zoning and
regulatory permits and approvals, and, the significant costs, coupled with
development and holding periods, associated with building such resorts.

The upscale customer base that typically patronizes the luxury resort
segment is desirable because the customer base allows the resorts to benefit
from the key demographic trends creating demand for luxury resorts and related
amenities described above.

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OUR RESORTS

Our leisure and recreation operations consist of six resort properties: the
Boca Raton Resort and Club, the Arizona Biltmore Hotel, the Registry Hotel at
Pelican Bay, the Edgewater Beach Hotel, the Hyatt Regency Pier 66 Hotel and
Marina and the Radisson Bahia Mar Resort and Yachting Center. The following
table sets forth a summary of the key features at our resorts:

NO. OF CONFERENCE NO. OF NO. OF NO. OF NO. OF NO. OF
ROOMS/ SPACE GOLF TENNIS SWIMMING BOAT FOOD & RETAIL
ACRES SUITES SQ. FT. COURSES COURTS POOLS SLIPS BEV. SITES SHOPS
----- ------ ----------- ------- ------ -------- ----- ---------- -------

Boca Raton Resort and
Club.................... 298 963 190,000 4(2) 30 5 25 15 14
Arizona Biltmore Hotel.... 39 620(1) 60,000 2(3) 8 6(6) -- 5 6
Registry Hotel at Pelican
Bay..................... 15 474 38,000 2(4) 15 3 -- 7 7
Edgewater Beach Hotel..... 2 126 3,600 2(4) -- 1 -- 2 1
Hyatt Regency Pier 66
Hotel and Marina........ 23 380 22,000 --(5) 2 3 142 6 3
Radisson Bahia Mar Resort
and Yachting Center..... 40 300 20,000 --(5) 4 1 350 2 5
--- ----- ------- -- -- -- --- -- --
417 2,863 333,600 8 59 19 517 37 36
=== ===== ======= == == == === == ==

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

(1) Excludes 122 rooms currently under construction which are expected to be
completed June 1999.
(2) Boca Raton Resort and Club maintains two 18-hole golf courses on premises.
In addition, the resort has access to two 18-hole golf courses through use
agreements.
(3) Arizona Biltmore Hotel has access to two 18-hole golf courses through use
agreements.
(4) The Registry Hotel at Pelican Bay and the Edgewater Beach Hotel have access
to the same two 18-hole golf courses through use agreements. In the future,
guests will also have access to the Grey Oaks Country Club 18-hole golf
course. Grey Oaks is owned by our company and is currently under
development.
(5) Hyatt Regency Pier 66 Hotel and Marina and Radisson Bahia Mar Resort and
Yachting Center will have access to the Grande Oaks Golf Club, a golf course
we own which was recently renovated and is expected to open in April 1999.
(6) Excludes a new Olympic size swimming pool which is expected to be completed
in June 1999.

Boca Raton Resort and Club

- Date Acquired. June 1997.

- Description. Boca Raton Resort is a destination luxury resort and
private club located on over 298 acres of land fronting both the Atlantic
Ocean and Intracoastal Waterway in Boca Raton, Florida. Boca Raton Resort
offers luxury accommodations and amenities to group conference customers,
leisure travelers and the members of its exclusive and private country
and social club known as the Premier Club. Boca Raton Resort consists of
the Cloister, the Tower, Boca Beach Club, the Golf Villas and Boca
Country Club.

- Rooms. Boca Raton Resort currently consists of 963 luxury guest rooms.

- Amenities. Amenities at Boca Raton Resort include a 50,000 square foot
conference center, a separate 140,000 square foot conference facility,
two 18-hole championship golf courses, a 30-court tennis facility, five
swimming pools, a 25-slip marina, a fitness center, an indoor basketball
court, two indoor racquetball courts and a half mile of private beach
with various water sports facilities. Other amenities of Boca Raton
Resort include 15 food and beverage sites, ranging from 5-star cuisine to
beach-side grills.

- Renovations/Expansion. In January 1998, Boca Raton Resort completed a
$46.5 million expansion and renovation project which included: (1) a new
140,000 square foot conference facility; (2) a state-of-the-art tennis
and fitness center complex; (3) a new Bates-designed 18-hole golf course,
replacing one of its previous 18-hole golf courses; and (4) an expanded
650-space parking facility. The completion of the conference center
allows Boca Raton Resort to accommodate more than one large group at a
time, resulting in better utilization of its luxury guest rooms.

- Distinctions. Boca Raton Resort has consistently been awarded the
Readers' Award as one of the "Top 25 Hotels in North America" by Travel &
Leisure magazine and was named to Conde Nast Traveler's Gold List in 1998
and recognized in Executive Travel Magazine as one of the Top 3 Hotels of
the Americas in 1998.

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Arizona Biltmore Hotel

- Date Acquired. March 1998.

- Description. Arizona Biltmore is a luxury resort located on 39 acres in
Phoenix, Arizona.

- Rooms. The resort currently consists of 620 luxury guest rooms.

- Amenities. Amenities at the Arizona Biltmore include state-of-the-art
conference facilities capable of accommodating up to 2,600 people, five
restaurants and food and beverage sites, six retail shops, an 18-hole
putting course, eight tennis courts, six swimming pools, and a 20,000
square foot spa complex, as well as privileges to play at two 18-hole golf
courses.

- Renovations/Expansion. Arizona Biltmore completed a $50.0 million
property-wide renovation and expansion program in 1996 and added the spa
complex in late 1997. A $12.0 million expansion is currently underway
which will include 122 additional luxury guest rooms and an Olympic size
swimming pool. The expansion is expected to be completed by June 1999.

- Distinctions. The property was featured in Architectural Digest in 1996,
was awarded the 1997 and 1998 Heritage Award of Excellence by the Urban
Land Institute, was featured in Historic Traveler Magazine in 1998 and was
named to Conde Nast Traveler's Gold List in 1998.

- Management Agreement. We are a party to a management agreement with AZB
Limited Partnership to manage the Arizona Biltmore which expires in April
2008. This agreement provides for an annual management fee of $1.0 million
through April 2001 and $500,000 thereafter.

Registry Hotel at Pelican Bay

- Date Acquired. August 1997.

- Description. Registry Hotel is a luxury resort located on 15 acres of
land fronting the Gulf of Mexico in Naples, Florida.

- Rooms. Registry Hotel consists of 474 luxury guest rooms.

- Amenities. Amenities at the resort include a 38,000 square foot
conference center, a 15-court tennis facility, a nature reserve boardwalk,
water sports and beach amenities, as well as seven restaurants and food
and beverage sites and retail shops.

- Distinctions. Registry Hotel has consistently received the Mobile Travel
Guide's Four Star Award, as well as the AAA's Four Diamond Award, and was
cited in 1998 by Conde Nast Traveler magazine as one of the Top 50 U.S.
Mainland Resorts. The Registry Hotel was also awarded Tennis magazine's 50
Greatest U.S. Tennis Resorts for 1998.

Edgewater Beach Hotel

- Date Acquired. April 1998.

- Description. Edgewater Beach Hotel is the only all-suite beach resort
located in Naples, Florida and is situated on a two-acre site surrounding
a tropical courtyard and fronting the Gulf of Mexico.

- Rooms. Edgewater Beach Hotel consists of 126 luxury suites.

- Amenities. Amenities at the resort include a pool, a fitness center,
water sports and other beach amenities, three conference rooms and a
penthouse gourmet restaurant.

- Renovations/Expansion. In 1997, Edgewater Beach Hotel completed a
four-year, $2.2 million renovation of its 126 luxury suites, along with
improvements to its amenities.

- Distinctions. In 1998, Edgewater Beach Hotel was featured in Resorts and
Great Hotels and received Wine Spectator magazine's Award of Excellence.
In 1995, the resort was named to Conde Nast

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Traveler's Best Places to Stay in the World and has consistently received
the Mobile Travel Guide's Four Star Award and the AAA's Four Diamond
Award.

- Management Agreement. We are a party to a management agreement with
Coral Beach Hotel Management to manage Edgewater Resort which expires in
October 1999. The agreement requires annual fees equal to 2% of total
revenue. We do not expect to renew this management agreement and
anticipate providing these services internally.

Hyatt Regency Pier 66 Hotel and Marina

- Date Acquired. March 1997.

- Description. Hyatt Regency Pier 66 is a luxury resort and marina complex
located on 23 acres of land fronting the Intracoastal Waterway in Fort
Lauderdale, Florida.

- Rooms. Hyatt Regency Pier 66 consists of 380 luxury guest rooms.

- Amenities. Amenities at the resort include a 22,000 square feet of
conference space, a spa and health club, a 142-slip marina, three swimming
pools, six restaurants and food and beverage sites and three retail shops.

- Renovations/Expansion. Hyatt Regency Pier 66 recently underwent an $8.4
million renovation of its guest rooms, which was in late 1998.

- Distinctions. Hyatt Regency Pier 66 has consistently received the Mobil
Travel Guide's Four Star Award, the AAA's Four Diamond Award, Successful
Meetings Magazine's Pinnacle Award in 1998 and Meetings and Conventions
Gold Key Award in 1998.

- Franchise Agreement. Upon the acquisition of Hyatt Regency Pier 66, we
assumed the rights under a 20-year franchise agreement with Hyatt
Franchise Corporation. The Hyatt franchise agreement terminates in
November 2014. The Hyatt franchise agreement provides for the payment of
monthly royalty fees equal to 5% of gross room revenue. The Hyatt
franchise agreement provides for the payment to Hyatt of certain Hyatt
"allocable chain expenses" based on the total number of guest rooms at
Hyatt Regency Pier 66 compared to the average number of guest rooms in all
Hyatt hotels in the United States. A fee for the use of the Hyatt
reservation system is also charged to Hyatt Regency Pier 66.

The Hyatt franchise agreement also requires that a reserve, equal to 4%
of gross room revenue, is maintained by Hyatt Regency Pier 66 for
replacement of furniture, fixtures and equipment and for 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 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.

- Management Agreement. In March 1999, we acquired the management company
that manages Hyatt Regency Pier 66.

Radisson Bahia Mar Resort and Yachting Center

- Date Acquired. March 1997.

- Description. Radisson Bahia Mar is a waterfront resort and marina
complex located on 40 acres of land fronting the Atlantic Ocean and the
Intracoastal Waterway in Fort Lauderdale, Florida.

- Rooms. Radisson Bahia Mar consists of 300 guest rooms.

- Amenities. Amenities at the resort include 20,000 square feet of
conference space, a 350-slip marina, four tennis courts, two restaurants
and retail shops.

- Renovations/Expansion. Radisson Bahia Mar completed an extensive $8.1
million renovation project in 1995 relating primarily to its guest rooms
and the relocation of its meeting space and restaurants.

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- Distinctions. Radisson Bahia Mar has consistently received the Mobile
Travel Guide's Three Star Award and the AAA's Three Diamond Award, as well
as the 1995 Radisson President's Award and the 1998 Anchor Award presented
by Marine Industries Association of South Florida. The Radisson Bahia Mar
marina is host to the International Boat Show, an annual six-day boating
and marine event, which is billed as the world's largest in-water boat
show.

- License Agreement. Upon the acquisition of Radisson Bahia Mar, we
assumed the rights under the Radisson license agreement with Radisson
Hotels International, Inc., which expires in July 2004. The terms of the
Radisson license agreement allow us to operate the hotel using Radisson's
proprietary hotel management system. Annual fees payable to Radisson
pursuant to the Radisson license agreement are 5% of gross room sales.

- Management Agreement. In March 1999, we acquired the management company
that manages Radisson Bahia Mar.

- Leases. The site of the resort is subject to a land lease which expires
in 2062.

In addition to the above resort properties, we also own the following country
club:

Grande Oaks Golf Club

- Date Acquired. November 1997.

- Description. Grande Oaks Golf Club is located in Davie, Florida.
Following the completion of renovations, the Grande Oaks Golf Club will
have an 18-hole championship golf course. Grande Oaks will be a private
golf course as well as an additional amenity for our Hyatt Regency Pier 66
Hotel and Marina and Radisson Bahia Mar Resort and Yachting Center resorts
in Fort Lauderdale.

- Renovations/Expansion. The property recently underwent a $13.7 million
renovation. The property features a redesigned 18-hole championship golf
course, a par three golf course, a new practice facility and a
state-of-the-art clubhouse. The facility is expected to open to a limited
customer base in April 1999 and will have its grand opening shortly
thereafter.

ENTERTAINMENT AND SPORTS BUSINESS

PROFESSIONAL HOCKEY LEAGUE OVERVIEW

The NHL was established in 1917 and comprises 27 professional hockey teams
based in major cities in the U.S. and Canada. The NHL has continued to grow in
popularity, as evidenced by attendance of approximately 18.8 million and record
revenues from ticket sales of approximately $613.0 million during the 1997-1998
season, compared to attendance of approximately 13.2 million and ticket sales of
approximately $300.0 million during the 1987-1988 season, and an increase in
gross retail sales of NHL licensed merchandise in the United States from
approximately $45.0 million in 1988 to approximately $1.0 billion in 1997-1998.
The growing popularity of hockey is further evidenced by the $80.0 million
franchise fee for the new NHL expansion teams to enter the league between 1998
and 2000, a 60% increase from the $50.0 million the Panthers paid in 1993. In
addition, the NHL recently agreed to a five-year $600.0 million national
television contract with ABC and ESPN, which will be shared equally among the
NHL teams. The new contract will begin with the 1999-2000 season and will be
approximately three times the dollar amount of the NHL's existing television
contract.

OUR HOCKEY OPERATIONS

Our hockey operations primarily consist of the ownership and operation of
the Panthers. We derive our hockey revenue principally from the sale of tickets
to the Panthers' home games and national and local broadcasting of Panthers
games and corporate sponsorship, advertising and promotion. Receipts from
tickets, broadcasting, advertising and promotions associated with the Panthers
are recorded as revenue on a per game basis over the NHL regular season. The
Panthers receive all revenues from the sale of tickets to the 41 regular season
home games and no revenues from the sale of tickets to the 41 regular season
away games. During the exhibition season we retain all the revenue from
Panthers' home games and share in the revenue from certain exhibition games
played at neutral sites. If the Panthers make the playoffs, the team receives
revenues from

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the sale of tickets to home playoff games, with a portion of such ticket revenue
used for league operating costs and shared with the opposing team.

The Panthers share equally with the other member clubs in expansion
franchise fees as well as in the NHL broadcasting contracts with Fox
Broadcasting Co., ESPN, Inc. and Molson Breweries of Canada Limited, and they
also have in place a local broadcasting contract with SportsChannel Florida
Associates, a Florida limited partnership, 70.0% of which is owned by H. Wayne
Huizenga, the Chairman of our Board of Directors. At the Miami Arena, we
generated revenue from the sale of advertising in certain limited locations. In
contrast, the Panthers will share in all arena advertising, parking and
concessions at the National Car Rental Center.

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. Each of
the members of the NHL is, in general, jointly and severally liable for the
league's liabilities and obligations and shares in its profits. Under the terms
of the NHL constitution and bylaws, league approval is required under certain
circumstances, including in connection with the sale or relocation of a member.

The NHL and the NHL Players' Association entered into the NHL Collective
Bargaining Agreement on August 11, 1995, which took retroactive effect as of
September 16, 1993. The NHL Collective Bargaining Agreement, as amended, expires
in September 2004. The Panthers will be required to provide appropriate security
by September 1, 2001 to ensure a $10.0 million payment to the NHL's collective
bargaining fund by April 15, 2003. The purpose of the fund is to strengthen the
NHL's bargaining position, if necessary, upon the expiration of its current
Collective Bargaining Agreement in September 2004. The Panthers' contribution
will be returned upon the execution of a new collective bargaining agreement.
Although we can provide no assurances, we believe the Panthers can obtain
sufficient financial resources to fund the required $10.0 million payment by
April 15, 2003.

Restrictions On Ownership. The NHL constitution and bylaws contain
provisions which may in some circumstances operate to prohibit a person from
acquiring our Class A common stock, thereby affecting its value. In general, any
acquisition of shares of Class A common stock which will result in a person or a
group of persons holding a 5.0% or more interest in our company, and each
acquisition of shares of Class A common stock which will result in a person or a
group of persons holding any multiple of a 5.0% interest, will require the prior
approval of the NHL, which may be granted or withheld in the sole discretion of
the NHL. In addition, no person who directly or indirectly owns any interest in
a privately-held NHL team, or a 5.0% or more interest in any other publicly-held
NHL team, may own, directly or indirectly, a 5.0% or more interest in our
company, without the prior approval of the NHL. Furthermore, the Panthers may
not grant a security interest in any of its assets, nor may any stockholder who
owns 5.0% or more of the Panthers' equity securities pledge such securities,
without the prior approval of the NHL, which may be withheld in the NHL's sole
discretion. In connection with any such grant or pledge, the NHL will require a
consent agreement satisfactory to the NHL.

Control Requirement. Unless otherwise permitted by the NHL, H. Wayne
Huizenga is required to maintain voting control of our company at all times. We
issued to Mr. Huizenga shares of Class B common stock, par value $.01 per share
to satisfy the control requirements of the NHL. On each matter submitted for
stockholder approval, each share of Class B common stock is entitled to 10,000
votes while each share of Class A common stock is entitled to one vote.

ARENA OPERATIONS

National Car Rental Center. In June 1996, we entered into a 30-year
license agreement and co-terminus operating agreement with Broward County
pursuant to which we have rights to manage and operate the National Car Rental
Center. Pursuant to the terms of the operating agreement, we are entitled to
retain (1) 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 and (2) the first $14.0 million of net
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operating income generated by the National Car Rental Center and 80% of all net
operating income in excess of $14.0 million generated by the National Car Rental
Center, with Broward County receiving the remaining 20%. "Net operating income"
is defined to include (1) all other revenue from the arena, including revenue
from premium seating (which includes luxury suites and club seating), building
naming rights, non-hockey related advertising, food and beverage concessions,
parking and all other revenue generated from non-hockey events, less (2) arena
operating and certain financing costs and reserves. We have contracted with
Leisure Management International, Inc., an arena operating company owned 50% by
Mr. Huizenga, to manage and operate the National Car Rental Center for $250,000
annually.

Miami Arena. We own approximately 78% of the partnership interests in
Decoma Miami Associates, Ltd., which derives all of its revenue from operating
the Miami Arena. Revenue is derived from seat use charges imposed on tickets
sold at the Miami Arena, net of fixed and variable operating payments. The Miami
Arena has a seating capacity of 14,703, and is where the Panthers played its
home games through the 1997-1998 NHL season and where the Miami Heat will play
its home games through the 1999-2000 basketball season. The size of the Miami
Arena limited our ability to generate revenue from additional ticket sales,
concessions and merchandise sales and unfavorable Panthers' hockey club lease
terms precluded us from sharing in suite, building advertising and parking
revenue. A new arena is currently under construction to serve as home to the
Miami Heat beginning with the 2000-2001 NBA season. We do not expect the loss of
the Miami Heat as primary tenant at the Miami Arena upon completion of their new
arena to have a material adverse effect on us.

Ice Rinks. As part of our strategy to capitalize on the popularity of
hockey, we currently operate Incredible Ice and Gold Coast Ice Arena, two ice
rinks located in South Florida. Incredible Ice and Gold Coast Ice Arena are open
to the general public and derive their revenue from, among other things, fees
charged to the public for use of the facilities for various hockey and skating
programs, open skating sessions, food and beverage sales and retail merchandise
sales.

CUSTOMERS AND MARKETING

Leisure and Recreation Business. The core customer base for our leisure
and recreation business consists of corporate and other group customers,
affluent local residents, individual business travelers and upscale leisure
travelers. Our marketing efforts focus on increasing business with existing
customers as well as increasing our upscale clientele. Our marketing efforts
involve (1) use of our sales force to develop national corporate and other group
business for the resort facilities by focusing on identifying, obtaining and
maintaining corporate and other group accounts whose employees conduct business
nationwide and (2) our use of advertisements that target individual business
travelers and upscale leisure travelers in magazines such as Conde Nast
Traveler, Travel and Leisure, Travel Weekly and Meetings and Conventions as well
as newspapers such as The New York Times. Our franchised resorts also benefit
from the strong distribution resulting from the national reservation systems of
the franchisors of the Hyatt and Radisson brands.

Entertainment and Sports Business. We market the Panthers to both their
local fan base in South Florida as well as to corporate sponsors. We intend to
capitalize on the increasing popularity of hockey by continuing to advertise and
market the Panthers as well as continuing to enhance the service and
entertainment provided at games. We also plan to develop and enhance our
relationships with corporate sponsors through the sale of ticket and suite
packages, advertising space and additional corporate sponsorship programs. In
addition, we plan to promote and book a variety of additional sports and
entertainment events at the National Car Rental Center.

COMPETITION

Leisure and Recreation Business. The resort and hotel industry is highly
competitive. Competitive factors within the resort and hotel industry include
room rates, quality of accommodations, service levels, convenience of location,
reputation, reservation systems, name recognition, and availability of
alternative resort and hotel operations in local markets. We face competition
from a variety of resort and hotel operations, as well as country and other
social clubs, many of which have greater financial and other resources than us.
An

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increase in the number of our competitors' resorts could have a material adverse
effect on the levels of occupancy and average room rates of our resorts.
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 our resort
and hotel operations.

Entertainment and Sports Business. The Panthers compete for entertainment
and sports dollars not only with other major league sports, but also with
college athletics and other sports-related entertainment. During portions of its
season, the Panthers experience competition from professional basketball (the
Miami Heat), professional football (the Miami Dolphins) and professional
baseball (the Florida Marlins). Mr. Huizenga currently controls the Miami
Dolphins. In addition, minor league sports franchises (including minor league
hockey), colleges and universities, as well as public and private secondary
schools in South Florida, offer a full schedule of athletic events throughout
the year. The Panthers also compete for attendance and advertising revenue with
a wide range of other entertainment and recreational activities available in
South Florida. Additionally, subject to the terms of the NHL Collective
Bargaining Agreement and other agreements between the NHL and other entities,
the Panthers competes with other NHL and non-NHL teams, professional and
otherwise, for available players.

INSURANCE

We maintain comprehensive insurance on our resorts, including liability,
business interruption, fire and extended coverage, in the types and amounts we
believe are customary to the resort and hotel industry. Nonetheless, there are
certain types of losses, generally of a catastrophic nature, that may be
uninsurable or not economically feasible to insure. We use our discretion in
determining amounts, coverage limits and deductibility provisions of insurance,
with a view to obtaining appropriate insurance on the resorts at a reasonable
cost and on suitable terms. This may result in insurance coverage that, in the
event of loss, might not be sufficient to pay the full current market value or
current replacement value of our lost investment. In addition, in the event of
such loss the insurance proceeds received by us might not be adequate to restore
our economic position with respect to the resorts.

The Panthers maintain disability insurance for certain highly compensated
players, which insurance provides for up to 80% salary reimbursement after the
player misses 30 consecutive regular season games due to injury. In the event an
injured player is not insured or disability insurance does not cover the entire
amount of the injured player's salary, we may be obligated to pay all or a
portion of the injured player's salary. We maintain comprehensive insurance on
the Incredible Ice and Gold Coast Ice Arena facilities, including liability,
fire and extended coverage, in the types and amounts we believe are customary to
the ice rink industry.

ENVIRONMENTAL MATTERS

Under various federal, state, and local environmental laws and regulations,
an owner or operator of real property may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such real property, as
well as for the costs of complying with environmental laws regulating on-going
operations. In connection with the ownership and operation of our properties, we
may be potentially liable for any such costs. We have obtained Phase I
environmental site assessments for the real property on which each of the
resorts is located. In addition, Phase II environmental assessments have been
conducted at several properties. Phase I assessments are intended to identify
existing, potential and suspected environmental contamination and regulatory
compliance concerns, and generally include historical reviews of the property,
reviews of certain public records, preliminary visual investigations of the site
and surrounding properties and the preparation and issuance of written reports.
Phase II assessments involve the sampling of environmental media, such as
subsurface soil and groundwater, to confirm whether contamination is present at
areas of concern identified during the course of a Phase I assessment.

The Phase I and Phase II assessments have not revealed any environmental
liability or compliance concerns that we believe would have a material adverse
effect on our business, nor are we aware of any such

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material liability or concern. However, the environmental assessments have
revealed the presence of limited areas of contamination on the properties, some
of which will require remediation. The environmental assessments have also
identified operations that are not strictly in compliance with applicable
environmental laws or that will need to be upgraded to remain in compliance with
applicable environmental laws (including the presence of underground storage
tanks at a few of the properties). The most significant areas of contamination
identified by the Phase I and Phase II assessments involve areas at the Grande
Oaks Golf Club and the company's property located in Plantation, Florida that
are currently being addressed. Pursuant to an agreement with the former owner of
such properties, we have the benefit of an indemnity that, based on currently
available information, we believe will defray the costs associated with the
investigation and remediation at these locations. Phase I and Phase II
assessments cannot provide full and complete knowledge of environmental
conditions and compliance matters. Therefore, we cannot assure you that: (1)
material environmental liabilities or compliance concerns do not exist; (2) an
identified matter that does not appear reasonably likely to be material will not
result in significantly greater expenditures than is currently anticipated; or
(3) there are no material environmental liabilities or compliance concerns of
which we are unaware.

LEGAL PROCEEDINGS

On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against us and Messrs. Huizenga, Johnson, Rochon,
Berrard, Hudson, Dauria and Evans in the United States District Court for the
Southern District of Florida. On May 7, 1998, a consolidated and amended class
action complaint was filed combining these claims into one action. The suits
allege, among other things, that the defendants violated Section 10(b) of the
Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by
making untrue statements or omitting to state important facts in connection with
sales of our Class A common stock by the plaintiff and others in the purported
class between November 13, 1996 and December 22, 1996. The suit generally seeks,
among other things, certification as a class and an award of damages in an
amount to be determined at trial. On July 17, 1998, we and the defendants moved
to dismiss this complaint for failure to state a claim. Our motion is currently
pending, and the court heard argument on the motion on May 5, 1999. Discovery is
statutorily stayed pending resolution of the motion to dismiss. We believe that
this suit is without merit and intend to defend vigorously against this suit. An
unfavorable outcome of the suit may have a material adverse effect on our
financial condition or results of operations.

On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and purported class action lawsuit on our behalf, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson and Egan,
each as our director, and Richard Evans and William Torrey, both former
directors, in the Seventeenth Judicial Circuit in and for Broward County,
Florida. The suit alleges, among other things, that each of the defendants,
other than Mr. Egan, breached contractual and fiduciary obligations owed to us
and our stockholders by engaging in self-dealing transactions in connection with
our purchase of Hyatt Regency Pier 66 Hotel and Marina and Radisson Bahia Mar
Resort and Yachting Center. The suit seeks to impose a constructive trust on
alleged excessive compensation paid to the prior owners of Hyatt Regency Pier 66
and Radisson Bahia Mar, to have damages assessed against the defendants or to
rescind the transaction. The amended complaint also added claims similar to
those alleged in the class action lawsuit described in the previous paragraph
and dropped Mr. Egan as a defendant. A second amended complaint was filed on
June 26, 1998 to delete a number of allegations in order to comply with a court
order. This case is currently in the discovery phase and has not yet been set
for trial. An evidentiary hearing on the defendants' motion to dismiss the
derivative claims was concluded on April 15, 1999. Although there can be no
assurance, we currently expect a decision of the court within the next sixty
days. On February 3, 1999, the plaintiff moved to consolidate this lawsuit with
the Seiden lawsuit, which is discussed below, and to amend the complaint to add
Mr. Dauria as a defendant. The defendants have tentatively agreed to allow Mr.
Seiden to intervene in the Kalishman lawsuit, rendering moot the motion to
consolidate. The court has deferred ruling on the motion to amend the complaint
until after the April hearing. We believe that this suit is without merit and
intend to vigorously defend against this suit. An unfavorable outcome of the
suit may have a material adverse effect on the our financial condition or
results of operations.

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On January 20, 1999, Eric Seiden filed a purported shareholder derivative
and purported class-action lawsuit on our behalf, as nominal defendant, against
Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson, Evans and Torrey in the
Seventeenth Judicial Circuit in and for Broward County, Florida. The suit
alleges, among other things, that each of the defendants breached contractual
and fiduciary obligations owed to us and our shareholders by engaging in
self-dealing transactions in connection with our purchase of Hyatt Regency Pier
66 and Radisson Bahia Mar. The suit seeks to impose a constructive trust on
alleged excessive compensation paid to the prior owners of Hyatt Regency Pier 66
and Radisson Bahia Mar or to have damages assessed against the defendants. The
allegations in the Seiden complaint are almost identical to the allegations in
the Kalishman complaint discussed above, except that the plaintiff does not seek
rescission of the hotel transactions. On February 3, 1999, the plaintiff moved
to consolidate the Seiden lawsuit with the Kalishman lawsuit, and to amend the
complaint to add Mr. Dauria as a defendant. The defendants have tentatively
agreed to allow Mr. Seiden to intervene in the Kalishman lawsuit, rendering moot
the motion to consolidate. The court has deferred ruling on the motion to amend
the complaint until after the April hearing in the Kalishman lawsuit. We believe
that this suit is without merit and we intend to vigorously defend against this
suit. An unfavorable outcome of the suit may have a material adverse effect on
our financial condition or results of operations.

We are not presently involved in any other material legal proceedings.
However, we may from time to time become a party to legal proceedings arising in
the ordinary course of doing business, which are incidental to our business.

EMPLOYEES

At December 31, 1998, we employed 3,105 full-time and 482 part-time
employees in connection with our leisure and recreation business. Not included
in these figures are 815 persons working as employees of the respective
management companies for Hyatt Regency Pier 66 Hotel and Marina, Radisson Bahia
Mar Resort and Yachting Center and Arizona Biltmore Hotel. We employ
approximately 100 full-time employees and 90 part-time employees in connection
with our entertainment and sports business. In addition, we employ approximately
15 corporate administrative personnel. None of these employees, other than the
Panthers hockey players, are subject to any collective bargaining agreement, and
we and the management companies believe that our relationship with employees is
good.

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MANAGEMENT

OUR EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The table below sets forth the names and ages of our executive officers,
directors and key employees as well as their positions and offices.

NAME AGE POSITION
- ---- --- --------

Executive Officers and Directors
H. Wayne Huizenga.......................... 61 Chairman of the Board
Richard C. Rochon.......................... 41 Vice Chairman of the Board and President
William M. Pierce.......................... 47 Senior Vice President, Treasurer and Chief
Financial Officer
Richard L. Handley......................... 52 Senior Vice President, General Counsel and
Secretary
Steven M. Dauria........................... 38 Vice President and Corporate Controller
Steven R. Berrard.......................... 44 Director
Dennis J. Callaghan........................ 49 Director
Michael S. Egan............................ 59 Director
Chris Evert................................ 44 Director
Harris W. Hudson........................... 56 Director
George D. Johnson, Jr...................... 56 Director
Henry Latimer.............................. 60 Director
Senior Management Team -- Leisure and Recreation Business
Michael Glennie............................ 48 Senior Vice President -- Resort Operations
Dennis J. Callaghan........................ 49 Managing Director of Development -- Resort
Division
James Applegate............................ 56 Vice President -- Golf Development
Senior Management Team -- Entertainment and Sports Business
William Torrey............................. 64 President and Governor of Florida Panthers
Hockey Club, Inc.
Alex Muxo.................................. 44 President of Arena Operating Company, Ltd., one
of our wholly-owned subsidiaries

Executive Officers and Directors

H. Wayne Huizenga has been our Chairman of the Board since September 1996.
Mr. Huizenga has also served as Chairman of the Board of AutoNation, Inc.
(together with its predecessor, Republic Industries, Inc., "AutoNation"), which
owns the nation's largest chain of franchised automotive dealerships, since
August 1995. AutoNation is building a chain of used vehicle megastores and owns
National Car Rental and Alamo Rent-A-Car. Since October 1996, Mr. Huizenga has
served as Co-Chief Executive Officer of AutoNation, and from August 1995 until
October 1996, Mr. Huizenga served as Chief Executive Officer of AutoNation.
Since July 1998, Mr. Huizenga has served as a director of theglobe.com, a
leading internet on-line community. Since June 1998, Mr. Huizenga has served as
a director of NationsRent, Inc., a developing national equipment rental company
which markets products and services primarily to a broad range of construction
and industrial customers. Since May 1998, Mr. Huizenga has served as Chairman of
the Board and Chief Executive Officer of Republic Services, Inc. ("Republic
Services"), a leading provider of non-hazardous solid waste collection and
disposal services. Since January 1995, Mr. Huizenga also has served as the
Chairman of the Board of Extended Stay America, Inc. ("Extended Stay"), an
operator of extended stay lodging facilities. From September 1994 until October
1995, Mr. Huizenga served as the Vice-Chairman of Viacom Inc., a diversified
entertainment and communications company. During the same period, Mr. Huizenga
also served as the Chairman of the Board of Blockbuster Entertainment Group, a
division of Viacom. From April 1987 through September 1995, Mr. Huizenga served
as the Chairman of the Board and Chief Executive Officer of Blockbuster, during
which time he helped build Blockbuster from a 19-store chain into the world's
largest video rental company. In September 1994, Blockbuster merged into Viacom.
In 1971,

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Mr. Huizenga co-founded Waste Management, Inc. ("Waste Management"), which he
helped build into the world's largest integrated solid waste services company,
and he served in various capacities, including President, Chief Operating
Officer and a director from its inception until 1984. Mr. Huizenga also
currently owns or controls the Miami Dolphins as well as Pro Player Stadium in
South Florida. Mr. Huizenga is the brother-in-law of Mr. Harris W. Hudson.

Richard C. Rochon has been a director since September 1996 and has served
as our Vice Chairman since April 1997. Mr. Rochon became our President in April
1998. Mr. Rochon has also been the President of Huizenga Holdings, Inc., a
privately held diversified holding company controlled by Mr. Huizenga, since
1988. Prior to joining Huizenga Holdings, he was a certified public accountant
at Coopers & Lybrand, an international public accounting firm. Mr. Rochon also
currently serves as a director of Century Business Services, Inc., a provider of
out-sourced business services.

William M. Pierce has been our Senior Vice President, Treasurer and Chief
Financial Officer since March 1997 and a director of Florida Panthers Hockey
Club, Inc., the general partner of Florida Panthers Hockey Club, since November
1996. From January 1990 to March 1997, Mr. Pierce served as an officer of
Huizenga Holdings and as the chief financial officer and a director of numerous
other private companies owned by Mr. Huizenga.

Richard L. Handley has been our Senior Vice President, General Counsel and
Secretary since May 1997. Prior to joining us, Mr. Handley served as Senior Vice
President and the General Counsel of Republic Industries from October 1995 to
May 1997. From June 1993 until joining Republic Industries, he was a principal
of Randolph Management Group, Inc., a management consulting firm specializing in
the environmental industry. From July 1990 until May 1993, Mr. Handley was Vice
President, Secretary and General Counsel of The Brand Companies, Inc., an
environmental services company. From September 1985 to July 1990, Mr. Handley
held various legal positions with affiliates of Waste Management. Prior to
September 1985, Mr. Handley was a lawyer in private practice in Chicago,
Illinois.

Steven M. Dauria has served as our Corporate Controller since March 1997
and Vice President since September 1996. Mr. Dauria served as our Chief
Financial Officer from September 1996 to March 1997. 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 the Florida Panthers Hockey Club and the Florida Marlins, a
major league baseball franchise. 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.

Steven R. Berrard has been a director since September 1996. Mr. Berrard has
been Co-Chief Executive Officer, President and a director of AutoNation since
October 1996. From March 1996 until January 1997, Mr. Berrard served as Chief
Executive Officer of AutoNation Incorporated, which owned and operated a
developing national chain of used vehicle retailing megastores, and which was
acquired by AutoNation in January 1997. While the acquisition of AutoNation
Incorporated by AutoNation was pending, from May 1996 until October 1996, Mr.
Berrard also served as a Vice President of AutoNation. 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, during which time he helped build
Blockbuster from a 19-store chain into the world's largest video and music
retailer. 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.

Dennis J. Callaghan. Mr. Callaghan is a director and our Managing Director
of Development -- Resort Division and has been a director of our company since
July 1997. Mr. Callaghan is responsible for overseeing
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and executing our development plans at our existing resorts. Since 1990, Mr.
Callaghan has been President of Callaghan & Partners, Ltd., an entity founded by
Mr. Callaghan to acquire, develop, finance, renovate and manage resorts, hotels
and residential and commercial properties in the United States and abroad. Prior
to our acquisition of the Boca Raton Resort and Club, Mr. Callaghan was
associated with the resort. Mr. Callaghan was appointed to our Board of
Directors in connection with the acquisition of Boca Resort.

Michael S. Egan has been a director since April 1997. Mr. Egan has served
as Chairman of Alamo Rent-A-Car, Inc. since 1973. Mr. Egan is also Chairman of
theglobe.com and of Certified Vacations, a tour company, and is a director of
Dancing Bear Investments, Inc., Nantucket Allserve, Inc., IT Acquisition Corp.
and Auto By Internet, Inc.

Chris Evert has been a director since July 1997. Since retiring from
professional tennis in 1989, Ms. Evert has served as a sports commentator and
continued to serve as a corporate spokesperson. In March 1989, Ms. Evert founded
Chris Evert Charities, Inc. and continues to be involved in its charitable
activities. Ms. Evert is the owner and head coach of the Evert Tennis Academy in
Boca Raton, Florida.

Harris W. Hudson has been a director since September 1996. Since August
1995, Mr. Hudson has served as a director of AutoNation and as Vice Chairman of
AutoNation since October 1996. He served as Chairman of AutoNation's Solid Waste
Group from October 1996 until July 1998. From August 1995 until October 1996,
Mr. Hudson served as President of AutoNation. From May 1995 until August 1995,
Mr. Hudson served as a consultant to AutoNation. From 1983 until August 1995,
Mr. Hudson founded and served as Chairman of the Board, Chief Executive Officer
and President of Hudson Management Corporation, a solid waste collection
company, which was acquired by Republic Industries in August 1995. From 1964 to
1982, Mr. Hudson served as Vice President of Waste Management of Florida, Inc.,
a subsidiary of Waste Management and its predecessor. Mr. Hudson has also served
as a director of NationsRent since June 1998 and as Vice Chairman and Secretary
and a director of Republic Services since May 1998. Mr. Hudson is the
brother-in-law of Mr. Huizenga.

George D. Johnson, Jr. has been a director since September 1996. 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 Divisions, 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 Chairman of the Board of Alrenco, Inc., and as a director
of Republic Industries and Duke Power Company.

Henry Latimer has been a director since August 1997. Since 1994, Mr.
Latimer has been a Managing Member of the Fort Lauderdale office of the law firm
of Eckert Seamans Cherin & Mellot. From 1983 to 1994, Mr. Latimer was a partner
in the Miami office of the law firm of Fine Jacobson Schwartz Nash & Block,
where he served as Managing Partner from 1993 to 1994. Prior to joining that
firm, Mr. Latimer served as a circuit judge for the 17th Judicial Circuit in and
for Broward County, Florida.

Senior Management Team -- Leisure and Recreation Business

Michael Glennie. Mr. Glennie serves as our Senior Vice President -- Resort
Division and as the President of Boca Raton Resort and Club. Prior to his
10-year tenure with Boca Resort, Mr. Glennie was Manager of the Waldorf Astoria
Hotel in New York. Glennie began his career with Rockresorts in various
management capacities (ultimately as its Chief Executive Officer) in the
Caribbean, Hawaii, and New York City. Among his accomplishments at Boca Raton
Resort and Club, Glennie introduced the concept of the Premier Club in 1991, a
club membership/resort program that has become an industry standard. Glennie
received a B.S. degree in Hotel Administration from Surrey University, England.
In 1998, Mr. Glennie was honored with the Hotelier of the World Award.

Dennis J. Callaghan. Mr. Callaghan's biography is contained in the
executive officer and director biography section presented above.

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James Applegate. Mr. Applegate joined us in October 1997 as Vice
President--Golf Development. Mr. Applegate has 20 years experience in land
acquisitions, golf course design and development and club operations. From 1986
through 1997, Mr. Applegate designed and built over 35 golf courses. From 1981
through 1985, he was Vice President of Operations for LaBonte Diversified
Development. During his tenure at LaBonte, he was responsible for, among other
things, land acquisitions and golf course development.

Senior Management Team -- Entertainment and Sports Business

William Torrey. Mr. Torrey has been the President and Governor of the
Florida Panthers Hockey Club, Inc., the corporate general partner of the
Panthers, since September 1993. Prior to joining us, Mr. Torrey was associated
with the New York Islanders Hockey Club for twenty-one years in various
capacities. From June 1989 to August 1992, Mr. Torrey served as 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. Mr. Torrey is a member of the Hockey
Hall of Fame, in recognition of his accomplishments as an executive.

Alex Muxo. Mr. Muxo has been the President of Arena Operating Company
Ltd., one of our wholly-owned subsidiaries, since September 1996. From January
1995 to July 1996, Mr. Muxo served as a Vice President of Huizenga Holdings.
Prior to joining Huizenga Holdings, Mr. Muxo served as a Vice President of
Blockbuster and Blockbuster Park from May 1994 to January 1995. Prior thereto,
Mr. Muxo was the City Manager of the City of Homestead, Florida. During his
tenure with the City of Homestead, Mr. Muxo directed and managed the development
of Homestead Baseball Stadium, the development of Miami MotorSports Race Track
and the substantial redevelopment and reconstruction work required as a result
of Hurricane Andrew.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors held seven meetings and took one action by written
consent in lieu of a meeting during the fiscal year ending June 30, 1998. No
director participated in fewer than 75% of the total sum of the number of
meetings and consent actions held during the time he or she served on our board
of directors, except for Ms. Evert who was not present for four meetings. Our
board of directors has the responsibility for establishing broad corporate
policies and for our overall performance. Our board of directors has established
an executive committee, an audit committee and a compensation committee to
assist it in carrying out its duties. Each director attended all of the meetings
of the committee in which he served.

Our executive committee, which met once during the year ended June 30,
1998, consists of Messrs. Huizenga and Rochon, with Mr. Huizenga serving as
Chairman. Our executive committee has the authority to approve, on behalf of the
entire board of directors, by vote at a duly convened meeting of the executive
committee, or by unanimous written consent:

- any acquisition, including any acquisition of property, or the
securities and/or assets and business of any industry not involving
more than $10.0 million in cash, securities or other form of payment;
and

- any borrowing, guarantees or other transactions not involving more
than $10 million in cash, securities or other form of payment.

Our audit committee, which met twice during the year ending June 30, 1998,
consists of Messrs. Johnson and Latimer, with Mr. Latimer serving as Chairman.
The audit committee's responsibilities include:

- selecting and recommending independent auditors to the full board of
directors;

- discussing the arrangements for the scope and results of the annual
audit with management and the independent auditors;

- reviewing the scope of non-audit professional services provided by the
independent auditors; and

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- obtaining from both management and the independent auditors their
observations on our system of internal accounting controls.

Our compensation committee, which met once during the year ended June 30,
1998, consists of Messrs. Egan, Johnson and Latimer, with Mr. Egan serving as
Chairman. Our compensation committee's responsibilities include:

- reviewing our compensation philosophy and programs;

- exercising authority with respect to the payment of salaries and
incentive compensation to directors and executive officers; and

- administering our 1996 stock option plan.

DIRECTOR COMPENSATION

Directors who we also employ or were employed by one of our subsidiaries do
not receive additional compensation for serving on the board of directors. Our
current policy provides that each non-employee director receive, upon that
person's initial election as a director, an option under our stock option plan
to acquire, at the then fair market value, 25,000 shares of our Class A common
stock. Directors are also given an annual option, subject to certain limitations
under the stock option plan to acquire, at the then fair market value, 20,000
shares of our Class A common stock at each annual meeting of our stockholders at
which that director is re-elected or remains a director. The stock option plan
provides that these options will vest in four equal annual installments
beginning on the first anniversary of the date of grant, unless otherwise
provided by the board of directors or the compensation committee. We also
reimburse directors for out-of-pocket expenses incurred in their capacity as
directors in connection with meetings of the board of directors or its
committees. The board of directors will periodically review and may revise the
compensation policies for non-employee directors.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following tables sets forth how we and our subsidiaries compensated,
during the fiscal years ended June 30, 1998, 1997 and 1996, the Chief Executive
Officer and each of the most highly compensated executive officers employed by
us or our subsidiaries and the capacities in which they served.

LONG-TERM
COMPENSATION
--------------
SECURITIES
UNDERLYING
ANNUAL COMPENSATION OPTIONS TO
--------------------------------- PURCHASE
FISCAL OTHER ANNUAL CLASS A
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMMON STOCK
- --------------------------- ------ -------- ------- ------------ --------------

H. Wayne Huizenga........................................... 1998 -- -- -- 350,000 shares
Chairman of the Board 1997 -- -- -- 100,000 shares
1996 -- -- -- --

Richard H. Evans............................................ 1998 $368,750 -- -- 75,000 shares
President(1)(4) 1997 $100,000 -- $ 5,000(2) 90,000 shares
1996 -- -- -- --

William M. Pierce........................................... 1998 $210,000 -- $ 7,919(2) 50,000 shares
Senior Vice President, Treasurer 1997 $ 52,500 -- -- 55,000 shares
and Chief Financial Officer(1) 1996 -- -- -- --

Richard L. Handley.......................................... 1998 $194,600 -- $11,980(2) 50,000 shares
Senior Vice President, General 1997 $ 18,700 -- -- 63,600 shares
Counsel and Secretary(1) 1996 -- -- -- --

Steven M. Dauria............................................ 1998 $140,000 -- $14,630(2) 20,000 shares
Vice President and Corporate 1997 $110,000 -- $15,000(2) 23,000 shares
Controller 1996 $ 90,000 $10,000(3) $14,000(2) --

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

(1) Messrs. Evans, Pierce and Handley joined us during the year ended June 30,
1997. As a result, no annual compensation is reflected for 1996.
(2) Comprised of insurance premiums which we paid on behalf of these employees.
(3) Represents bonus amounts earned in the fiscal year ended June 30, 1996 and
paid in the fiscal year ended June 30, 1997.
(4) We entered into a separation agreement with Mr. Evans, which became
effective on April 15, 1998. Under the agreement, we paid Mr. Evans
$250,000, which is included under the salary column in the above table, to
satisfy our obligation under an employment agreement with Mr. Evans.
Additionally, stock options issued to Mr. Evans under our stock option plan
will vest in accordance with the original schedule and will expire in April
2003.

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OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning grants of stock
options made during the fiscal year ended June 30, 1998.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES
NUMBER OF OPTIONS OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM(2)
OPTIONS IN EXERCISE EXPIRATION -----------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
- ---- -------------- ----------- -------- ---------- ---------- ----------

H. Wayne Huizenga............................. 350,000 shares 25.0% $17.25 01/02/08 $1,301,119 $2,802,004
Chairman of the Board
Richard H. Evans.............................. 75,000 shares 5.3% $17.25 01/02/08 $ 278,811 $ 600,429
President
William M. Pierce............................. 50,000 shares 3.6% $17.25 01/02/08 $ 185,874 $ 400,286
Senior Vice President, Treasurer and Chief
Financial Officer
Richard L. Handley............................ 50,000 shares 3.6% $17.25 01/02/08 $ 185,874 $ 400,286
Senior Vice President, General Counsel and
Secretary
Steven M. Dauria.............................. 20,000 shares 1.4% $17.25 01/02/08 $ 74,350 $ 160,115
Vice President and Corporate Controller

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

(1) These options become exercisable in four equal annual installments which
commenced on January 2, 1999.
(2) As required by Securities and Exchange Commission rules, potential
realizable values are based on the assumption that our Class A common stock
will appreciate in value from the date of grant to the end of the option
term at annually compounded rates of 5% and 10%. These values are not
intended to forecast possible future appreciation, if any, in the price of
our Class A common stock.

FISCAL YEAR-END OPTION VALUE TABLE

The following table sets forth information concerning the value of stock
options at the conclusion of the fiscal year ended June 30, 1998.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT JUNE 30, 1998 JUNE 30, 1998
------------------------------ ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- -------------- ----------- -------------

H. Wayne Huizenga........................................... 25,000 shares 425,000 shares $242,188 $1,579,688
Chairman of the Board
Richard H. Evans............................................ 22,500 shares 142,500 shares $193,125 $ 762,188
President
William M. Pierce........................................... 13,750 shares 91,250 shares $ 12,109 $ 158,203
Senior Vice President, Treasurer and Chief Financial
Officer
Richard L. Handley.......................................... 15,900 shares 97,700 shares $ -- $ 121,875
Senior Vice President, General Counsel and Secretary
Steven M. Dauria............................................ 5,750 shares 37,250 shares $ 55,703 $ 215,859
Vice President and Corporate Controller

OUR STOCK OPTION PLAN

Our Amended and Restated 1996 Stock Option Plan (the "Stock Option Plan"),
is designed to attract, retain and motivate key employees and directors. The
compensation committee determines the terms and prices at which options are
granted under the Stock Option Plan, except that the per share exercise price of
the options cannot be less than the fair market value of our 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 compensation committee. The
Stock Option Plan provides that options must vest in four equal annual
installments beginning on the first anniversary of the date of grant, unless
otherwise provided by the board of directors or the compensation committee.
However, in the event of a change of control, which is defined in the Stock
Option

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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.

Subject to an adjustment formula set out in the Stock Option Plan, we have
reserved the right to grant options to purchase an aggregate of up to 5,000,000
shares of our Class A common stock. As of February 15, 1999, we had granted, net
of cancellations, options to purchase a total of 4,526,510 shares of our Class A
common stock with exercise prices ranging from $9.31 per share to $27.30 per
share, leaving 473,490 options available for future grants. The exercise price
of each of these outstanding options is the fair market value of our Class A
common stock on the date of grant.

LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION

The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for money damages for breach of the directors' fiduciary duty of
care. Our certificate of incorporation limits the liability of our directors to
the fullest extent permitted by Delaware law. Specifically, our directors will
not be personally liable for money damages for breach of a director's fiduciary
duty as a director, except for liability:

- for any breach of the director's duty of loyalty;

- for acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law;

- under Section 174 of the Delaware General Corporation Law; or

- for any transaction from which the director derived an improper
personal benefit.

The inclusion of this provision in the certificate of incorporation may
have the effect of reducing the likelihood of derivative litigation against
directors. It may also discourage or deter stockholders or management from
bringing a lawsuit against our directors for breach of their duty of care, even
though their suit, if successful, might have benefited us and our stockholders.
This provision has no effect on any non-monetary remedies that may be available
to us or our stockholders, nor does it relieve us or our directors from
compliance with federal or state securities laws.

Our bylaws provide that we will indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by reason of the fact that he or she is or was one of our
directors or officers, or is or was serving at our request as a director,
officer, employee or agent of another entity. We will indemnify against
expenses, including attorneys' fees, actually and reasonably incurred by the
person in connection with the action or suit. In addition, we have obtained
director and officer liability insurance that insures our directors and officers
against certain liabilities.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

As of April 30, 1999, H. Wayne Huizenga owned all 255,000 shares of our
Class B common stock. As a result of the ownership of such stock, as well as
Class A common stock owned by him (see table below), Mr. Huizenga has the power
to vote 98.8% of the total votes entitled to be cast on any matter submitted to
a vote of our stockholders.

The following table sets forth information regarding the beneficial
ownership of our Class A and Class B common stock, including shares which the
individuals have the right to acquire within 60 days upon the exercise of
outstanding options, exchange rights and warrants as of April 30, 1999. The
table lists: (1) each person known to beneficially own more than 5% of our Class
A common stock; (2) each of our directors; (3) each of our executive officers;
and (4) all of our directors and executive officers as a group. Unless otherwise
indicated, the address of each person or party is 450 East Las Olas Boulevard,
Fort Lauderdale, Florida 33301, our principal business address.

On April 6, 1999, we consummated the sale of 1,575,621 shares of our Class
A common stock at a price of $10.25 per share in connection with the Rights
Offering. H. Wayne Huizenga, our Chairman of the Board (or his assignees),
Richard C. Rochon, our Vice Chairman of the Board and President, George D.
Johnson, Jr., one of our directors, and William M. Pierce, our Senior Vice
President, Treasurer and Chief Financial Officer, purchased 1,463,414, 50,000,
50,000 and 5,000 shares of Class A common stock, respectively, in connection
with the Rights Offering.

BENEFICIAL OWNERSHIP
------------------------
SHARES PERCENT(1)
---------- ----------

H. Wayne Huizenga(2)........................................ 6,923,296 17.9%
Huizenga Investments Limited Partnership.................... 6,033,494 15.6%
P.O. Box 50102
Henderson, Nevada 89106
The Equitable Companies Incorporated(3)..................... 3,854,950 10.0%
1290 Avenue of the Americas
New York, New York 10104
Richard C. Rochon(4)........................................ 945,062 2.4%
William M. Pierce(5)........................................ 132,545 *
Richard L. Handley(6)....................................... 43,400 *
Steven M. Dauria(7)......................................... 26,500 *
Steven R. Berrard(8)........................................ 618,822 1.6%
Dennis J. Callaghan(9)...................................... 268,140 *
Michael S. Egan(10)......................................... 158,950 *
Chris Evert(11)............................................. 8,750 *
Harris W. Hudson(12)........................................ 406,000 1.1%
George D. Johnson, Jr.(13).................................. 854,848 2.2%
Henry Latimer(14)........................................... 8,750 *
All directors and executive officers as a group (12
persons).................................................. 11,895,063 30.5%

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

* Less than 1%.
(1) The denominator used to calculate the percent of beneficial ownership for
each named stockholder is based on 38,501,996 shares of our Class A common
stock outstanding at April 30, 1999 (which includes 1,575,621 shares for
which we have accepted subscriptions in connection with the Rights
Offering), plus those shares issuable within 60 days upon exercise of any
options and immediately exercisable warrants and exchange rights.
(2) The total number of shares of Class A common stock beneficially owned by
Mr. Huizenga includes (1) 6,033,494 shares of Class A common stock owned by
Huizenga Investment Limited Partnership, a Nevada limited partnership
controlled by Mr. Huizenga, (2) 397,202 shares of Class A common stock

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owned directly by Mr. Huizenga, (3) 100,100 shares of Class A common stock
owned by Mr. Huizenga's wife, (4) 25,000 shares of Class A common stock
underlying options, which vested on November 8, 1997, (5) 25,000 shares of
Class A common stock underlying options, which vested on November 8, 1998,
(6) 87,500 shares of Class A common stock underlying options, which vested
on January 2, 1999 and (7) 255,000 shares of Class A common stock which are
issuable upon the conversion of the Class B common stock currently held by
Mr. Huizenga. Mr. Huizenga disclaims beneficial ownership of the shares
owned by his wife.
(3) The number of shares of Class A common stock beneficially owned by The
Equitable Companies Incorporated is based solely upon a review of the
Schedule 13G/A filed on April 10, 1998 by The Equitable Companies
Incorporated.
(4) The total number of shares of Class A common stock beneficially owned by
Mr. Rochon consists of (1) 300,000 shares owned by Weezor I Limited
Partnership, a Nevada limited partnership controlled by Mr. Rochon, (2)
570,062 shares owned directly by Mr. Rochon, (3) 6,250 shares underlying
options, which vested on November 8, 1997, (4) 6,250 shares underlying
options, which vested on November 8, 1998, (5) 12,500 shares underlying
options, which vested on April 3, 1998, (6) 12,500 shares underlying
options, which vest on April 3, 1999 and (7) 37,500 shares underlying
options, which vested on January 2, 1999.
(5) The total number of shares of Class A common stock beneficially owned by
Mr. Pierce consists of (1) 113,500 shares owned directly by Mr. Pierce, (2)
45 shares owned by members of Mr. Pierce's immediate family living in the
same household as Mr. Pierce, (3) 1,250 shares underlying options, which
vested on November 8, 1997, (4) 1,250 shares underlying options, which
vested on November 8, 1998, (5) 12,500 shares underlying options which
vested on April 3, 1998, (f) 12,500 shares underlying options, which vest
on April 3, 1999 and (g) 12,500 shares underlying options, which vested on
January 2, 1999.
(6) The total number of shares of Class A common stock beneficially owned by
Mr. Handley consists of (1) 15,000 shares owned directly by Mr. Handley,
(2) 15,900 shares underlying options which vested on May 21, 1998 and (3)
12,500 shares underlying options, which vested on January 2,1999.
(7) The total number of shares of Class A common stock beneficially owned by
Mr. Dauria consists of (1) 10,000 shares owned directly by Mr. Dauria, (2)
5,750 shares underlying options, which vested on November 8, 1997, (3)
5,750 shares underlying options, which vested on November 8, 1998 and (4)
5,000 shares underlying options, which vested on January 2, 1999.
(8) The total number of shares of Class A common stock beneficially owned by
Mr. Berrard consists of (1) 603,822 shares owned by Berrard Holdings
Limited Partnership, a Nevada limited partnership controlled by Mr.
Berrard, (2) 6,250 shares underlying options, which vested on November 8,
1997 (3) 6,250 shares underlying options, which vested on November 8, 1998
and (4) 2,500 shares underlying options which vested on November 17, 1998.
(9) The total number of shares of Class A common stock beneficially owned by
Mr. Callaghan consists of: (1) 94,787 shares owned directly by Mr.
Callaghan, (2) 12,728 shares underlying warrants which are currently
exercisable, (3) 88,125 shares issuable upon the exercise of exchange
rights which are currently exercisable, (4) 62,500 shares underlying
options, which vested on July 9, 1998 and (5) 10,000 shares underlying
options, which vested on January 2, 1999.
(10) The total number of shares of Class A common stock beneficially owned by
Mr. Egan consists of (1) 150,000 shares owned directly by Mr. Egan, (2) 200
shares owned by a member of Mr. Egan's family living in the same household
as Mr. Egan, (3) 6,250 shares underlying options, which vested on April 23,
1998 and (4) 2,500 shares underlying options which vested on November 17,
1998.
(11) The total number of shares of Class A common stock beneficially owned by
Ms. Evert consists of (1) 6,250 shares underlying options, which vested on
July 9, 1998 and (2) 2,500 shares underlying options, which vested on
November 17, 1998.
(12) The total number of shares of Class A common stock beneficially owned by
Mr. Hudson consists of (1) 300,000 shares owned by the Harris W. Hudson
Limited Partnership, a Nevada limited partnership controlled by Mr. Hudson,
(2) 91,000 shares owned directly by Mr. Hudson, (3) 6,250 shares underlying
options, which vested on November 8, 1997, (4) 6,250 shares underlying
options, which

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vested on November 8, 1998 and (5) 2,500 shares underlying options, which
vested on November 17, 1998.
(13) The total number of shares of Class A common stock beneficially owned by
Mr. Johnson consists of (1) 818,848 shares owned by GDJ, Jr. Investments
Limited Partnership, a Nevada limited partnership controlled by Mr.
Johnson, (2) 15,000 shares owned by Mr. Johnson's wife, (3) 3,000 shares
owned by the GD Johnson III ESA Trust, (4) 3,000 shares owned by the SP
Johnson ESA Trust, (5) 6,250 shares underlying options, which vested on
November 8, 1997, (6) 6,250 shares underlying options, which vested on
November 8, 1998 and (7) 2,500 shares underlying options, which vested on
November 17, 1998.
(14) The total number of shares of Class A common stock beneficially owned by
Mr. Latimer consists of (1) 6,250 shares underlying options, which vested
on August 7, 1998 and (2) 2,500 shares underlying options, which vested on
November 17, 1998.

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CERTAIN RELATIONSHIPS AND TRANSACTIONS

It is our policy to enter into transactions with related parties on terms
that, on the whole, are no less favorable than those terms that would be
available from unaffiliated parties. Based on our experience in the business
segments in which we operate and the terms of our transactions with unaffiliated
parties, we believe that all of the transactions described below met our policy
standards at the time they occurred.

The following events occurred in connection with our initial public
offering:

(1) Mr. Huizenga contributed to us:

- his 78% ownership interest in Decoma Miami Associates, Ltd., an entity
which manages the Miami Arena;

- a note representing the outstanding amount which one of our
subsidiaries had previously borrowed from him, plus interest;

- his ownership interest in the Florida Panthers Hockey Club;

- his ownership interest in Arena Development Company, Ltd., an entity
which developed the National Car Rental Center; and

- his ownership interest in Arena Operating Company, Ltd., an entity
which operates the National Car Rental Center;

in exchange for 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.

(2) We repaid $20.0 million in debt owed to Panthers Investment Venture,
one of our affiliates controlled by Mr. Huizenga.

In 1994, Mr. Huizenga purchased a 50% interest in the predecessor to
Leisure Management International, Inc., which manages the Miami Arena under a
management agreement with Decoma. Under the terms of the management agreement,
Leisure Management received from Decoma management fees of approximately
$109,000, $120,000 and $137,000 for the fiscal years ended June 30, 1996, 1997
and 1998, respectively. We will manage and operate the National Car Rental
Center, a new multi-purpose sports and entertainment complex located in Broward
County, Florida under an operating agreement between us and Broward County. We
have entered into an agreement with Leisure Management to manage the National
Car Rental Center for $250,000 annually and with Front Row Communications, Inc.,
an entity affiliated with Mr. Huizenga, to market luxury suites and obtain
corporate sponsorships at the arena. Front Row will receive 10% of all first
year arena advertising, including naming rights revenue at the National Car
Rental Center.

In August 1997, the Panthers entered into a contract with SportsChannel
Florida, an entity affiliated with Mr. Huizenga. Under the terms of this
contract, the Panthers granted local television broadcast and pay television
rights, exclusively to SportsChannel Florida, a Florida limited partnership, 70%
of which is owned by Mr. Huizenga for all of the Panthers' pre-season, regular
season and post-season games during the six seasons commencing with the
1997-1998 season. The SportsChannel Florida contract provides for payments to
the Panthers of annual rights fees of $2.8 million for the 1997-1998 season,
$3.1 million for the 1998-1999 season, $5.5 million for the 1999-2000, 2000-2001
and 2001-2002 seasons and $6.0 million for the 2002-2003 season.

We pay Huizenga Holdings a management fee equal to 1% of our gross revenue,
excluding National Hockey League generated revenues, in exchange for services
including, but not limited to, assisting us in executing administrative
functions, obtaining financing, developing tax planning strategies and
formulating risk management strategies, as well as advising us with respect to
securities matters and future acquisitions. This management fee totaled
approximately $293,000, $498,000 and $2.9 million for the fiscal years ended
June 30, 1996, 1997 and 1998, respectively.

In connection with the acquisition of the Hyatt Regency Pier 66 Hotel and
Marina and the Radisson Bahia Mar Resort and Yachting Center in March 1997,
Messrs. Huizenga, Berrard, Johnson and Rochon
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received 972,018, 592,877, 451,248 and 379,062 shares of the Class A common
stock, respectively, in exchange for their ownership interests in these resorts.
Based, in part, on a fairness opinion received from Donaldson, Lufkin & Jenrette
Securities Corporation, we believe that the acquisition of these resorts was
fair to our stockholders and that the terms of the acquisition were as favorable
to us as could have been obtained from an unaffiliated party in a comparable
transaction. This transaction is subject to pending litigation. See
"Business -- Legal Proceedings."

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following summary description of certain of our indebtedness does not
purport to be complete, and is subject to, and is qualified in its entirety by
reference to, our credit agreements and other debt instruments, copies of which
may be obtained from us upon written request.

NEW CREDIT FACILITY

The New Credit Facility was provided by a syndicate of banks and other
financial institutions led by Bear, Stearns & Co. Inc., as syndication agent,
and Bankers Trust Company, as administrative agent. The New Credit Facility
provides for a revolving credit facility of $146.0 million which will mature
approximately three years after the date of the closing of the Private Debt
Offering. Upon the closing of the Private Debt Offering, our initial borrowings
under the New Credit Facility were $24.9 million.

Our obligations under the New Credit Facility are fully guaranteed by
certain of our domestic subsidiaries (each of which is a guarantor of the Notes)
which, directly or indirectly, own interests in the Hyatt Regency Pier 66 Hotel
and Marina, the Radisson Bahia Mar Resort and Yachting Center, the Edgewater
Beach Hotel and the Registry Hotel at Pelican Bay. The guarantees from the
operating subsidiaries under the New Credit Facility are secured by a first lien
on these resorts and related assets.

Borrowings by us under the New Credit Facility are based on an eligible
borrowing base, which is generally limited to the lesser of (x) an amount which
is no more than a specified percentage of the most recent appraised value of the
resorts which are collateral for the loan, (y) an amount which is supported by a
specified debt coverage ratio and (z) a specified multiple of cash flow.

Borrowings under the New Credit Facility bear interest, at our option, at a
rate equal to (a) LIBOR or (b) the Base Rate plus, in either case, the
Applicable Margin. The "Base Rate" means the higher of (i) the rate that Bankers
Trust Company announces from time to time as its prime lending rate and (ii)
0.5% in excess of the overnight federal funds rate. The "Applicable Margin"
means 3.0% for LIBOR loans and 1.0% for Base Rate loans. Actual interest rates
are subject to market conditions at the time of closing.

The New Credit Facility provides that the Company must meet or exceed a
fixed charge ratio, must not exceed a leverage ratio and must maintain a minimum
net worth. In addition, the New Credit Facility contains customary covenants at
our operating subsidiaries, and customary representations and warranties.

The New Credit Facility includes customary events of default.

HOCKEY REVOLVING CREDIT FACILITY DUE APRIL 2000

This loan is a revolving credit facility payable to a bank. Borrowings
under this facility bear interest at a floating rate based on the lender's base
rate or LIBOR, at our option. Base rate loans bear interest at the Base Rate
(defined as the higher of (x) the applicable prime lending rate of The Chase
Manhattan Bank and (y) the Federal Funds rate plus 0.5% per annum). LIBOR loans
bear interest at LIBOR plus 1.5% per annum. The interest rate on this loan at
December 31, 1998 was 6.6%. The total undrawn amount of this facility at
December 31, 1998, after giving pro forma effect to our private placement of
Class A common stock which closed on February 18, 1999, the rights offering
subscriptions for Class A common stock which closed on April 6, 1999, the
initial borrowings under our New Credit Facility, the Private Debt Offering and
the application of the net proceeds from these financings, is $35.0 million.

This loan contains customary covenants, including those regarding our
financial performance, and restrictions upon the distribution of cash to the
Company upon violation of our financial covenants or upon an event of default
under the loan. This loan provides for the repayment of all of the debt
outstanding thereunder in the event of a material adverse change in our business
or the business of the Panthers or other entities comprising the non-hockey
sports and entertainment segment of the Company taken as a whole.

This loan is secured by a first lien upon the assets of the Panthers and
upon assets related to our sports and entertainment segment.

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BOCA RATON RESORT MORTGAGE DUE AUGUST 2001

This is a secured term loan payable to a bank. Borrowings under this
facility bear interest at a floating rate based on the lender's base rate or
LIBOR, at our option. Base rate loans bear interest at the prime lending rate of
ScotiaBank plus 0.25% per annum. LIBOR loans bear interest at LIBOR plus 2.25%
per annum. The effective interest rate on this loan at December 31, 1998 was
9.2% after giving effect to payments made on an interest rate swap purchased in
connection with this loan. The amount outstanding under this facility at
December 31, 1998, after giving pro forma effect to our private placement of
Class A common stock which closed on February 18, 1999, our rights offering of
Class A common stock which closed on April 6, 1999, the initial borrowings under
our New Credit Facility, the Private Debt Offering and the application of the
net proceeds from these financings, is $108.5 million.

This loan contains customary covenants, including those regarding the Boca
Raton Resort and Club's financial performance, and restrictions upon the
distribution of cash to the Company. This loan provides for the repayment of all
of the debt outstanding thereunder in the event of a material adverse change in
the business of the Boca Raton Resort and Club.

This loan is secured by a first mortgage and lien upon all Boca Raton
Resort and Club assets.

ARIZONA BILTMORE MORTGAGE DUE JULY 2016

The loan bears interest at a fixed rate of 8.25%. This non-recourse term
loan is secured by a first deed of trust and lien upon all of the Arizona
Biltmore Hotel assets. The loan contains customary covenants, including the
maintenance of customary reserves. We assumed this loan in connection with
acquiring the Arizona Biltmore Hotel. The amount outstanding under this loan at
December 31, 1998, after giving pro forma effect to our private placement of
Class A common stock which closed on February 18, 1999, our rights offering of
Class A common stock which closed on April 6, 1999, the initial borrowings under
our New Credit Facility, the Private Debt Offering and the application of the
net proceeds from these financings, is $62.1 million.

This loan is secured by a second deed of trust and lien upon all Arizona
Biltmore Hotel assets.

ARIZONA BILTMORE EARNOUT NOTE DUE IN APRIL 2000 AND APRIL 2001

This obligation is an unsecured obligation of the Arizona Biltmore Hotel
and the Company to pay the balance of the vested earn-out payment to the sellers
of the Arizona Biltmore Hotel. This obligation does not bear interest. The
amount outstanding under this obligation at December 31, 1998, after giving pro
forma effect to our private placement of Class A common stock which closed on
February 18, 1999, our rights offering of Class A common stock which closed on
April 6, 1999, the initial borrowings under our New Credit Facility, the Private
Debt Offering and the application of the net proceeds from these financings, is
$28.6 million.

INDEBTEDNESS REPAID IN CONNECTION WITH THE PRIVATE DEBT OFFERING

Arizona Biltmore Loan due December 2000

This was a secured term loan payable to a bank. The proceeds of this loan
were used to make the second payment to acquire the Arizona Biltmore Hotel.
Borrowings under this facility bore interest at a floating rate based on the
lender's base rate or LIBOR, at the Company's option. Base rate loans bore
interest at the Base Rate (defined as the higher of (x) the applicable prime
lending rate of Bankers Trust Company and (y) the Federal Reserve reported
certificate of deposit rate plus 1.0% per annum) plus 4.0% per annum. LIBOR
loans bore interest at LIBOR plus 6.0% per annum. The interest rate on this loan
at December 31, 1998 was 10.9%.

Interim Loan Payable to Bank due June 1999

This loan bore interest at a variable rate, which was 9.4% at December 31,
1998. The proceeds were used for the initial payment to acquire the Arizona
Biltmore Hotel, to acquire interests in the Registry Hotel at

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Pelican Bay, to refinance indebtedness secured by the Radisson Bahia Mar Resort
and Yachting Center, to make the final payment to acquire the Edgewater Beach
Hotel and for working capital purposes.

Pier 66 Mortgage due June 2000

This loan bore interest at a variable rate, which was 8.9% at December 31,
1998. This loan was secured by a first mortgage on the Hyatt Regency Pier 66
Hotel and Marina. We assumed this loan in connection with acquiring the Hyatt
Regency Pier 66 Hotel and Marina.

Unsecured Line-of-Credit due June 1999

This loan bore interest at a variable rate, which was 5.7% at December 31,
1998. The proceeds were used to pay fees and expenses associated with the
Arizona Biltmore Loan due December 2000 described above and for working capital.

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DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, the word
"Company" refers only to Florida Panthers Holdings, Inc. and not to any of its
subsidiaries.

The Company will issue the New Notes under the same Indenture to be dated
as of April 21, 1999 (the "Indenture") among itself, the Guarantors and The Bank
of New York, as trustee (the "Trustee"), under which the Old Notes were issued.
The terms of the New Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act").

The following description is a summary of the material provisions of the
Indenture and the Registration Rights Agreement among the Company, the
Guarantors and the Initial Purchasers (the "Registration Rights Agreement"). It
does not restate those agreements in their entirety. We urge you to read the
Indenture and the Registration Rights Agreement because they, and not this
description, define your rights as holders of the New Notes. Certain defined
terms used in this description but not defined below under "-- Certain
Definitions" have the meanings assigned to them in the Indenture.

THE OLD NOTES AND THE NEW NOTES WILL REPRESENT THE SAME DEBT

The New Notes will be issued solely in exchange for an equal principal
amount of Old Notes pursuant to the Exchange Offer. The New Notes will evidence
the same debt as the Old Notes and both series of Notes will be entitled to the
benefits of the Indenture and treated as a single class of debt securities. The
terms of the New Notes will be the same in all material respects as the Old
Notes except that (i) the New Notes will be registered under the Securities Act,
and therefore, will not bear legends restricting the transfer thereof and (ii)
certain of the registration rights, under the Registration Rights Agreement,
relating to the New Notes are different than those relating to the Old Notes
and, therefore, the defaults under the Registration Rights Agreement that may
require the Company to pay additional interest will be different for the New
Notes and the Old Notes. See "Registration Rights Agreement; Liquidated
Damages."

If the Exchange Offer is consummated, holders of Old Notes who do not
exchange their Old Notes for New Notes will vote together with holders of the
New Notes for all relevant purposes under the Indenture. Accordingly, all
references herein to specified percentages in aggregate principal amount of the
outstanding Notes shall be deemed to mean, at any time after the Exchange Offer
is consummated, such percentages in aggregate principal amount of the Old Notes
and the New Notes then outstanding.

BRIEF DESCRIPTION OF THE NOTES AND THE GUARANTEES

The Notes

The Notes:

- are general unsecured obligations of the Company;

- are subordinated in right of payment to all existing and future Senior
Debt of the Company;

- are pari passu in right of payment with any future senior subordinated
Indebtedness of the Company; and

- are unconditionally guaranteed by the Guarantors.

The Guarantees

The Notes are guaranteed by all of the Domestic Subsidiaries of the
Company. As of the date of the Indenture, all of our subsidiaries will be
"Domestic Subsidiaries." However, in the future, under certain circumstances we
may have subsidiaries which are not "Domestic Subsidiaries."

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Each Guarantee of the Notes:

- is a general unsecured obligation of the Guarantor;

- is subordinated in right of payment to all existing and future Senior
Debt of the Guarantor; and

- is pari passu in right of payment with any future senior subordinated
Indebtedness of the Guarantor.

As of the date of the Indenture, all of our subsidiaries will be
"Restricted Subsidiaries." However, under the circumstances described below
under the subheading "-- Certain Covenants -- Designation of Restricted and
Unrestricted Subsidiaries," we will be permitted to designate certain of our
subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will
not be subject to many of the restrictive covenants in the Indenture. Our
Unrestricted Subsidiaries will not guarantee the Notes.

PRINCIPAL, MATURITY AND INTEREST

The Indenture provides for the issuance by the Company of Notes with a
maximum aggregate principal amount of $340.0 million. The Company will issue
Notes in denominations of $1,000 and integral multiples of $1,000. The Notes
will mature on April 15, 2009.

Interest on the Notes will accrue at the rate of 9 7/8% per annum and will
be payable semi-annually in arrears on April 15, and October 15, commencing on
October 15, 1999. The Company will make each interest payment to the Holders of
record on the immediately preceding April 1 and October 1.

Interest on the Notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

If a Holder has given wire transfer instructions to the Company, the
Company will pay all principal, interest and premium and Liquidated Damages, if
any, on that Holder's Notes in accordance with those instructions. All other
payments on Notes will be made at the office or agency of the Paying Agent and
Registrar within the City and State of New York unless the Company elects to
make interest payments by check mailed to the Holders at their addresses set
forth in the register of Holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

The Trustee will initially act as Paying Agent and Registrar. The Company
may change the Paying Agent or Registrar without prior notice to the Holders,
and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

TRANSFER AND EXCHANGE

A Holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange any Note selected
for redemption. Also, the Company is not required to transfer or exchange any
Note for a period of 15 days before the mailing of a notice of redemption of
Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all
purposes.

SUBSIDIARY GUARANTEES

The Guarantors will jointly and severally guarantee the Company's
obligations under the Notes. Each Subsidiary Guarantee will be subordinated to
the prior payment in full of all Senior Debt of that Guarantor. The obligations
of each Guarantor under its Subsidiary Guarantee will be limited as necessary to
prevent that
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Subsidiary Guarantee from constituting a fraudulent conveyance under applicable
law. See "Risk Factors -- Federal and state statutes allow courts, under
specific circumstances, to void guarantees and require noteholders to return
payments received from guarantors."

A Guarantor may not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than the Company or
another Guarantor, unless:

(1) immediately after giving effect to that transaction (other than in
the case of a sale described in clause (c) of the definition of "Asset
Sale"), no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation
or merger assumes all the obligations of that Guarantor under the
Indenture, its Subsidiary Guarantee and the Registration Rights
Agreement pursuant to a supplemental indenture satisfactory to the
Trustee; or

(b) such sale or other disposition complies with the "Asset Sale"
provisions of the Indenture, including the application of the Net
Proceeds therefrom.

The Subsidiary Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after
giving effect to such transaction) a Restricted Subsidiary of the Company,
if the sale or other disposition of all or substantially all of the assets
of that Guarantor complies with the provisions of the Indenture;

(2) in connection with any sale or other disposition of all of the
Capital Stock of a Guarantor to a Person that is not (either before or
after giving effect to such transaction) a Restricted Subsidiary of the
Company, if the sale or other disposition of all such Capital Stock of that
Guarantor complies with the provisions of the Indenture;

(3) if the Company properly designates any Restricted Subsidiary that
is a Guarantor as an Unrestricted Subsidiary; or

(4) upon dissolution or liquidation in accordance with the provisions
of the Indenture.

See "-- Repurchase at the Option of Holders -- Asset Sales."

SUBORDINATION

The payment of principal, interest and premium and Liquidated Damages, if
any, on the Notes will be subordinated to the prior payment in full in cash or
Cash Equivalents of all Senior Debt of the Company, including Senior Debt of the
Company incurred after the date of the Indenture.

The holders of Senior Debt of the Company will be entitled to receive
payment in full in cash or Cash Equivalents of all Obligations due in respect of
Senior Debt of the Company (including interest after the commencement of any
bankruptcy proceeding, whether or not allowed, at the rate specified in the
applicable Senior Debt of the Company) before the Holders of Notes will be
entitled to receive any payment with respect to the Notes (except that Holders
of Notes may receive payments made from the trust described under "-- Legal
Defeasance and Covenant Defeasance"), in the event of any distribution to
creditors of the Company:

(1) in a total or partial liquidation or dissolution of the Company;

(2) in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property;

(3) in an assignment for the benefit of creditors; or

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(4) in any marshaling of the Company's assets and liabilities.

The Company also may not make any payment under or in respect of the Notes
(except from the trust described under "-- Legal Defeasance and Covenant
Defeasance") if:

(1) a payment default (including any payment default following
acceleration of maturity) on Designated Senior Debt of the Company occurs
and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any Designated
Senior Debt of the Company that permits holders of that Designated Senior
Debt of the Company to accelerate its maturity and the Trustee receives a
notice of such default (a "Payment Blockage Notice") from the Company or
the holders of any Designated Senior Debt of the Company.

Payments on the Notes may and shall be resumed:

(1) in the case of a payment default, upon the date on which such
default is cured or waived; and

(2) in case of a nonpayment default, the earlier of the date on which
such nonpayment default is cured or waived or 179 days after the date on
which the applicable Payment Blockage Notice is received, unless the
maturity of any Designated Senior Debt of the Company has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the delivery of the immediately prior Payment Blockage
Notice. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default shall have
been cured or waived for a period of not less than 90 consecutive days.

If the Trustee or any Holder of the Notes receives a payment in respect of
the Notes (except from the trust described under "-- Legal Defeasance and
Covenant Defeasance") when:

(1) the payment is prohibited by these subordination provisions; and

(2) the Trustee or the Holder has actual knowledge or otherwise
receives notice that the payment is prohibited;

the Trustee or the Holder, as the case may be, shall hold the payment in trust
for the benefit of the holders of Senior Debt of the Company. Upon the proper
written request of the holders of Senior Debt of the Company, the Trustee or the
Holder, as the case may be, shall deliver the amounts in trust to the holders of
Senior Debt of the Company or their proper representative.

The Company must promptly notify holders of its Senior Debt if payment of
the Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event
of a bankruptcy, liquidation or reorganization of the Company, Holders of Notes
may recover less ratably than creditors of the Company who are holders of Senior
Debt of the Company.

Payments under the Subsidiary Guarantee of each Guarantor will be
subordinated to the prior payment in full of all Senior Debt of such Guarantor,
including Senior Debt of such Guarantor incurred after the date of the
Indenture, on the same basis as provided above with respect to the subordination
of payments on the Notes by the Company to the prior payment in full of Senior
Debt of the Company. See "Risk Factors -- The Notes and Guarantees will be
subordinated to our senior debt."

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"Designated Senior Debt" means:

(1) any Indebtedness outstanding at any time under any Existing Credit
Agreement and any renewal, refund, replacement or refinancing of such
Indebtedness, provided that any such renewal, refund, replacement or
refinancing is Senior Debt; and

(2) any other Senior Debt permitted under the Indenture the principal
amount of which is $20.0 million or more and that has been designated by
the Company as "Designated Senior Debt."

The Company shall immediately notify the Trustee in writing of any
Indebtedness being designated as Designated Senior Debt.

"Senior Debt" means:

(1) all Indebtedness of the Company or any Guarantor outstanding now
or hereafter under Credit Facilities of the Company or any Guarantor and
all Hedging Obligations with respect thereto;

(2) any other Indebtedness of the Company or any Guarantor permitted
to be incurred under the terms of the Indenture, unless the instrument
under which such Indebtedness is incurred expressly provides that it is on
a parity with or subordinated in right of payment to the Notes or any
Subsidiary Guarantee; and

(3) all Obligations outstanding now or hereafter with respect to the
items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding three clauses,
Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or
owing by the Company;

(2) any Indebtedness of the Company to any of its Subsidiaries or
other Affiliates;

(3) any trade payables; or

(4) the portion of any Indebtedness that is incurred in violation of
the Indenture.

OPTIONAL REDEMPTION

After April 15, 2004, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
15 of the years indicated below:

YEAR PERCENTAGE
- ---- ----------

2004........................................................ 104.938%
2005........................................................ 103.291%
2006........................................................ 101.645%
2007 and thereafter......................................... 100.000%

In addition, at any time prior to April 15, 2002, the Company may redeem up
to 35% of the aggregate principal amount of Notes issued under the Indenture at
a redemption price of 109.875% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date, with the
net cash proceeds of one or more Qualified Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued
under the Indenture remains outstanding immediately after the occurrence of
such redemption (excluding Notes held by the Company and its Subsidiaries);
and

(2) the redemption must occur within 60 days of the date of the
closing of such Qualified Equity Offering.

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Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to April 15, 2004.

The agreement governing the New Credit Facility and certain other Senior
Debt may prohibit the Company from exercising its option to redeem the Notes as
described above.

MANDATORY REDEMPTION

The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

REPURCHASE AT THE OPTION OF HOLDERS

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes pursuant to a Change of
Control Offer on the terms set forth in the Indenture. In the Change of Control
Offer, the Company will offer a Change of Control Payment in cash equal to 101%
of the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, thereon, to the date of purchase.
Within 30 days following any Change of Control, the Company will mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the Change of Control
Payment Date specified in such notice, which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed, pursuant to
the procedures required by the Indenture and described in such notice. The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
the Indenture, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent
lawful:

(1) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions thereof so tendered;
and

(3) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the
Company.

The Paying Agent will promptly mail to each Holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof.

Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control, the
Company will either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this covenant.

The agreements governing the New Credit Facility and certain other Senior
Debt may prohibit the Company from purchasing any Notes, and may also provide
that certain change of control events with respect to the Company would
constitute a default under these agreements. Any future credit agreements or
other

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agreements relating to Senior Debt to which the Company becomes a party may
contain similar restrictions and provisions. In the event a Change of Control
occurs at a time when the Company is prohibited from purchasing Notes, the
Company could seek the consent of its senior lenders to the purchase of Notes or
could attempt to refinance the borrowings that contain such prohibition. If the
Company does not obtain such a consent or repay such borrowings, the Company
will remain prohibited from purchasing Notes. In such case, the Company's
failure to purchase tendered Notes would constitute an Event of Default under
the Indenture which would, in turn, constitute a default under such Senior Debt.
In such circumstances, the subordination provisions in the Indenture would
likely restrict payments to the Holders of Notes.

The provisions described above that require the Company to make a Change of
Control Offer following a Change of Control will be applicable regardless of
whether any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the Holders of the Notes to require that the
Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer. Any third party making a Change of Control Offer will be required
to either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt.

The definition of Change of Control includes a phrase relating to the
direct or indirect sale, lease, transfer, conveyance or other disposition of
"all or substantially all" of the properties or assets of the Company and its
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of Notes to require the Company to repurchase such Notes as a result of a
sale, lease, transfer, conveyance or other disposition of less than all of the
assets of the Company and its Subsidiaries taken as a whole to another Person or
group may be uncertain.

Neither the Board of Directors of the Company nor the Trustee may waive the
covenant relating to a Holder's right to redemption upon a Change of Control.
This right, as well as restrictions in the Indenture on the ability of the
Company and its Restricted Subsidiaries to incur additional Indebtedness, to
grant Liens on its property, to make Restricted Payments and to make Asset
Sales, may make more difficult or discourage a takeover of the Company, whether
favored or opposed by the management of the Company. Consummation of any such
transaction in certain circumstances may require redemption or repurchase of the
Notes, and there can be no assurance that the Company or the acquiring party
will have sufficient financial resources to effect such redemption or
repurchase. Such restrictions and the restrictions on transactions with
Affiliates may, in certain circumstances, make more difficult or discourage any
leveraged buyout of the Company or any of its Subsidiaries. While such
restrictions cover a wide variety of arrangements which have traditionally been
used to effect highly leveraged transactions, the Indenture may not afford the
Holders of Notes protection in all circumstances from the adverse aspects of a
highly leveraged transaction, reorganization, restructuring, merger or similar
transaction.

Asset Sales

The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the
fair market value (as determined at the time a legally binding agreement is
entered into with respect to such Asset Sale) of the assets or Equity
Interests issued or sold or otherwise disposed of;

(2) if such fair market value exceeds $10.0 million, the Board of
Directors of the Company shall have determined that such Asset Sale is fair
and reasonable to, and in the best interests of, the Company,

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as evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee; and

(3) at least 75% of the consideration therefor received by the Company
or such Restricted Subsidiary is in the form of cash or Cash Equivalents.
For purposes of this provision, each of the following shall be deemed to be
cash:

(a) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet), of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
contemporaneously (subject to ordinary settlement periods) converted by
the Company or such Restricted Subsidiary into cash (to the extent of
the cash received in that conversion).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect
thereto;

(2) to acquire all or substantially all of the assets of, or a
majority of the Voting Stock of, another Permitted Business;

(3) to make a capital expenditure in or that is used or useful in a
Permitted Business; or

(4) to acquire other long-term assets that are used or useful in a
Permitted Business.

In the case of Investments under (2), (3) and (4) above, the Company may, within
365 days after the receipt of Net Proceeds from an Asset Sale, enter into a
legally binding agreement to invest such Net Proceeds within one year. If any
such legally binding agreement to invest such Net Proceeds is terminated, then
the Company may, within 90 days of such termination or within 365 days of such
Asset Sale, whichever is later, invest such Net Proceeds as provided in clause
(2), (3) or (4) in the preceding paragraph.

Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the two preceding paragraphs will constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will
make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal amount
of Notes and such other pari passu Indebtedness tendered. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of the Indenture, the Company will

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comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the Asset Sale provisions of the
Indenture by virtue of such conflict.

The agreements governing the New Credit Facility and certain other Senior
Debt may prohibit the Company from purchasing any Notes, and may also provide
that certain asset sale events with respect to the Company would constitute a
default under these agreements. Any future credit agreements or other agreements
relating to Senior Debt to which the Company becomes a party may contain similar
restrictions and provisions. In the event an Asset Sale occurs at a time when
the Company is prohibited from purchasing Notes, the Company could seek the
consent of its senior lenders to the purchase of Notes or could attempt to
refinance the borrowings that contain such prohibition. If the Company does not
obtain such a consent or repay such borrowings, the Company will remain
prohibited from purchasing Notes. In such case, the Company's failure to
purchase tendered Notes would constitute an Event of Default under the Indenture
which would, in turn, constitute a default under such Senior Debt. In such
circumstances, the subordination provisions in the Indenture would likely
restrict payments to the Holders of Notes.

SELECTION AND NOTICE

If less than all of the Notes are to be redeemed at any time, the Trustee
will select Notes for redemption as follows:

(1) if the Notes are listed, in compliance with the requirements of
the principal national securities exchange on which the Notes are listed;
or

(2) if the Notes are not so listed, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate.

No Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at its
registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion of
the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption.

CERTAIN COVENANTS

Restricted Payments

The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or
distribution on account of the Company's or any of its Restricted
Subsidiaries' Equity Interests (including, without limitation, any payment
in connection with any merger or consolidation involving the Company or any
of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or to the Company
or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company,
any direct or indirect parent of the Company or any Subsidiary of the
Company (other than a Wholly Owned Restricted Subsidiary);

(3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at the Stated Maturity thereof; or

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(4) make any Restricted Investment (all such payments and other
actions set forth in clauses (1) through (4) above being collectively
referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

(2) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of
the covenant described below under the caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock"; and

(3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of the Indenture (excluding Restricted Payments
permitted by clauses (2) and (3) of the next succeeding paragraph), is less
than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the
period (taken as one accounting period) from the beginning of the first
fiscal quarter commencing after the date of the Indenture to the end of
the Company's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit); plus

(b) 100% of the aggregate net cash proceeds received by the Company
since the date of the Indenture as a contribution to its common equity
capital or from the issue or sale of Equity Interests of the Company
(other than Disqualified Stock) or from the issue or sale of convertible
or exchangeable Disqualified Stock or convertible or exchangeable debt
securities of the Company that have been converted into or exchanged for
such Equity Interests (other than Equity Interests (or Disqualified
Stock or debt securities) sold to a Subsidiary of the Company); plus

(c) (i) to the extent that any Restricted Investment that was made
after the date of the Indenture is sold for cash or otherwise liquidated
or repaid for cash, an amount (to the extent not included in
Consolidated Net Income) equal to the lesser of (x) the cash return of
capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (y) the initial amount of such Restricted
Investment and (ii) in the case of the designation of an Unrestricted
Subsidiary as a Restricted Subsidiary (as long as the designation of
such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted
Investment) an amount equal to the lesser of (x) the fair market value
of all outstanding Investments owned by the Company and its Restricted
Subsidiaries in such Unrestricted Subsidiary and (y) the amount of the
Restricted Investment deemed made at the time the Subsidiary was
designated as an Unrestricted Subsidiary; plus

(d) $5.0 million.

So long as no Default has occurred and is continuing or would be caused
thereby (other than in the case of clause (1) below), the preceding provisions
will not prohibit:

(1) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any
Guarantor or of any Equity Interests of the Company in exchange for, or out
of the net cash proceeds of the substantially concurrent sale (other than
to a Subsidiary of the Company) of, Equity Interests of the Company (other
than Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (3)(b) of the
preceding paragraph;

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(3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its common Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company or any Restricted Subsidiary
of the Company held by employees of the Company or its Subsidiaries upon
death, disability or termination of employment; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $500,000 in any twelve-month period;

(6) the one-time dividend or distribution of the Company's direct or
indirect interests in the Florida Panthers Hockey Club, Ltd. and in the
National Car Rental Center, together with, at the option of the Company,
all or a portion of any other assets related to the sports and
entertainment segment of the Company, provided that the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such dividend or distribution is made would
have been at least 2.25 to 1, determined on a pro forma basis, as if the
dividend or distribution had been made at the beginning of such
four-quarter period;

(7) the repurchase of Equity Interests of the Company that may be
deemed to occur upon the exercise of options to acquire Capital Stock of
the Company if such Equity Interests represent a portion of the exercise
price of such options;

(8) any Permitted Seller Note Payments;

(9) any distributions under Section 5.01(b) of the Limited Partnership
Agreement ("BRHC Limited Partnership Agreement") of Panthers BRHC Limited,
a Florida limited partnership, dated June 25, 1997 (which limited
partnership owns the Boca Raton Resort and Club) in respect of income tax
liabilities of Boca Raton Hotel and Club Limited Partnership (which
formerly owned the Boca Raton Resort and Club) arising from its status as a
non-managing general partner of Panthers BRHC Limited, and any
distributions under Section 5.01(c) of the BRHC Limited Partnership
Agreement to pay Boca Raton Hotel and Club Limited Partnership its
reasonable administrative costs, plus the $75,000 annual amount due
thereunder; and

(10) cash payments in lieu of fractional shares issuable as dividends
on Equity Interests of the Company in an amount, when taken together with
all other cash payments made pursuant to this clause (10) since the date of
the Indenture, not to exceed $500,000.

The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued to or by the Company or such Subsidiary, as
the case may be, pursuant to the Restricted Payment. The fair market value of
any assets or securities that are required to be valued by this covenant shall
be determined by the Board of Directors whose resolution with respect thereto
shall be delivered to the Trustee. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this "Restricted Payments"
covenant were computed, together with a copy of any fairness opinion or
appraisal required by the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur" or the "incurrence") any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified Stock
and the Company will not permit any of its Restricted Subsidiaries to issue any
Disqualified Stock or preferred stock; provided, however, that the

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Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and a Guarantor may incur Indebtedness or issue Disqualified Stock or
preferred stock, if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would have been at least 2 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1) the incurrence by the Company and any Guarantor of revolving
credit Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause
(1)(with letters of credit being deemed to have a principal amount equal to
the maximum potential liability of the Company and the Guarantors and the
Guarantors thereunder) not to exceed $200.0 million less the aggregate
amount of all Net Proceeds of Asset Sales applied by the Company or any
Guarantor to repay any revolving credit Indebtedness under a Credit
Facility and effect a corresponding commitment reduction thereunder
pursuant to the covenant described above under the caption "-- Repurchase
at the Option of Holders -- Asset Sales";

(2) the incurrence by the Company and any Guarantor of the Existing
Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Notes and the related Subsidiary Guarantees to be issued
on the date of the Indenture and the Exchange Notes and the related
Subsidiary Guarantees to be issued pursuant to the Registration Rights
Agreement;

(4) the incurrence by the Company or any Guarantor of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase
money obligations, in each case, incurred for the purpose of financing all
or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or such
Guarantor (including any refinancing thereof), in an aggregate principal
amount not to exceed $10.0 million at any time outstanding;

(5) the incurrence by the Company or any of Guarantor of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are
used to refund, refinance or replace Indebtedness (other than intercompany
Indebtedness) that was permitted by the Indenture to be incurred under the
first paragraph of this covenant or clauses (2), (3) or (5) of this
paragraph;

(6) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and
any of its Wholly Owned Restricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such
Indebtedness, such Indebtedness must be expressly subordinated to the
prior payment in full in cash of all Obligations with respect to the
Notes, in the case of the Company, or the Subsidiary Guarantee, in the
case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests
that results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary thereof and (ii) any sale or
other transfer of any such Indebtedness to a Person that is not either
the Company or a Wholly Owned Restricted Subsidiary thereof; shall be
deemed, in each case, to constitute an incurrence of such Indebtedness
by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted
Subsidiaries of:

(a) Hedging Obligations that are incurred for the purpose of fixing
or hedging interest rate risk with respect to any floating rate
Indebtedness that is permitted by the terms of this Indenture to be
outstanding; and

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(b) Currency Agreements entered into in the ordinary course of
business in respect of assets or obligations denominated in a foreign
currency;

(8) the guarantee by the Company or any of the Guarantors of
Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this covenant;

(9) the accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness of the Company
or any Guarantor in the form of additional Indebtedness with the same
terms, and the payment of dividends on Disqualified Stock in the form of
additional shares of the same class of Disqualified Stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Stock for purposes of this covenant; provided, in each such case, that the
amount thereof is included in Fixed Charges of the Company as accrued;

(10) the incurrence by the Company's Unrestricted Subsidiaries of
Non-Recourse Debt, provided, however, that if any such Indebtedness ceases
to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
deemed to constitute an incurrence of Indebtedness by a Restricted
Subsidiary of the Company that was not permitted by this clause (10);

(11) Indebtedness of the Company or any Guarantor arising from the
honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of
business; provided, however, that such Indebtedness is extinguished within
two business days of incurrence;

(12) Indebtedness of the Company or any Guarantor represented by
letters of credit for the account of the Company or such Restricted
Subsidiary, as the case may be, in order to provide security for workers'
compensation claims, payment obligations in connection with self-insurance
or similar requirements in the ordinary course of business; and

(13) the incurrence by the Company or any Guarantor of additional
Indebtedness (including any refinancings thereof) in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, not to
exceed $25.0 million.

For purposes of determining compliance with this "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (13) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company will be permitted to classify such item of Indebtedness on the date of
its incurrence in any manner that complies with this covenant.

No Senior Subordinated Debt

The Company will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Subsidiary Guarantee.

Liens

The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness, Attributable Debt
or trade payables (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless:

(a) in the case of Liens securing Indebtedness, Attributable Debt
or trade payables (other than Permitted Liens) that are expressly
subordinated in right of payment to the Notes, the Notes are

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secured on a senior basis to the obligations so secured until such time
as such obligations are no longer secured by a Lien; and

(b) in all other cases, all payments due under the Indenture and
the Notes are secured on an equal and ratable basis with the obligations
so secured until such time as such obligations are no longer secured by
a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock
to the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay
any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

(1) Existing Indebtedness and Indebtedness under the Credit
Agreements, in each case as in effect on the date of the Indenture, and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are not materially more
restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in such Existing Indebtedness and
Indebtedness under Credit Agreements, as in effect on the date of the
Indenture;

(2) the Indenture, the Notes and the Subsidiary Guarantees;

(3) applicable law;

(4) (A) any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of acquisition), which
encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of the Indenture
to be incurred, and (B) in the case of any such instruments of a Guarantor,
any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings thereof, provided
that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in such instrument at the time of
acquisition;

(5) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;

(6) Capital Lease Obligations, mortgage financings or purchase money
obligations of a Guarantor permitted to be incurred under the Indenture
that impose restrictions of the nature described in clause (3) of the
preceding paragraph on the property acquired, constructed or improved
through such Capital Lease Obligations, mortgage financing or purchase
money obligations;

(7) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition;

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(8) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than
those contained in the agreements governing the Indebtedness being
refinanced;

(9) Liens securing Indebtedness that limit the right of the debtor to
dispose of the assets subject to such Lien; and

(10) mortgage financings of the Company or a Guarantor not otherwise
covered in clauses (1) through (9) above and permitted to be incurred under
the Indenture so long as (A) such encumbrances and restrictions (x) apply
only in the event of a payment default or a default with respect to a
financial covenant contained in such financings or (y) arise in connection
with the creation of reserves for furniture, fixture and equipment, taxes,
insurance, interest, and for capital repair and replacement or similar
reserves, (B) the encumbrances and restrictions are not materially more
disadvantageous to the Holders of the Notes than is customary in comparable
financings and (C) the Company determines that (absent any payment default
or a default with respect to a financial covenant contained in such
financings) any such encumbrances or restrictions will not materially
affect the Company's ability to make interest and principal payments on the
Notes.

Merger, Consolidation or Sale of Assets

Neither the Company nor any Restricted Subsidiary may, directly or
indirectly: (1) consolidate or merge with or into another Person (whether or not
the Company or such Restricted Subsidiary is the surviving corporation); or (2)
sell, assign, transfer, convey, lease or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

(1) either: (a) the Company or such Restricted Subsidiary, as the case
may be, is the surviving corporation; or (b) the Person formed by or
surviving any such consolidation or merger (if other than the Company or
such Restricted Subsidiary) or to which such sale, assignment, transfer,
conveyance, lease or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger
(if other than the Company or such Restricted Subsidiary) or the Person to
which such sale, assignment, transfer, conveyance, lease or other
disposition shall have been made assumes all the obligations of the Company
or such Restricted Subsidiary (if such Restricted Subsidiary is a
Guarantor), as the case may be, under the Notes, the Indenture and the
Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default
exists; and

(4) if such transaction involves the Company, the Company or the
Person formed by or surviving any such consolidation or merger (if other
than the Company), or to which such sale, assignment, transfer, conveyance,
lease or other disposition shall have been made will, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
the first paragraph of the covenant described above under the caption
"--Incurrence of Indebtedness and Issuance of Preferred Stock."

Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance, lease or other disposition of all or substantially all of the
properties and assets of the Company or any Restricted Subsidiary in accordance
with the immediately preceding paragraphs, the successor Person formed by such
consolidation or into which the Company or such Restricted Subsidiary, as the
case may be, is merged or the successor Person to which such sale, assignment,
transfer, conveyance, lease or disposition is made shall succeed to, and may
exercise every right and power of, the Company or such Restricted Subsidiary, as
the case may be, under the Indenture and/or the Guarantees, as the case may be,
with the same effect as if such successor had been
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named as the Company or such Restricted Subsidiary, as the case may be, therein
and/or in the Guarantees, as the case may be. When a successor assumes all the
obligations of its predecessor under the Indenture, the Notes or a Guarantee, as
the case may be, the predecessor shall be released from those obligations;
provided that in the case of a transfer by lease, the predecessor shall not be
released from its obligations under the Indenture.

This "Merger, Consolidation or Sale of Assets" covenant will not apply to a
sale, assignment, transfer, conveyance, lease or other disposition of assets
between or among the Company and any of its Restricted Subsidiaries.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

(1) such Affiliate Transaction is on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that would
have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$1.0 million, an Officers' Certificate certifying that such Affiliate
Transaction complies with this covenant; provided that such Officers'
Certificate shall not be required with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $1.0 million and less than $5.0
million where such Transaction or Transactions are incurred in the
ordinary course of business of the Company or such Restricted
Subsidiary;

(b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction
complies with this covenant and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of
Directors; and

(c) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$15.0 million, an opinion as to the fairness to the Company or such
Restricted Subsidiary of such Affiliate Transaction from a financial
point of view issued by an accounting, appraisal or investment banking
firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and consistent
with the past practice of the Company or such Restricted Subsidiary;

(2) transactions between or among the Company and/or its Restricted
Subsidiaries;

(3) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company;

(4) sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company;

(5) Restricted Payments that are permitted by the provisions of the
Indenture described above under the caption "-- Restricted Payments"; and

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(6) any written agreement in existence on the date of the Indenture
between the Company and any Affiliate, and amendments from time to time
thereto, provided that any such amendment is not less favorable in any
material respect to the Company than the terms of such agreement as in
effect on the date of the Indenture.

Additional Subsidiary Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of the Indenture, then that newly
acquired or created Domestic Subsidiary must become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel to the Trustee.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary so designated will be deemed to be a
Restricted Investment made as of the time of such designation and that
designation will only be permitted if such Investment would be permitted at that
time and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under the covenant described under the caption
"-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred
Stock," calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event
of Default would be in existence following such designation.

Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

(1) the Company or that Restricted Subsidiary, as applicable, could
have incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction under the Fixed Charge
Coverage Ratio test in the first paragraph of the covenant described above
under the caption "-- Incurrence of Indebtedness and Issuance of Preferred
Stock;"

(2) the gross cash proceeds of that sale and leaseback transaction are
at least equal to the fair market value, as determined in good faith by the
Board of Directors and set forth in an Officers' Certificate delivered to
the Trustee, of the property that is the subject of that sale and leaseback
transaction; and

(3) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, the covenant described above under the caption
"-- Repurchase at the Option of Holders -- Asset Sales."

Limitation on Sale or Issuance of Capital Stock of Restricted Subsidiaries

The Company will not sell any shares of Capital Stock of a Restricted
Subsidiary, and will not permit any Restricted Subsidiary, directly or
indirectly, to issue or sell any shares of its Capital Stock except: (i) to the
Company or a Wholly Owned Restricted Subsidiary or (ii) (A) in compliance with
the covenant described under "Repurchase at the Option of Holders -- Asset
Sales" if, immediately after giving effect to such issuance or sale, such
Restricted Subsidiary would continue to be a Restricted Subsidiary or (B) if,
immediately after giving effect to such issuance or sale, such Restricted
Subsidiary would no longer be a Restricted Subsidiary and the Investment of the
Company in such Person after giving effect to such issuance

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or sale would have been permitted to be made under the covenant described under
"-- Restricted Payments" as if made on the date of such issuance or sale.
Notwithstanding the foregoing, (i) the Company may sell all, but not less than
all, of the Capital Stock of a Subsidiary as long as the Company is in
compliance with the terms of the covenant described under "-- Repurchase at the
Option of Holders -- Asset Sales" and (ii) the Company and its Restricted
Subsidiaries may issue directors' qualifying shares or shares issued to be held
by foreign nationals (in each case to the extent mandated by applicable law).

The Company will not sell any shares of preferred stock of any Restricted
Subsidiary and will not permit any Restricted Subsidiary, directly or
indirectly, to issue or sell any shares of its preferred stock to any Person
(other than to the Company or a Wholly Owned Restricted Subsidiary).

Limitations on Issuances of Guarantees of Indebtedness

The Company will not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Company unless such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture providing for the Guarantee of
the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be
senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure
such other Indebtedness unless such other Indebtedness is Senior Debt, in which
case the Guarantee of the Notes may be subordinated to the Guarantee of such
Senior Debt to the same extent as the Notes are subordinated to such Senior
Debt.

Notwithstanding the preceding paragraph, any Subsidiary Guarantee of the
Notes will provide by its terms that it will be automatically and
unconditionally released and discharged under the circumstances described above
under the caption "-- Subsidiary Guarantees."

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

Payments for Consent

The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

REPORTS

Whether or not required by the Commission, so long as any Notes are
outstanding, the Company will furnish to the Trustee and the Holders of Notes,
within the time periods specified in the Commission's rules and regulations:

(1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and
10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report on
the annual financial statements by the Company's certified independent
accountants; and

(2) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports.

In addition, whether or not required by the Commission, the Company will
file a copy of all of the information and reports referred to in clauses (1) and
(2) above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations (unless the Commission will
not

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accept such a filing) and make such information available to securities analysts
and prospective investors upon request. In addition, the Company and the
Subsidiary Guarantors have agreed that, for so long as any Notes remain
outstanding, they will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraphs shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations," of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

EVENTS OF DEFAULT AND REMEDIES

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes whether or not prohibited by
the subordination provisions of the Indenture;

(2) default in payment when due of the principal of, or premium, if
any, on the Notes, whether or not prohibited by the subordination
provisions of the Indenture;

(3) failure by the Company or any of its Restricted Subsidiaries to
comply with the provisions described under the captions "-- Repurchase at
the Option of Holders -- Change of Control," "-- Repurchase at the Option
of Holders -- Asset Sales," "-- Certain Covenants -- Restricted Payments,"
"-- Certain Covenants -- Incurrence of Indebtedness and Issuance of
Preferred Stock" or "-- Certain Covenants -- Merger, Consolidation or Sale
of Assets";

(4) failure by the Company or any of its Restricted Subsidiaries to
comply with any of the other agreements in the Indenture for 60 days after
notice shall have been given to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in aggregate
principal amount of the Notes then outstanding;

(5) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any
of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or
premium, if any, on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default
(a "Payment Default"); or

(b) results in the acceleration of such Indebtedness prior to its
express maturity,

and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under
which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $20.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to
pay final judgments aggregating in excess of $20.0 million, which judgments
are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any Guarantor,
or any Person acting on behalf of any Guarantor, shall deny or disaffirm
its obligations under its Subsidiary Guarantee; and

(8) certain events of bankruptcy or insolvency with respect to the
Company or any Restricted Subsidiary that constitutes a Significant
Subsidiary.

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In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company or any Restricted
Subsidiary that constitutes a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately, provided that so long as any
Designated Senior Debt shall be outstanding, if any such other Event of Default
shall have occurred and be continuing, any such acceleration shall not be
effective until the earlier to occur of (x) five business days following
delivery by the Trustee or the Company of a written notice of such acceleration
of the Notes to each representative under Designated Senior Debt and (y) the
acceleration of any Indebtedness under any Designated Senior Debt.

Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages on, or the principal of, the Notes.

In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the optional
redemption provisions of the Indenture, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs during any time that
the Notes are outstanding, by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes, then the premium specified in the
Indenture shall also become immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.

The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture. Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or the Guarantors under the Notes, the Indenture, the Subsidiary
Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes and all obligations
of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal
Defeasance") except for:

(1) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, or interest or premium and Liquidated Damages,
if any, on such Notes when such payments are due from the trust referred to
below;

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(2) the Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
or stolen Notes and the maintenance of an office or agency for payment and
money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee,
and the Company's and the Guarantors' obligations in connection therewith;
and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company and the Guarantors released with respect to
certain covenants that are described in the Indenture ("Covenant Defeasance")
and thereafter any omission to comply with those covenants shall not constitute
a Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "Events of
Default" will no longer constitute an Event of Default with respect to the
Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, or
interest and premium and Liquidated Damages, if any, on the outstanding
Notes on the stated maturity or on the applicable redemption date, as the
case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (b) since the date
of the Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be
continuing either: (a) on the date of such deposit; or (b) or insofar as
Events of Default from bankruptcy or insolvency events are concerned, at
any time in the period ending on the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material
agreement or instrument to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must have delivered to the Trustee an Opinion of
Counsel to the effect that, assuming no intervening bankruptcy of the
Company or any Guarantor between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an "insider" of the
Company under applicable bankruptcy law, after the 91st day following the
deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

(7) the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes over the other creditors of

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the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and

(8) the Company must deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.

AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided in the next three succeeding paragraphs, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note
or alter the provisions, or waive any payment, with respect to the
redemption of the Notes;

(3) reduce the rate of or change the time for payment of interest on
any Note;

(4) waive a Default or Event of Default in the payment of principal
of, or interest or premium, or Liquidated Damages, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at
least a majority in aggregate principal amount of the Notes and a waiver of
the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the
Notes;

(6) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium or Liquidated Damages, if
any, on the Notes;

(7) release any Guarantor from any of its obligations under its
Subsidiary Guarantee or the Indenture, except in accordance with the terms
of the Indenture; or

(8) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the
Indenture relating to subordination that adversely affects the rights of the
Holders of the Notes will require the consent of the Holders of at least 75% in
aggregate principal amount of Notes then outstanding. In addition, any amendment
to, or waiver of, such subordination provisions may require the consent of the
holders of Senior Debt.

Notwithstanding the preceding, without the consent of any Holder of Notes,
the Company, the Guarantors and the Trustee may amend or supplement the
Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

(3) to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of Notes in the case of a merger or consolidation or
sale of all or substantially all of the Company's or such Guarantor's
assets;

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(4) to make any change that would provide any additional rights or
benefits to the Holders of Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder; or

(5) to comply with requirements of the Commission in order to effect
or maintain the qualification of the Indenture under the Trust Indenture
Act.

SATISFACTION AND DISCHARGE

The Indenture will be discharged and will cease to be of further effect as
to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust and thereafter
repaid to the Company) have been delivered to the Trustee for
cancellation; or

(b) all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the making of a
notice of redemption or otherwise or will become due and payable within
one year and the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust solely
for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will
be sufficient without consideration of any reinvestment of interest, to
pay and discharge the entire indebtedness on the Notes not delivered to
the Trustee for cancellation for principal, premium and Liquidated
Damages, if any, and accrued interest to the date of maturity or
redemption;

(2) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or
any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all
sums payable by it under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee
under the Indenture to apply the deposited money toward the payment of the
Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

CONCERNING THE TRUSTEE

If the Trustee becomes a creditor of the Company or any Guarantor, the
Indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security or
otherwise. The Trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur and be continuing, the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

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ADDITIONAL INFORMATION

Anyone who receives this Prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Florida Panthers
Holdings, Inc., 450 East Las Olas Boulevard, Suite 1400, Fort Lauderdale,
Florida 33301, Attention: William M. Pierce.

BOOK-ENTRY, DELIVERY AND FORM

The Notes are being offered and sold to qualified institutional buyers in
reliance on Rule 144A. Except as set forth below, Notes will be issued in
registered, global form in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. Notes will be issued at the closing of
the Private Debt Offering only against payment in immediately available funds.

The Notes initially will be represented by one or more Notes in registered,
global form without interest coupons (collectively, the "Global Notes"). The
Global Notes will be deposited upon issuance with the Trustee as custodian for
The Depository Trust Company ("DTC"), in New York, New York, and registered in
the name of DTC or its nominee, in each case for credit to an account of a
direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for Notes
in certificated form except in the limited circumstances described below. See
"--Exchange of Global Notes for Certificated Notes." Except in the limited
circumstances described below, owners of beneficial interests in the Global
Notes will not be entitled to receive physical delivery of Notes in certificated
form.

The Notes (including beneficial interests in the Global Notes) will be
subject to certain restrictions on transfer and will bear a restrictive legend
as described under "Notice to Investors." In addition, transfers of beneficial
interests in the Global Notes will be subject to the applicable rules and
procedures of DTC and its direct or indirect participants, which may change from
time to time.

DEPOSITORY PROCEDURES

The following description of the operations and procedures of DTC are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC and are subject to changes by them. The Company
takes no responsibility for these operations and procedures and urges investors
to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company
created to hold securities for its participating organizations (collectively,
the "Participants") and to facilitate the clearance and settlement of
transactions in those securities between Participants through electronic
book-entry changes in accounts of its Participants. The Participants include
securities brokers and dealers (including the Initial Purchasers), banks, trust
companies, clearing corporations and certain other organizations. Access to
DTC's system is also available to other entities such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the Indirect
Participants. The ownership interests in, and transfers of ownership interests
in, each security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established
by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of
Participants designated by the Initial Purchasers with portions of the
principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on,
and the transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect to the Participants) or by

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the Participants and the Indirect Participants (with respect to other
owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants in DTC's system may hold
their interests therein directly through DTC. Investors in the Global Notes who
are not Participants may hold their interests therein indirectly through
organizations which are Participants in such system. All interests in a Global
Note may be subject to the procedures and requirements of DTC. Those interests
held through a Participant may also be subject to the procedures and
requirements of such Participant. The laws of some states require that certain
Persons take physical delivery in definitive form of securities that they own.
Consequently, the ability to transfer beneficial interests in a Global Note to
such Persons will be limited to that extent. Because DTC can act only on behalf
of Participants, which in turn act on behalf of Indirect Participants, the
ability of a Person having beneficial interests in a Global Note to pledge such
interests to Persons that do not participate in the DTC system, or otherwise
take actions in respect of such interests, may be affected by the lack of a
physical certificate evidencing such interests.

EXCEPT AS DESCRIBED BELOW, OWNERS OF INTEREST IN THE GLOBAL NOTES WILL NOT
HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF
NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR
"HOLDERS" THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.

Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered Holder
under the Indenture. Under the terms of the Indenture, the Company and the
Trustee will treat the Persons in whose names the Notes, including the Global
Notes, are registered as the owners thereof for the purpose of receiving
payments and for all other purposes. Consequently, neither the Company, the
Trustee nor any agent of the Company or the Trustee has or will have any
responsibility or liability for:

(1) any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of beneficial
ownership interest in the Global Notes or for maintaining, supervising or
reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the
Global Notes; or

(2) any other matter relating to the actions and practices of DTC or
any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any
payment in respect of securities such as the Notes (including principal and
interest), is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not receive
payment on such payment date. Each relevant Participant is credited with an
amount proportionate to its beneficial ownership of an interest in the principal
amount of the relevant security as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial owners of Notes
will be governed by standing instructions and customary practices and will be
the responsibility of the Participants or the Indirect Participants and will not
be the responsibility of DTC, the Trustee or the Company. Neither the Company
nor the Trustee will be liable for any delay by DTC or any of its Participants
in identifying the beneficial owners of the Notes, and the Company and the
Trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under "Notice to Investors,"
transfers between Participants in DTC will be effected in accordance with DTC's
procedures, and will be settled in same-day funds.

DTC has advised the Company that it will take any action permitted to be
taken by a Holder of Notes only at the direction of one or more Participants to
whose account DTC has credited the interests in the Global Notes and only in
respect of such portion of the aggregate principal amount of the Notes as to
which such Participant or Participants has or have given such direction.
However, if there is an Event of Default under the Notes, DTC reserves the right
to exchange the Global Notes for legended Notes in certificated form, and to
distribute such Notes to its Participants.

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Although DTC has agreed to the foregoing procedures to facilitate transfers
of interests in the Global Notes among participants in DTC, it is under no
obligation to perform or to continue to perform such procedures, and may
discontinue such procedures at any time. Neither the Company nor the Trustee nor
any of their respective agents will have any responsibility for the performance
by DTC or its participants or indirect participants of its obligations under the
rules and procedures governing its operations.

EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES

A Global Note is exchangeable for definitive Notes in registered
certificated form ("Certificated Notes") if:

(1) DTC (a) notifies the Company that it is unwilling or unable to
continue as depositary for the Global Notes and the Company fails to
appoint a successor depositary or (b) has ceased to be a clearing agency
registered under the Exchange Act;

(2) the Company, at its option, notifies the Trustee in writing that
it elects to cause the issuance of the Certificated Notes; or

(3) there shall have occurred and be continuing a Default or Event of
Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the Trustee by or on
behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes
delivered in exchange for any Global Note or beneficial interests in Global
Notes will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the depositary (in accordance with its customary
procedures) and will bear the restrictive legend referred to in "Notice to
Investors," unless that legend is not required by applicable law.

EXCHANGE OF CERTIFICATED NOTES FOR GLOBAL NOTES

Certificated Notes may not be exchanged for beneficial interests in any
Global Note unless the transferor first delivers to the Trustee a written
certificate (in the form provided in the Indenture) to the effect that such
transfer will comply with the appropriate transfer restrictions applicable to
such Notes. See "Notice to Investors."

SAME DAY SETTLEMENT AND PAYMENT

The Company will make payments in respect of the Notes represented by the
Global Notes (including principal, premium, if any, interest and Liquidated
Damages, if any) by wire transfer of immediately available funds to the accounts
specified by the Global Note Holder. The Company will make all payments of
principal, interest and premium and Liquidated Damages, if any, with respect to
Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the Holders thereof or, if no such account is specified,
by mailing a check to each such Holder's registered address. The Notes
represented by the Global Notes have been designated eligible to trade in the
PORTAL Market and to trade in DTC's Same-Day Funds Settlement System, and any
permitted secondary market trading activity in such Notes will, therefore, be
required by DTC to be settled in immediately available funds. The Company
expects that secondary trading in any Certificated Notes will also be settled in
immediately available funds.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in
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connection with, or in contemplation of, such other Person merging with or
into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of Voting Stock of a
Person with the power to vote 10% or more of the total votes entitled to be cast
on any matter submitted to a vote of the shareholders of such Person shall be
deemed to be control. For purposes of this definition, the terms "controlling,"
"controlled by" and "under common control with" shall have correlative meanings.

"Asset Sale" means:

(a)(1) the sale, lease, conveyance or other disposition of any assets
or rights; provided that the sale, conveyance or other disposition of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "-- Repurchase at the Option of
Holders -- Change of Control" and/or the provisions described above under
the caption "-- Certain Covenants -- Merger, Consolidation or Sale of
Assets" and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests by any of the Company's
Restricted Subsidiaries or the sale of Equity Interests in any of its
Subsidiaries.

(b) Notwithstanding the preceding, the following items shall not be
deemed to be Asset Sales:

(1) any single transaction or series of related transactions that
involves assets having a fair market value of less than $1.0 million;

(2) a transfer of assets between or among the Company and its
Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary;

(4) the sale or lease of equipment, inventory, accounts receivable or
other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) any exchange of like property pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, for use in a Permitted Business;
and

(7) a Restricted Payment or Permitted Investment that is permitted by
the covenant described above under the caption "-- Certain
Covenants -- Restricted Payments."

(c) The sale of Florida Panthers Hockey Club, Ltd. (the "Club") or the
assets owned by the Club, including the National Hockey League franchise
for the team known as the Florida Panthers (the "Hockey Assets"):

(i) resulting from the exercise of rights and remedies pursuant to
the Amended and Restated Credit Agreement dated as of December 1, 1997
among The Chase Manhattan Bank, The Chase Manhattan Bank, as
Administrative Agent, and the Club (the "Hockey Club Loan"), or any
credit agreement evidencing any refinancing of such facility secured by
the Club or the Hockey Assets; and

(ii) in accordance with that certain letter agreement dated
December 15, 1997 by and among the Club, the National Hockey League, The
Chase Manhattan Bank, among others (or any similar letter agreement
acknowledging National Hockey League rights of consent in respect of any
sale of the Club or the Hockey Assets entered into in connection with
any refinancing of the Hockey Club Loan),
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shall be an Asset Sale that is required to comply with the provisions
described under the caption "-- Repurchase at the Option of the
Holders--Asset Sales", but shall be deemed to satisfy clauses (1), (2) and
(3) of the first paragraph thereunder if such sale is approved or is
otherwise not objected to by the National Hockey League.

"Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

"Board of Directors" means:

(1) with respect to a corporation, the board of directors of the
corporation;

(2) with respect to a partnership, the Board of Directors of the
general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such
Person serving a similar function.

"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

(3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

"Cash Equivalents" means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in
support thereof) having maturities of less than one year from the date of
acquisition;

(3) certificates of deposit and eurodollar time deposits with
maturities of less than one year from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital
and surplus in excess of $500.0 million;

(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;

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(5) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Rating Services and in each
case maturing within nine months after the date of acquisition; and

(6) money market funds which invest substantially all of their assets
in securities which constitute Cash Equivalents of the kinds described in
clauses (1) through (5) of this definition.

"Change of Control" means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries, taken
as a whole, to any "person" (as that term is used in Section 13(d)(3) of
the Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution
of the Company;

(3) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) other than the Principal and his Related
Parties, becomes the Beneficial Owner, directly or indirectly, of Voting
Stock of the Company with the power to vote 50% or more of the total votes
entitled to be cast on any matter submitted to a vote of shareholders;

(4) during any consecutive two year period, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election to such Board of Directors,
or whose nomination for election by the stockholders of the Company, was
approved by a vote of a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company then in
office; or

(5) the Company consolidates with, or merges with or into, any Person,
or any Person consolidates with, or merges with or into, the Company, in
any such event pursuant to a transaction in which any of the outstanding
Voting Stock of the Company or such other Person is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company outstanding immediately
prior to such transaction is converted into or exchanged for Voting Stock
(other than Disqualified Stock) of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person (immediately after giving effect to
such issuance) and no Person other than the Principal and his Related
Parties, becomes the Beneficial Owner, directly or indirectly, of Voting
Stock of such Person with the power to vote 50% or more of the total votes
entitled to be cast on any matter submitted to a vote of shareholders.

"Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period:

(1) plus provision for taxes based on income or profits of such Person
and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income;

(2) plus consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net of the effect
of all payments made or received pursuant to Hedging Obligations or
Currency Agreements, but excluding imputed interest relating to payments
described in clause (ii) of the definition of Permitted Seller Note
Payments), to the extent that any such expense was deducted in computing
such Consolidated Net Income;
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(3) plus depreciation, amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash expenses
(excluding any such non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of
such Person and its Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income;

(4) plus the increase or minus the decrease in the amount of deferred
Premier Club membership fees reflected as a component of deferred revenue
on the consolidated balance sheets of the Company at the beginning and end
of such period plus the decrease or minus the increase in Premier Club
notes receivable reflected on such consolidated balance sheets (without
taking into account any write-offs related to such amounts) less all
expenses during such period in connection with such Premier Club operations
(which were not otherwise included in computing Consolidated Net Income for
such period);

(5) minus non-cash items increasing such Consolidated Net Income for
such period, other than the accrual of revenue in the ordinary course of
business, in each case, on a consolidated basis and determined in
accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Restricted Subsidiary of the Company shall be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Company only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividend to the Company by such Restricted Subsidiary without prior governmental
approval (that has not been obtained), and without direct or indirect
restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

"Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends
or distributions paid in cash to the specified Person or a Wholly Owned
Restricted Subsidiary thereof;

(2) the Net Income of any Restricted Subsidiary shall be excluded to
the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of an amount equal to such Net
Income would not have been permitted on or prior to the date of
determination without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or
its stockholders;

(3) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded; and

(4) the cumulative effect of a change in accounting principles shall
be excluded.

"Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of the
Indenture; or

(2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.

"Credit Agreements" means the New Credit Facility, and the Amended and
Restated Credit Agreement among The Chase Manhattan Bank, The Chase Manhattan
Bank, as Administrative Agent, and Florida Panthers Hockey Club, Ltd. dated as
of December 1, 1997, in each case, including any related notes,

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guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case, as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

"Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreements) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
lines-of-credit, term loans, receivables financing (including through the sale
of receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case,
as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time.

"Currency Agreements" means any spot or forward foreign exchange agreements
and currency swap, currency option or other similar financial agreements or
arrangements entered into by the Company or any of its Restricted Subsidiaries
in the ordinary course of business and designed to protect against or manage
exposure to fluctuations in foreign currency exchange rates.

"Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with the covenant
described above under the caption "-- Certain Covenants -- Restricted Payments."

"Domestic Subsidiary" means any Restricted Subsidiary that was formed under
the laws of the United States or any state thereof or the District of Columbia
or that guarantees or otherwise provides direct credit support for any
Indebtedness of the Company.

"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"Existing Credit Agreements" means the New Credit Facility, the Amended and
Restated Credit Agreement among The Chase Manhattan Bank, The Chase Manhattan
Bank, as Administrative Agent, and Florida Panthers Hockey Club, Ltd. dated as
of December 1, 1997, the Amended and Restated Loan Agreement among Panthers BRHC
Limited, The Bank of Nova Scotia, New York agency, individually and as
Administrative Agent for itself and the lenders, and the lenders signatory
thereto, dated as of June 25, 1997, and the Deed of Trust, Security Agreement,
Assignment of Rents and Revenues and Fixture Filing dated as of June 4, 1996, as
amended, by Biltmore Hotel Partners, L.L.L.P., an Arizona limited liability
limited partnership (formerly Biltmore Hotel Partners, an Arizona general
partnership), as Trustor, in favor of First American Title Insurance Company, a
California corporation, as Trustee, and American General Life Insurance Company,
a Texas corporation, The Variable Annuity Life Insurance Company, a Texas
corporation, the Franklin Life Insurance Company, an Illinois corporation, and
American General Life and Accident Insurance Company, a Tennessee corporation,
collectively, as Beneficiary, in each case, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and, in each case, as amended or modified from time to
time.

"Existing Indebtedness" means up to $564.3 million in aggregate principal
amount of Indebtedness of the Company and its Subsidiaries in existence on the
date of the Indenture, until such amounts are repaid, excluding any revolving
credit Indebtedness and letters of credit outstanding on the date of the
Indenture under any of the Credit Agreements.

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"Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its
Subsidiaries for such period, whether paid or accrued, including, without
limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings,
and net of the effect of all payments made or received pursuant to Hedging
Obligations and Currency Agreements, but excluding imputed interest
relating to payments described in clause (ii) of the definition of
Permitted Seller Note Payments; plus

(2) the consolidated interest of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries,
whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and
whether or not in cash, on any series of preferred stock of such Person or
any of its Restricted Subsidiaries, other than dividends on Equity
Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.

"Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase or redemption of Indebtedness, or such issuance,
repurchase or redemption of preferred stock, and the use of the proceeds
therefrom as if the same had occurred at the beginning of the applicable
four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of
its Restricted Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to
the Calculation Date shall be given pro forma effect as if they had
occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period shall be calculated on a
pro forma basis in accordance with Regulation S-X under the Securities Act,
but without giving effect to clause (3) of the proviso set forth in the
definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, shall be excluded;
and

(3) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, shall be excluded, but only to the extent
that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Subsidiaries following
the Calculation Date.

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"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

"Guarantee" means any guarantee of all or any part of any Indebtedness
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner, including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof.

"Guarantors" means each of:

(1) the Company's Subsidiaries existing on the date of the Indenture;
and

(2) any other subsidiary that executes a Subsidiary Guarantee in
accordance with the provisions of the Indenture;

and their respective successors and assigns.

"Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.

"Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of:

(1) borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

(3) banker's acceptances;

(4) representing Capital Lease Obligations;

(5) the balance deferred and unpaid of the bargained for consideration
or purchase price in respect of the acquisition of any property, except any
such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount; and

(2) the principal amount thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.

"Investment" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in
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the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary
of the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Restricted Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of the covenant described
above under the caption "-- Certain Covenants -- Restricted Payments." The
acquisition by the Company or any Restricted Subsidiary of the Company of a
Person that holds an Investment in a third Person shall be deemed to be an
Investment by the Company or such Restricted Subsidiary in such third Person in
an amount equal to the fair market value of the Investment held by the acquired
Person in such third Person in an amount determined as provided in the final
paragraph of the covenant described above under the caption "-- Certain
Covenants -- Restricted Payments."

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with: (a) any
Asset Sale; or (b) the disposition of any securities by such Person or any
of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related
provision for taxes on such extraordinary gain (but not loss).

"Net Proceeds" means the aggregate cash proceeds (including Cash
Equivalents) received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any cash received upon
the sale or other disposition of any non-cash consideration received in any
Asset Sale), net of the direct costs relating to such Asset Sale, including,
without limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result thereof, taxes
paid or payable as a result thereof, in each case, after taking into account any
available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets that were the subject of such Asset Sale and any
reserve against indemnification obligations or for adjustment in respect of the
sale price of such asset or assets established in accordance with GAAP.

"New Credit Facility" means the Credit Agreement, to be dated as of April
21, 1999, by and among the Florida Panthers Hotel Corporation, a wholly-owned
subsidiary of the Company, Bear, Stearns & Co. Inc., as syndication agent, and
Bankers Trust Company, as administrative agent, providing for up to $146.0
million of revolving credit borrowings, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as in effect on the date of the Indenture.

"Non-Recourse Debt" means Indebtedness:

(1) as to which neither the Company nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness),
(b) is directly or indirectly liable as a guarantor or otherwise, or (c)
constitutes the lender;

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(2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of
any other Indebtedness (other than the Notes) of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its stated
maturity; and

(3) as to which the lenders have been notified in writing that they
will not have any recourse to the stock or assets of the Company or any of
its Restricted Subsidiaries.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

"Permitted Business" means any business engaged primarily in the leisure,
recreation, sports and entertainment industries and any related, ancillary or
complementary business.

"Permitted Investment" means:

(1) any Investment in the Company or in a Restricted Subsidiary of the
Company that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company and
a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company
that is a Guarantor;

(4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in
compliance with the covenant described above under the caption
"-- Repurchase at the Option of Holders -- Asset Sales";

(5) any acquisition of assets solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company;

(6) Hedging Obligations;

(7) loans or advances to employees of the Company in the ordinary
course of business in aggregate amount outstanding at any one time not to
exceed $2.0 million; and

(8) other Investments in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (8) since the date of the
Indenture, not to exceed $20.0 million.

"Permitted Liens" means:

(1) Liens, including floating liens, on the assets of the Company and
any Guarantor securing Senior Debt that was permitted by the terms of the
Indenture to be incurred;

(2) Liens in favor of the Company or any Restricted Subsidiary;

(3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company; provided that such Liens were in existence prior
to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with
the Company or the Restricted Subsidiary;

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(4) Liens on property existing at the time of acquisition thereof by
the Company or any Restricted Subsidiary of the Company, provided that such
Liens were in existence prior to the contemplation of such acquisition and
do not extend to any property other than the property so acquired by the
Company or the Restricted Subsidiary;

(5) Liens existing on the date of the Indenture; and

(6) Liens incurred in the ordinary course of business of the Company
or any Restricted Subsidiary of the Company with respect to obligations
that do not exceed $5.0 million at any one time outstanding.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest thereon
and the amount of all expenses and premiums incurred in connection
therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of,
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Notes, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the
Notes on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred by (whether as borrower or
guarantor) the Person or Persons which is or are the obligor or obligors on
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

"Permitted Seller Note Payments" means: (i) any (x) purchase or redemption
of, or (y) the payment of any preference amount to any holder (all former owners
of the Arizona Biltmore Hotel) of, the 500,000 Class A Units (representing
limited partnership interests) issued under the Limited Partnership Agreement,
as in effect on the date of the Indenture, of Biltmore Hotel Partners, L.L.L.P.,
an Arizona limited liability limited partnership ("BHP Limited Partnership
Agreement") which owns the Arizona Biltmore Hotel and which was organized in
connection with the acquisition of such hotel; provided that the aggregate
amount paid under clause (i)(x) shall not exceed $500,000 and the aggregate
amount paid under clause (i)(y) shall not exceed $12,500 per year; (ii) any
purchase or redemption (for an aggregate amount not to exceed $33,333,333) of
the 33,333,333 Class E Units (or any Class C Units for which such Class E Units
may be converted) issued under the BHP Limited Partnership Agreement and held by
the former owners of the Arizona Biltmore Hotel as part of the consideration
paid in connection with the acquisition of the Arizona Biltmore Hotel, which
purchase or redemption shall be in accordance with the terms of the BHP Limited
Partnership Agreement and the Class E Unit or Class C Unit Exchange Agreements
each dated March 2, 1998; and (iii) any payment of fees (not to exceed
$3,000,000) on or prior to June 30, 2001 under Section 5.10(b) of the BHP
Limited Partnership Agreement, if such fees are deemed a distribution upon a
partnership interest and not a fee.

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

"Principal" means H. Wayne Huizenga.

"Public Equity Offering" means an offer and sale of common stock (which is
not Disqualified Stock) of the Company made on a primary basis by the Company to
any Person other than a Subsidiary of the Company

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pursuant to a registration statement that has been declared effective by the
Commission pursuant to the Securities Act (other than a registration statement
on Form S-8 or otherwise relating to equity securities issuable under any
employee benefit plan of the Company).

"Qualified Equity Offering" means:

(1) any Public Equity Offering; or

(2) an offering of Capital Stock (which is not Disqualified Stock) of
the Company to any Person other than a Subsidiary of the Company with gross
proceeds to the Company in excess of $20.0 million.

"Related Party" means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of the Principal; or

(2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially
holding an 80% or more controlling interest of which, consist of any one or
more of the Principal and/or such other Persons referred to in the
immediately preceding clause (1).

"Restricted Investment" means an Investment other than a Permitted
Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof, provided that the references to "10 percent" in such definition shall be
deemed to be "two percent".

"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"Subsidiary" means, with respect to any specified Person:

(1) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or
(b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

"Subsidiary Guarantee" means a Guarantee of the Notes by a Guarantor.

"Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution and otherwise complies with the covenant "Designation of
Restricted and Unrestricted Subsidiaries," but only to the extent that such
Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company;

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(3) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve
such Person's financial condition or to cause such Person to achieve any
specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under the
caption "-- Certain Covenants -- Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant described under the caption "-- Certain
Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock," the
Company shall be in default of such covenant.

"Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such
payment; by

(2) the then outstanding principal amount of such Indebtedness.

"Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

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REGISTRATION RIGHTS; LIQUIDATED DAMAGES

The following description is a summary of the material provisions of the
Registration Rights Agreement. It does not restate that agreement in its
entirety. We urge you to read the proposed form of Registration Rights Agreement
in its entirety because it, and not this description, defines your registration
rights as Holders of these Notes.

The Company, the Guarantors and the Initial Purchasers entered into the
Registration Rights Agreement at the closing of the Private Debt Offering.
Pursuant to the Registration Rights Agreement, the Company and the Guarantors
agreed to file with the Commission the Registration Statement of which this
Prospectus forms a part (the "Exchange Offer Registration Statement"). Upon the
effectiveness of the Exchange Offer Registration Statement, the Company and the
Guarantors agreed to offer to the holders of Old Notes pursuant to the Exchange
Offer who are able to make certain representations the opportunity to exchange
their Old Notes for New Notes.

If:

(1) the Company and the Guarantors are not permitted to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable
law or Commission policy; or

(2) any holder of Old Notes notifies the Company prior to the 20th day
following consummation of the Exchange Offer that:

(a) it is prohibited by law or Commission policy from participating
in the Exchange Offer; or

(b) that it may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales; or

the Company and the Guarantors will file with the Commission a Shelf
Registration Statement to cover resales of the Old Notes by the holders thereof
who satisfy certain conditions relating to the provision of information in
connection with the Shelf Registration Statement.

The Company and the Guarantors agreed to use their best efforts to cause
the applicable registration statement to be declared effective as promptly as
possible by the Commission.

The Registration Rights Agreement provides that:

(1) the Company and the Guarantors would file the Exchange Offer
Registration Statement with the Commission on or prior to 60 days after the
closing of the Private Debt Offering;

(2) the Company and the Guarantors will use their best efforts to have
the Exchange Offer Registration Statement declared effective by the
Commission on or prior to 120 days after the closing of the Private Debt
Offering;

(3) unless the Exchange Offer would not be permitted by applicable law
or Commission policy, the Company and the Guarantors agreed to

(a) commence the Exchange Offer; and

(b) use their best efforts to issue on or prior to 30 business
days, or longer, if required by the federal securities laws, after the
date on which the Exchange Offer Registration Statement is declared
effective by the Commission, Exchange Notes in exchange for all Old
Notes tendered prior thereto in the Exchange Offer; and

(4) if obligated to file the Shelf Registration Statement, the Company
and the Guarantors will use their best efforts to file the Shelf
Registration Statement with the Commission on or prior to 30 days after

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132

such filing obligation arises and to cause the Shelf Registration to be
declared effective by the Commission on or prior to 90 days after such
obligation arises.

If:

(1) the Company and the Guarantors fail to file any of the
registration statements required by the Registration Rights Agreement on or
before the date specified for such filing; or

(2) any of such registration statements is not declared effective by
the Commission on or prior to the date specified for such effectiveness
(the "Effectiveness Target Date"); or

(3) the Company and the Guarantors fail to consummate the Exchange
Offer within 30 business days of the Effectiveness Target Date with respect
to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer
Registration Statement is declared effective but thereafter ceases to be
effective or usable in connection with exchanges or resales of Notes during
the periods specified in the Registration Rights Agreement (each such event
referred to in clauses (1) through (4) above, a "Registration Default"),

then the Company and the Guarantors will pay Liquidated Damages to each holder
of Notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to $.05 per week
per $1,000 principal amount of Notes held by such holder.

The amount of the Liquidated Damages will increase by an additional $.05
per week per $1,000 principal amount of Notes with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Liquidated Damages for all Registration Defaults of $.50 per week per
$1,000 principal amount of Notes.

All accrued Liquidated Damages will be paid by the Company and the
Guarantors on each Damages Payment Date to the Global Note Holder by wire
transfer of immediately available funds or by federal funds check and to holders
of Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.

Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

Holders of Notes will be required to make certain representations to the
Company (as described in the Registration Rights Agreement) in order to
participate in the Exchange Offer and will be required to deliver certain
information to be used in connection with the Shelf Registration Statement and
to provide comments on the Shelf Registration Statement within the time periods
set forth in the Registration Rights Agreement in order to have their Notes
included in the Shelf Registration Statement and benefit from the provisions
regarding Liquidated Damages set forth above. By acquiring Notes, a holder will
be deemed to have agreed to indemnify the Company and the Guarantors against
certain losses arising out of information furnished by such holder in writing
for inclusion in any Shelf Registration Statement. Holders of Notes will also be
required to suspend their use of the prospectus included in the Shelf
Registration Statement under certain circumstances upon receipt of written
notice to that effect from the Company.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of the New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes acquired
as a result of market-making activities or other trading activities. Any such
broker-dealer who intends to use this Prospectus in connection with the resale
of New Notes received in exchange for Old Notes pursuant to the Exchange Offer
must notify the Company, or cause the Company to be notified, on or prior to the
Expiration Date, that it is such a broker-dealer.

The Company will not receive any proceeds from the issuance of the New
Notes offered hereby or from any sale of New Notes by broker-dealers. New Notes
received by broker-dealers for their own account pursuant to the Exchange Offer
may be sold from time to time in one or more transactions in the over-the-
counter market, in negotiated transactions, through the writing of options on
the New Notes or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the form of
commissions or concession from any such broker-dealer and/or the purchasers of
any New Notes. Any broker-dealer that resells New Notes that were received by it
for its own account pursuant to the Exchange Offer and any broker-dealer that
participates in a distribution of New Notes may be deemed to be an "underwriter"
within the meaning of the Securities Act, and any profit on any resale of New
Notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer, and to
the best of the Company's information and belief, each person participating in
the Exchange Offer is acquiring the New Notes in its ordinary course of business
and has no arrangement or understanding with any person to participate in the
distribution of the New Notes to be received in the Exchange Offer.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax
considerations relating to the purchase, ownership and disposition of the Notes,
but does not purport to be a complete analysis of all the potential tax
considerations relating thereto (possibly with retroactive effect). This summary
is based on the Internal Revenue Code of 1986, as amended (the "Code"),
existing, temporary, and proposed Treasury Regulations, and laws, rulings and
decisions now in effect, all of which are subject to change. This summary deals
only with holders that will hold Notes as "capital assets" (within the meaning
of Section 1221 of the Code). This summary does not address holders subject to
special rules, such as tax-exempt organizations, insurance companies, dealers in
securities or currencies, or persons that will hold Notes as a position in a
hedging transaction, "straddle" or "conversion transaction" for tax purposes.

For the purposes of this discussion, a "U.S. holder" means any holder of a
Note that is (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any state thereof (except, in the case of a partnership, to the
extent future Treasury Regulations provide otherwise), (iii) an estate the
income of which is subject to United States federal income taxation regardless
of its source, (iv) a trust other than a "foreign trust," as such term is
defined in Section 7701(a)(31) of the Code or (v) otherwise subject to United
States federal income tax on a net income basis in respect of its worldwide
taxable income. A "Non-U.S. holder" means any holder of a Note that is not a
U.S. holder.

THE FOLLOWING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, INVESTORS
CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISERS WITH
RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME AND ESTATE TAX
LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING
UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY
APPLICABLE TAX TREATY.

UNITED STATES FEDERAL INCOME TAXATION OF U.S. HOLDERS

Payment of Interest

Stated interest on a Note generally will be includable in the income of the
U.S. holder of such Note as ordinary income at the time such interest is
received or accrued, in accordance with such holder's method of accounting for
United States federal income tax purposes because such interest represents
qualified stated interest. Further, if the Notes are issued with original issue
discount ("OID"), a holder must include OID in income as interest over the term
of the Note under a constant yield method in advance of the receipt of cash
representing that income. However, if the amount of OID with respect to the
Notes is less than a de minimis amount, the amount of OID is treated as zero.
The de minimis amount is an amount equal to 0.25% multiplied by the principal
amount generally of the Notes multiplied by the number of complete years to
maturity from the issue date. It is expected that the Notes will be issued
without OID.

OID is equal to the "stated redemption price at maturity" minus the
"original issue price." The stated redemption price at maturity generally equals
the principal amount. When the issuer has an unconditional call option (i.e., an
option to call all or a portion of the debt at a fixed premium), the issuer is
considered to exercise, or not exercise, the option in a manner that minimizes
the yield on the debt instrument. After April 15, 2004, the Company has an
unconditional call option to redeem the notes at specified premiums if redeemed
during the twelve-month period beginning on April 15 of 2004, 2005 or 2006. If
the yield to maturity of the Notes exceeds the yield to maturity of the Notes
determined by assuming the call option is exercised, the maturity date would be
determined by assuming the call option is exercised and the stated redemption
price at maturity would include the call premium. It is not expected that this
condition will be satisfied and, therefore, the call should not be considered as
exercised and the call premium should not be included in the stated redemption
price at maturity.

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The Notes may be redeemed prior to their stated maturity at the option of
the Company or the U.S. holder upon certain other circumstances. The Company
believes that none of such redemption rights or obligations are more likely than
not to occur, and thus, under applicable Treasury Regulations, none of such
redemption rights or obligations will affect the yield of the Notes or increase
the stated redemption price at maturity.

The original issue price for the Notes is the price at which a substantial
amount of the Notes is sold for money. The sale of the Notes to the Initial
Purchasers should be disregarded for this purpose. Thus, the original issue
price should be determined as the price at which a substantial amount of the
Notes are sold by the Initial Purchasers to holders.

Failure of the Company to consummate the Exchange Offer or to file or cause
to be declared effective the Shelf Registration Statement as described under
"Description of Notes -- Registration Rights; Liquidated Damages" will cause
additional interest to accrue on the Notes in the manner described therein.
According to U.S. Treasury Regulations, the possibility of a change in the
interest rate will not affect the amount of interest income recognized by a U.S.
holder (or the timing of such recognition) if the likelihood of the change, as
of the date the Notes are issued, is remote. The Company believes that the
likelihood of a change in the interest rate on the Notes is remote and do not
intend to treat the possibility of a change in the interest rate as affecting
the yield to maturity of any Note. In the unlikely event that the interest rate
on the Notes is increased, the Company believes that any additional interest
will be taxable to the U.S. holder as ordinary income in accordance with the
U.S. holder's method of accounting for federal income tax purposes. The Internal
Revenue Service may take a different position, however, and require the U.S.
holder to report such income as original issue discount or contingent interest
in advance of its receipt of the cash payment of additional interest.

If a holder purchases a Note having OID at a purchase price which exceeds
the sum of original issue price of the Note plus OID included in a prior
holder's gross income ("acquisition premium"), the holder reduces the OID
otherwise includible in income by a percentage determined by comparing the
acquisition premium to the remaining OID to be accrued on the Note.
Alternatively, such a holder can elect to treat the purchase price as if it were
a purchase at original issue and compute remaining OID accruals by applying the
rules of the constant yield method. If a holder purchases a Note having OID at a
price in excess of the stated redemption price at maturity of the Note
("amortizable premium"), the holder does not include any OID in income and, as
discussed below, would be entitled to deduct a portion of the amortizable
premium over the remaining term of the Note.

The discussion below assumes the Notes will be issued without OID.

Market Discount

If a U.S. holder purchases a Note for an amount that is less than its
principal amount, the amount of the difference will be treated as "market
discount" for United States federal income tax purposes, unless such difference
is less than a specified de minimus amount. Under the market discount rules, a
U.S. holder will be required to treat any partial principal payment on, or any
gain on the sale, exchange, retirement or other disposition of, a Note as
ordinary income to the extent of the market discount which has not previously
been included in income and is treated as having accrued on such Note at the
time of such payment or disposition. In addition, the U.S. holder may be
required to defer, until the maturity of the Note or its earlier disposition in
a taxable transaction, the deduction of all or a portion of the interest expense
on any indebtedness incurred or continued to purchase or carry such Note.

Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Note, unless the U.S.
holder elects to accrue on a constant interest method. A U.S. holder may elect
to include market discount in income currently as it accrues (on either a
ratable or constant interest method), in which case the rule described above
regarding deferral of interest deductions will not apply. This election to
include market discount in income currently, once made, applies to all market
discount obligations acquired on or after the first taxable year to which the
election applies and may not be revoked without the consent of the Internal
Revenue Service (the "IRS").
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Amortizable Bond Premium

A U.S. holder that purchases a Note for an amount in excess of the
principal amount will be considered to have purchased the Note at a "premium." A
U.S. holder generally may elect to amortize the premium over the remaining term
of the Note on a constant yield method. However, if the Note is purchased at a
time when the Note may be optionally redeemed for an amount that is in excess of
its principal amount, special rules would apply that could result in a deferral
of the amortization of bond premium until later in the term of the Note. The
amount amortized in any year will be treated as a reduction of the U.S. holder's
interest income from the Note. Bond premium on a Note held by a U.S. holder that
does not make such an election will decrease the gain or increase the loss
otherwise recognized on disposition of the Note. The election to amortize
premium on a constant yield method, once made, applies to all debt obligations
held or subsequently acquired by the electing U.S. holder on or after the first
day of the first taxable year to which the election applies and may not be
revoked without the consent of the IRS.

Sale, Exchange or Retirement of the Notes

Upon the sale, exchange or redemption of a Note, a U.S. holder generally
will recognize capital gain or loss equal to the difference between (i) the
amount of cash proceeds and the fair market value of any property received on
the sale, exchange or redemption (except to the extent such amount is
attributable to either additional interest discussed above, or accrued interest
income not previously included in income, which is, in either case, taxable as
ordinary income) and (ii) such holder's adjusted tax basis in the Note. A
holder's adjusted tax basis in a Note generally will equal the cost of the Note
to the U.S. holder increased by the amount of market discount, if any,
previously taken in income by the U.S. holder or decreased by any bond premium
theretofore amortized by the U.S. holder with respect to the Note. Such capital
gain or loss will be long-term capital gain or loss if the Note was held by the
U.S. holder for more than 12 months. The net capital gain of an individual
derived in respect of the Notes generally will be taxed at a maximum rate of 20%
if it is long-term capital gain.

Exchange of Old Notes for New Notes

The exchange of Old Notes for New Notes pursuant to the Exchange Offer
should not be considered a taxable exchange for U.S. federal income tax purposes
because the New Notes should not constitute a material modification of the terms
of the Old Notes. Accordingly, such exchange should have no U.S. federal income
tax consequences to U.S. holders of Old Notes, and the basis and holding period
of such a holder in a New Note will be the same as such holder's adjusted tax
basis and holding period in the Old Note exchanged therefor.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to payments of
principal, premium, if any, and interest on a Note and payments of the proceeds
of the sale of a Note to certain noncorporate holders, and a 31% backup
withholding tax may apply to such payments if the U.S. holder (i) fails to
furnish or certify his correct taxpayer identification number to the payer in
the manner required, (ii) is notified by the Internal Revenue Service that he
has failed to report payments of interest and dividends properly, (iii) under
certain circumstances, fails to certify that he has not been notified by the
Internal Revenue Service that he is subject to backup withholding for failure to
report interest and dividend payments or (iv) the Internal Revenue Service
notifies the Company or its paying agent that the taxpayer identification number
furnished by the U.S. holder is incorrect. Any amounts withheld under the backup
withholding rules from a payment to a U.S. holder will be allowed as a credit
against such holder's United States federal income tax and may entitle the
holder to a refund, provided that the required information is furnished to the
Internal Revenue Service.

UNITED STATES FEDERAL TAXATION OF NON-U.S. HOLDERS

Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a Non-U.S. holder generally will not be subject
to U.S. federal income tax provided (i) such gain is not effectively connected
with the conduct by such holder of a trade or business in the United States, and
(ii) in the case of gains derived by an individual, such individual is not
present in the United States for 183 days or more in the taxable year of the
disposition.

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Payments of interest on the Notes to a Non-U.S. holder will generally not
be subject to United States withholding tax if such Non-U.S. holder (a) does not
actually or constructively own 10% or more of the total combined voting power of
all classes of stock of the Company); (b) is not a controlled foreign
corporation with respect to which the Company, directly or indirectly, is a
"related person" within the meaning of the Code; (c) is not a bank making a loan
in its ordinary course of business; and (d) either (A) the beneficial owner of
the Note certifies to the Company or its agent, under penalties of perjury, that
such owner is not a United States person and provides its name and address
(which certification can be made on IRS Form W-8 or Form, W-8BEN) or (B) a
securities clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a
"Financial Institution") certifies to the Company or to its agent, under
penalties of perjury, that the certification described in clause (A) hereof has
been received from the beneficial owner or by another financial institution
acting for the beneficial owner. Recently issued final Treasury Regulations,
which apply to payments on a Note after December 31, 1999, also provide that the
certification requirements set forth above in clause (A) and (B) generally will
be fulfilled if beneficial owners (including partners of certain foreign
partnerships), as well as certain foreign partnerships, meet either of the two
conditions set forth in (d) of the preceding sentence. However, certain
beneficial owners, including foreign estates or trusts (or a fiduciary thereof)
and foreign partnerships that have entered into a withholding agreement with the
IRS will be required to provide their U.S. "taxpayer identification number" in
addition to their name and address on Form W-8. Foreign partnerships and their
partners should consult their tax advisors regarding possible additional
reporting requirements.

If a Non-U.S. holder of a Note is engaged in a trade or business in the
United States and interest on the Note is effectively connected with the conduct
of such trade or business, such Non-U.S. holder, although exempt from U.S.
federal withholding tax (provided the Non-U.S. holder files the appropriate
certification with the Company or its U.S. agent) will be subject to U.S.
federal income tax on such interest in the same manner as if it were a U.S.
holder. In addition, if such Non-U.S. holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% of its effectively connected
earnings and profits (subject to adjustment) for that taxable year unless it
qualifies for a lower rate under an applicable income tax treaty.

If interest on the Notes is exempt from United States federal income and
withholding tax under the rules described above, the Notes will not be included
in the estate of a deceased Non-U.S. holder for United States federal estate tax
purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company will, where required, report to the holders of Notes and the
Internal Revenue Service the amount of any interest paid on the Notes in each
calendar year and the amounts of tax withheld, if any, with respect to such
payments. Copies of these information returns may also be made available under
the provisions of a specific treaty agreement to the tax authorities of the
country in which the Non-U.S. holder resides.

In the case of payments of interest to Non-U.S. holders, Treasury
Regulations provide that the 31% backup withholding tax and certain information
reporting will not apply to such payments on a Note issued in registered form
with respect to which either the requisite certification, as described above in
"United States Federal Taxation of Non-U.S. Holders," has been received or an
exemption has otherwise been established; provided that neither the Company nor
its payment agent has actual knowledge that the holder is a United States person
or that the conditions of any other exemption are not in fact satisfied. If
payments of principal and interest are made to the beneficial owner of a Note by
or through the foreign office of a custodian, nominee or other agent of such
beneficial owner, or if the proceeds of the sale, exchange or other disposition
of a Note are paid to the beneficial owner of a Note through a foreign office of
a "broker" (as defined in the regulations), the proceeds will not be subject to
backup withholding (absent actual knowledge that the payee is a U.S. person).
Information reporting requirements, but not backup withholding, will also apply
to a payment of the proceeds of a disposition of the Notes by or through a
foreign office of a custodian, nominee, agent or broker that is (i) a U.S.
person, (ii) a controlled foreign corporation for United States federal income
tax purposes, or (iii) a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or business in the United
States, unless such broker has documentary evidence in its file that the holder
of the Notes is not a United States person, and such broker has no actual
knowledge to the contrary, or the holder establishes an exception.

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In October 1997, Treasury Regulations were issued which alter the foregoing
rules in certain respects and which generally will apply to any payments in
respect of a Note or proceeds from the sale of a Note that are made after
December 31, 1999. Among other things, such regulations expand the number of
foreign intermediaries that are potentially subject to information reporting and
address certain documentary evidence requirements relating to exemption from the
general backup withholding requirements. Holders of the Notes should consult
their tax advisers concerning the possible application of such regulations to
any payments made on or with respect to the Notes.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules may be refunded or credited against the Non-U.S.
holder's United States federal income tax liability, provided that the required
information is furnished to the Internal Revenue Service.

LEGAL MATTERS

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

EXPERTS

The financial statements of Florida Panthers Holdings, Inc. as of June 30,
1998 and 1997 and for each of the three years in the period ended June 30, 1998;
the audited financial statements of 2301 S.E. 17th St., 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 LeHill Partners L.P. and
consolidated entities as of December 31, 1996 and for the year then ended
included in this Prospectus and elsewhere in this 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 (or, as experts in
accounting and auditing) in giving said reports.

The audited financial statements of 2301 SE 17th St., Ltd. as of December
31, 1995, and for each of the years in the two year period ended December 31,
1995 have been included elsewhere in this Registration Statement in reliance
upon the report of KPMG LLP, independent certified public accountants, included
elsewhere in this Registration Statement 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
Prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.

The financial statements of 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 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 included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

The financial statements of Biltmore Hotel Partners at December 31, 1997
and 1996 and each of the three years in the period ended December 31, 1997 and
the Historical Summaries of Revenues and Direct Operating Expenses of The Rental
Pool Operations of the Biltmore Villas for the years ended December 31, 1997 and
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included elsewhere in this Registration Statement and
are included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

THE REGISTRANT
FLORIDA PANTHERS HOLDINGS, INC.
Unaudited Condensed Consolidated Balance Sheets........... F-3
Unaudited Condensed Consolidated Statements of Operations
for the six months ended December 31, 1998 and 1997.... F-4
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended December 31, 1998 and 1997.... F-5
Notes to Unaudited Condensed Consolidated Financial
Statements............................................. F-6
Report of Independent Certified Public Accountants........ F-8
Consolidated Balance Sheets as of June 30, 1998 and
1997................................................... F-9
Consolidated Statements of Operations for the years ended
June 30, 1998, 1997 and 1996........................... F-10
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1998, 1997 and 1996....... F-11
Consolidated Statements of Cash Flows for the years ended
June 30, 1998, 1997 and 1996........................... F-12
Notes to Consolidated Financial Statements................ F-13

BUSINESSES ACQUIRED
2301 SE 17TH ST., LTD. ("PIER 66")
Reports of Independent Certified Public Accountants....... F-32
Balance Sheets as of December 31, 1996 and 1995........... F-34
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-35
Statements of Partners' Equity for the years ended
December 31, 1996, 1995 and 1994....................... F-36
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-37
Notes to Financial Statements............................. F-38

RAHN BAHIA MAR, LTD. ("BAHIA MAR")
Report of Independent Certified Public Accountants........ F-44
Balance Sheets as of December 31, 1996 and 1995........... F-45
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-46
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-47
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-48
Notes to Financial Statements............................. F-49

BOCA RATON HOTEL AND CLUB LIMITED PARTNERSHIP ("BOCA
RESORT")
Reports of Independent Certified Public Accountants....... F-53
Balance Sheets as of December 31, 1996 and 1995........... F-55
Statements of Operations for the years ended December 31,
1996, 1995 and 1994.................................... F-56
Statements of Changes in Partners' Deficit for the years
ended December 31, 1996, 1995 and 1994................. F-57
Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.................................... F-58
Notes to Financial Statements............................. F-59

F-1
140

PAGE
----

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES ("REGISTRY
RESORT")
Report of Independent Certified Public Accountants........ F-71
Consolidated Balance Sheet as of December 31, 1996........ F-72
Consolidated Statement of Operations for the Year Ended
December 31, 1996...................................... F-73
Consolidated Statement of Changes in Partners' Capital for
the Year Ended December 31, 1996....................... F-74
Consolidated Statement of Cash Flows for the Year Ended
December 31, 1996...................................... F-75
Notes to the Consolidated Financial Statements............ F-76

BILTMORE HOTEL PARTNERS ("BILTMORE RESORT")
Report of Independent Certified Public Accountants........ F-79
Balance Sheets as of December 31, 1997 and 1996........... F-80
Statements of Income for the Years Ended December 31,
1997, 1996, and 1995................................... F-81
Statements of Changes in Partners' Capital (Deficit) for
the Years Ended December 31, 1997, 1996 and 1995....... F-82
Statements of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995.................................... F-83
Notes to Financial Statements............................. F-84

THE RENTAL POOL OPERATIONS OF THE BILTMORE VILLAS
Report of Independent Certified Public Accountants........ F-89
Historical Summaries of Revenues and Direct Operating
Expenses............................................... F-90
Notes to Historical Summaries of Revenues and Direct
Operating Expenses..................................... F-91

F-2
141

FLORIDA PANTHERS HOLDINGS, INC.

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

DECEMBER 31, JUNE 30,
1998 1998
------------ ----------

ASSETS
Current assets:
Cash and cash equivalents................................. $ 12,884 $ 37,228
Restricted cash........................................... 24,790 29,296
Accounts receivable, net.................................. 31,821 28,574
Inventory................................................. 7,812 6,499
Current portion of Premier Club notes receivable.......... 3,986 4,089
Other current assets...................................... 14,760 5,496
---------- ----------
Total current assets.............................. 96,053 111,182
Property and equipment, net................................. 1,008,288 959,214
Intangible assets, net...................................... 81,027 36,926
Long-term portion of Premier Club notes receivable, net..... 7,714 7,828
Other assets................................................ 21,545 13,057
---------- ----------
Total assets...................................... $1,214,627 $1,128,207
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 45,387 $ 41,326
Current portion of deferred revenue....................... 58,955 35,114
Short-term debt........................................... 329,690 318,250
Current portion of long-term debt......................... 21,998 4,540
Other current liabilities................................. 6,406 3,866
---------- ----------
Total current liabilities......................... 462,436 403,096
Long-term debt.............................................. 255,338 217,836
Premier Club refundable membership fees..................... 63,864 65,046
Other non-current liabilities............................... 11,561 9,826
Minority interest........................................... 1,957 1,892
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 34,890,358 and 34,888,358 shares issued
and outstanding at December 31, 1998 and June 30, 1998,
respectively........................................... 349 349
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
December 31, 1998 and June 30, 1998.................... 3 3
Contributed capital....................................... 432,130 432,110
Accumulated deficit....................................... (13,011) (1,951)
---------- ----------
Total shareholders' equity........................ 419,471 430,511
---------- ----------
Total liabilities and shareholders' equity........ $1,214,627 $1,128,207
========== ==========

See accompanying notes to consolidated financial statements.

F-3
142

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)

1998 1997
-------- --------

Revenue:
Leisure and recreation.................................... $128,872 $ 88,380
Entertainment and sports.................................. 28,455 21,149
-------- --------
Total revenue..................................... 157,327 109,529
Operating expenses:
Cost of leisure and recreation services................... 63,042 43,468
Cost of entertainment and sports services................. 22,161 21,577
Selling, general and administrative expenses.............. 46,226 40,364
Amortization and depreciation............................. 15,031 8,915
-------- --------
Total operating expenses.......................... 146,460 114,324
-------- --------
Operating income (loss)..................................... 10,867 (4,795)
Interest and other income................................... 1,470 1,318
Interest and other expense.................................. (23,217) (6,663)
Minority interest........................................... (180) (856)
-------- --------
Net loss.................................................... $(11,060) $(10,996)
======== ========
Net loss per share -- basic and diluted..................... $ (0.31) $ (0.33)
======== ========
Shares used in computing net loss per share -- basic and
diluted................................................... 35,145 33,552
======== ========

See accompanying notes to consolidated financial statements.

F-4
143

FLORIDA PANTHERS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(IN THOUSANDS)

1998 1997
--------- ---------

Operating activities:
Net loss.................................................. $ (11,060) $ (10,996)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Amortization and depreciation.......................... 15,031 8,915
Income applicable to minority interests................ 180 856
Changes in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... (3,247) (9,892)
Other assets........................................... (8,333) 20,243
Accounts payable and accrued expenses.................. 4,061 (5,346)
Deferred revenue and other liabilities................. 26,934 22,509
--------- ---------
Net cash provided by operating activities......... 23,566 26,289
--------- ---------
Investing activities:
Cash acquired in business acquisitions.................... -- 12,476
Cash used in business acquisitions........................ -- (83,534)
Acquisition of additional interest in consolidated
subsidiary............................................. -- (12,082)
Restricted cash........................................... 4,506 (9,901)
Capital expenditures...................................... (61,781) (30,518)
--------- ---------
Net cash used in investing activities............. (57,275) (123,559)
--------- ---------
Financing activities:
Net proceeds from the sale of common stock................ -- 108,760
Borrowings under credit facilities, net of financing costs
paid................................................... 131,838 22,800
Payments on long-term debt and other credit facilities.... (122,378) (35,000)
Proceeds from exercise of stock options................... 20 74
Distribution to minority interests........................ (115) (206)
--------- ---------
Net cash provided by financing activities......... 9,365 96,428
--------- ---------
Decrease in cash and cash equivalents............. (24,344) (842)
Cash and cash equivalents, at beginning of period........... 37,228 13,709
--------- ---------
Cash and cash equivalents, at end of period................. $ 12,884 $ 12,867
========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH OPERATING, INVESTING AND
FINANCING ACTIVITIES:
Issuance of note payable in connection with acquisition..... $ 45,287 $ --
========= =========
Reduction in other assets in connection with acquisition of
additional interest in units of consolidated subsidiary... $ -- $ 1,474
========= =========

See accompanying notes to consolidated financial statements.

F-5
144

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements of Florida
Panthers Holdings, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.

In the opinion of management, the financial information furnished in this
report reflects all adjustments (including normal recurring accruals) necessary
for a fair presentation of the results for the interim period. The results of
operations for the six-month period ended December 31, 1998 are not necessarily
indicative of the results to be expected for the entire year primarily due to
seasonal variations. All significant intercompany accounts have been eliminated.

2. ORGANIZATION

The Company is a holding company with subsidiaries currently operating in
two business segments: (1) leisure and recreation and (2) entertainment and
sports. The leisure and recreation business consists of the ownership of the
Boca Raton Resort and Club, the Arizona Biltmore Hotel, the Registry Hotel at
Pelican Bay, the Edgewater Beach Hotel, the Hyatt Regency Pier 66 Hotel and
Marina, the Radisson Bahia Mar Resort and Yachting Center and newly redesigned
Grande Oaks Golf Club (formerly known as Rolling Hills Golf Club).

The entertainment and sports business consists of the Florida Panthers
Hockey Club (the "Panthers"), arena development, arena management and ice
skating rink operations. The Company's arena development operations recently
completed construction of the National Car Rental Center, a new multi-purpose
state-of-the-art entertainment and sports complex. In addition to serving as
home to the Panthers during the 1998-99 season, the National Car Rental Center
showcases other spectator entertainment and sports events, and provides a
centrally located site for meetings and conferences.

3. EARNINGS (LOSS) PER COMMON SHARE

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" during fiscal 1998. This statement supersedes APB No. 15
and replaces primary and fully diluted earnings per share with a dual
presentation of basic and diluted earnings per share. Basic earnings per share
equals net income (loss) divided by the number of weighted average common shares
outstanding. Diluted earnings per share includes the effects of common stock
equivalents to the extent they are dilutive. Options were antidilutive during
the 1998 periods and during the six months ended December 31, 1997 and,
therefore, have been excluded. The following table sets forth weighted average
shares used to compute basic and diluted earnings per share (in 000's):

THREE MONTHS SIX MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
--------------- ---------------
1998 1997 1998 1997
------ ------ ------ ------

Basic weighted average shares outstanding..... 35,145 35,104 35,145 33,552
Stock options................................. -- 498 -- --
------ ------ ------ ------
Diluted weighted average shares outstanding... 35,145 35,602 35,145 33,552
====== ====== ====== ======

F-6
145
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)

4. RECENT DEVELOPMENTS

In connection with the acquisition of the Arizona Biltmore Hotel in March
1998, the Company agreed to pay up to $50.0 million to the sellers conditioned
upon their satisfactory execution of certain developmental plans. The plans were
delivered to the Company in acceptable form in December 1998. The $50.0 million
note has no stated interest rate and, accordingly, is presented net of an
unamortized discount of $4.7 million on the Consolidated Balance Sheet. A
corresponding increase of $45.3 million is also reflected as a component of
intangible assets. The effective interest rate on the note is 8.8%. The $50.0
million is payable at the election of the seller, either in cash or in shares of
the Company's Class A Common Stock, par value $.01 per share, (the "Class A
Common Stock") in three equal annual installments commencing in April 1999.

F-7
146

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To 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,
1998 and 1997, and the related consolidated statements of operations,
shareholders' equity (deficit) and cash flows for each of the three years in the
period ended June 30, 1998. These 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, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1998 in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
August 3, 1998.

F-8
147

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA)

1998 1997
---------- --------

ASSETS
Current assets:
Cash and cash equivalents................................. $ 37,228 $ 13,709
Restricted cash........................................... 29,296 30,110
Accounts receivable, net.................................. 28,574 13,087
Inventory................................................. 6,499 5,763
Current portion of Premier Club notes receivable.......... 4,089 3,778
Other current assets...................................... 5,496 4,143
---------- --------
Total current assets.............................. 111,182 70,590
Property and equipment, net................................. 959,214 475,391
Intangible assets, net...................................... 36,926 40,987
Long-term portion of Premier Club notes receivable, net..... 7,828 8,240
Other assets................................................ 13,057 5,184
---------- --------
Total assets...................................... $1,128,207 $600,392
========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $ 41,326 $ 26,867
Current portion of deferred revenue....................... 35,114 17,738
Short-term debt........................................... 318,250 --
Current portion of long-term debt......................... 4,540 --
Other current liabilities................................. 3,866 1,770
---------- --------
Total current liabilities......................... 403,096 46,375
Long-term debt.............................................. 217,836 186,056
Premier Club refundable membership fees..................... 65,046 63,499
Other non-current liabilities............................... 9,826 1,448
Minority interest........................................... 1,892 1,861
Commitments and contingencies (Note 12)
Shareholders' equity:
Class A Common Stock, $.01 par value, 100,000,000 shares
authorized and 34,888,358 and 27,929,570 shares issued
and outstanding at June 30, 1998 and 1997,
respectively........................................... 349 279
Class B Common Stock, $.01 par value, 10,000,000 shares
authorized and 255,000 shares issued and outstanding at
June 30, 1998 and 1997................................. 3 3
Contributed capital....................................... 432,110 304,095
Accumulated deficit....................................... (1,951) (3,224)
---------- --------
Total shareholders' equity........................ 430,511 301,153
---------- --------
Total liabilities and shareholders' equity........ $1,128,207 $600,392
========== ========

See accompanying notes to consolidated financial statements.

F-9
148

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA)

1998 1997 1996
-------- -------- --------

Revenue:
Leisure and recreation.................................... $252,603 $ 17,567 $ --
Entertainment and sports.................................. 43,586 36,695 34,087
-------- -------- --------
Total revenue..................................... 296,189 54,262 34,087
Operating expenses:
Cost of leisure and recreation services................... 110,084 6,658 --
Cost of entertainment and sports services................. 45,919 35,135 35,958
Selling, general and administrative expenses.............. 91,579 15,150 8,371
Amortization and depreciation............................. 23,155 5,698 9,815
-------- -------- --------
Total operating expenses.......................... 270,737 62,641 54,144
-------- -------- --------
Operating income (loss)..................................... 25,452 (8,379) (20,057)
Interest and other income................................... 2,307 1,923 122
Interest and other expense.................................. (24,673) (3,364) (5,030)
Minority interest........................................... (1,813) (440) (174)
-------- -------- --------
Net income (loss)................................. $ 1,273 $(10,260) $(25,139)
======== ======== ========
Net income (loss) per share -- basic and
diluted......................................... $ 0.04 $ (0.74) $ (4.76)
======== ======== ========
Shares used in computing net income (loss) per
share -- basic............................................ 34,334 13,829 5,276
======== ======== ========
Shares used in computing net income (loss) per
share -- diluted.......................................... 34,888 13,829 5,276
======== ======== ========

See accompanying notes to consolidated financial statements.

F-10
149

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

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

Balance, June 30, 1995...... 871 $ 9 -- $-- $(22,357) $ -- $(22,348)
Net loss.................. -- -- -- -- (25,139) -- (25,139)
Dividends -- Decoma
Entities............... -- -- -- -- (816) -- (816)
------- ---- --- -- -------- ------- --------
Balance, June 30, 1996...... 871 9 -- -- (48,312) -- (48,303)
Recapitalization.......... 4,150 41 255 3 40,919 -- 40,963
Sales of common stock..... 9,760 98 -- -- 131,780 -- 131,878
Stock issued in
acquisitions........... 13,149 131 -- -- 181,884 -- 182,015
Warrants issued in
acquisition............ -- -- -- -- 5,000 -- 5,000
Net loss.................. -- -- -- -- (7,036) (3,224) (10,260)
Dividends -- Decoma
Entities............... -- -- -- -- (140) -- (140)
------- ---- --- -- -------- ------- --------
Balance, June 30, 1997...... 27,930 279 255 3 304,095 (3,224) 301,153
Sales of common stock..... 6,000 60 -- -- 108,456 -- 108,516
Stock issued in
acquisitions........... 918 9 -- -- 16,778 -- 16,787
Warrants issued in
acquisition............ -- -- -- -- 2,375 -- 2,375
Net income................ -- -- -- -- -- 1,273 1,273
Exercise of stock
options................ 40 1 -- -- 406 -- 407
------- ---- --- -- -------- ------- --------
Balance, June 30, 1998...... 34,888 $349 255 $3 $432,110 $(1,951) $430,511
======= ==== === == ======== ======= ========

See accompanying notes to consolidated financial statements.

F-11
150

FLORIDA PANTHERS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30,
(IN THOUSANDS)

1998 1997 1996
--------- --------- --------

Operating activities:
Net income (loss)......................................... $ 1,273 $ (10,260) $(25,139)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Amortization and depreciation.......................... 23,155 5,698 9,815
Deferred compensation.................................. 373 100 1,334
Income applicable to minority interest................. 1,813 440 174
Changes in operating assets and liabilities (excluding the
effects of business acquisitions):
Accounts receivable.................................... (489) 1,876 (1,195)
Other assets........................................... (4,059) (512) (3,425)
Accounts payable and accrued expenses.................. (20,091) 2,205 938
Deferred revenue and other liabilities................. 35,713 3,323 138
--------- --------- --------
Net cash provided by (used in) operating
activities...................................... 37,688 2,870 (17,360)
--------- --------- --------
Investing activities:
Cash acquired in business acquisitions.................... 16,548 2,055 --
Cash used in business acquisitions........................ (230,219) (1,076) --
Acquisition of additional interest in consolidated
subsidiary............................................. (30,613) -- --
Capitalization of interest................................ (1,300) -- --
Capital expenditures...................................... (47,806) (1,494) (140)
--------- --------- --------
Net cash used in investing activities............. (293,390) (515) (140)
--------- --------- --------
Financing activities:
Net proceeds from the sale of common stock................ 108,516 131,878 --
Payments of related party indebtedness.................... -- (20,340) (3,500)
Borrowings under related party loan agreements............ -- -- 19,040
Increase in interest payable on related party
indebtedness........................................... -- 1,131 2,406
Borrowings under credit facilities........................ 251,200 35,000 --
Payments under long-term debt and credit facilities....... (80,509) (135,915) --
Proceeds from exercise of stock options................... 407 -- --
Payment of dividends -- Decoma Entities................... -- (140) (816)
Distribution to minority interests -- Decoma Entities..... (393) (725) (402)
--------- --------- --------
Net cash provided by financing activities......... 279,221 10,889 16,728
--------- --------- --------
Increase (decrease) in cash and cash
equivalents..................................... 23,519 13,244 (772)
Cash and cash equivalents, at beginning of period........... 13,709 465 1,237
--------- --------- --------
Cash and cash equivalents, at end of period................. $ 37,228 $ 13,709 $ 465
========= ========= ========

See accompanying notes to consolidated financial statements.

F-12
151

FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998

1. ORGANIZATION

Florida Panthers Holdings, Inc. (the "Company") currently conducts
substantially all of its business through its subsidiaries, which include
Panthers BRHC Limited ("Boca Resort"), Panthers RPN Limited ("Edgewater
Resort"), 2301 SE 17th St., Ltd. ("Pier 66") and Rahn Bahia, Ltd. ("Bahia Mar"),
each a limited partnership formed for the purpose of owning and operating Boca
Raton Resort and Club, the Edgewater Beach Hotel, the Hyatt Regency Pier 66
Hotel and Marina and the Radisson Bahia Mar Resort and Yachting Center,
respectively, and Wright-Bilt Corp. ("Arizona Biltmore") and FPH/RHI Merger
Corp., Inc. ("Registry Resort") formed for the purpose of owning and operating
the Arizona Biltmore Hotel and the Registry Hotel at Pelican Bay, respectively,
and Rolling Hills Golf Course ("Rolling Hills"). The Company also owns the
Florida Panthers Hockey Club, Ltd. ("Panthers" or the "Club"), 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 in
Broward County, Florida recently named National Car Rental Center (the "National
Center"), Arena Operating Company Ltd., a limited partnership formed for the
purpose of managing and operating the National Center, and Florida Panthers Ice
Ventures, Inc., a corporation formed for the purpose of developing ice rink
facilities. In addition, the Company owns approximately 78% of the partnership
interests in Decoma Miami Associates, Ltd. ("Decoma"), a Florida limited
partnership, which operates the Miami Arena.

In November 1996, the Company sold 7.3 million shares of Class A Common
Stock, par value $.01, (the "Class A Common Stock") in connection with its
initial public offering ("IPO"). An additional 2.5 million shares of Class A
Common Stock were sold in connection with a private placement in January 1997
and 6.0 million shares of Class A Common Stock were sold in connection with an
underwritten public offering in August 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying Consolidated Financial Statements include the accounts of
the Company and all majority-owned subsidiaries after the elimination of all
significant intercompany accounts and transactions. Minority interest represents
minority shareholders' proportionate share of the equity in Decoma and Registry
Resort.

USE OF ESTIMATES

The preparation of the Consolidated Financial Statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the Consolidated Financial
Statements and accompanying Notes. Actual results may differ from those
estimates.

CASH AND CASH EQUIVALENTS/RESTRICTED CASH

Cash and cash equivalents consist primarily of cash in banks and highly
liquid investments with original maturities of 90 days or less. Restricted cash
consists principally of escrow accounts maintained in accordance with the terms
of various mortgage-notes payable agreements and cash collected by the Company
in its capacity as operator of the National Center. See Note 12. Concentration
of credit risk and market risk associated with cash, cash equivalents and
restricted cash are considered low due to the credit quality of the issuers of
the financial instruments held by the Company and due to their short term
nature.

F-13
152
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ACCOUNTS RECEIVABLE

Accounts receivable are primarily from major credit card companies and
other large corporations. The Company performs ongoing credit evaluations of its
significant customers and generally does not require collateral or a significant
allowance for uncollectible balances.

INVENTORY

Inventory is stated at the lower of cost or market value and primarily
consists of food, beverages, marina fuel, retail merchandise and operating
supplies. Cost is determined using the first-in, first-out method.

PREMIER CLUB NOTES RECEIVABLE

Premier Club notes receivable are carried at amortized cost. Interest
income is suspended on all notes receivable when principal or interest payments
are more than three months contractually past due and is not resumed until such
loans become contractually current. The Company performs credit evaluations of
customers who finance their Premier Club membership and generally does not
require collateral or a significant allowance for uncollectible balances.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost less accumulated depreciation and
amortization. Expenditures for maintenance, repairs and renewals of relatively
minor items are charged to expense as incurred. Renewals of significant items
are capitalized along with interest during the construction period for
significant additions to the Company's resorts. Interest is capitalized using
rates associated with direct borrowings for such construction, if applicable, or
the equivalent to the average borrowing rate of the Company. Interest
capitalized for the year ended June 30, 1998 totaled $1.3 million. No interest
was capitalized during the years ended June 30, 1997 and 1996. Depreciation and
amortization has been computed using the straight-line method over the following
estimated useful lives:

YEARS
-----

Building and improvements................................... 40
Land improvements........................................... 15
Leasehold improvements...................................... 5-20
Furniture, fixtures and equipment........................... 3-7

INTANGIBLE ASSETS

The components of unamortized intangible assets as of June 30 were as
follows (in 000's):

1998 1997
------- -------

Franchise cost.............................................. $21,273 $21,881
Player contract acquisition costs........................... 995 3,916
Investment in Miami Arena Contract.......................... 8,146 8,516
Goodwill.................................................... 6,512 6,674
------- -------
$36,926 $40,987
======= =======

The Club paid a $50.0 million franchise fee to the NHL when joining the
league, of which approximately $25.7 million was allocated to the contracts of
players selected in the 1993 expansion draft. The allocation was based upon an
independent appraisal of the fair value of the player contracts and is being
amortized on a straight-line basis over the estimated useful lives of the
contracts. The remaining portion of the franchise fee is being amortized on a
straight-line basis over 40 years.

F-14
153
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Miami Arena is owned by the Miami Sports and Exhibition Authority
("MSEA"), an agency of the City of Miami. Under the terms of the Miami Arena
Contract ("MAC") between MSEA and Decoma, Decoma operates the Arena. The MAC is
scheduled to expire on July 8, 2020. Amounts invested in the MAC are being
amortized using the straight-line method over the remaining term of the MAC.

Goodwill represents the excess of the cost over the fair value of net
assets of the acquired business. Goodwill is stated at amortized cost and is
amortized on a straight-line basis over 40 years.

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

The Company continually evaluates whether events and circumstances have
occurred indicating the remaining estimated useful life of long-lived assets may
warrant revision, or long-lived asset balances may not be recoverable. If
factors indicate long-lived assets have been impaired, the Company uses an
estimate of the remaining value of the long-lived assets in measuring
recoverability.

Unrecoverable amounts are charged to operations in the applicable period.

FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
about Fair Value of Financial Instruments" requires disclosure of the fair value
of financial instruments held by the Company. SFAS No. 107 defines the fair
value of a financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties. Fair value estimates
are made at a specific point in time, based on relevant market information about
the financial instrument. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment, and therefore can not be
determined with precision. The assumptions used have a significant effect on the
estimated amounts reported. The following methods and assumptions are used to
estimate fair value:

- The carrying amounts of cash and cash equivalents, restricted cash,
accounts receivable, accounts payable and short-term debt approximate
fair value due to their short-term nature.

- The carrying amounts of Premier Club notes receivable and long-term debt
approximates fair value based on discounted future cash flows using
current rates at which similar loans with similar maturities would be
made to borrowers with similar credit risk.

- The fair value of Premier Club refundable membership fees can not be
reasonably estimated based on the uncertainty of the maturity.

REVENUE RECOGNITION

Revenue associated with room rentals, food and beverage sales and other
recreational amenity use at the Company's resort properties is recognized when
services are rendered. Boca Resort's club membership annual dues revenue is
recognized ratably over the membership year commencing October 1. Initiation
fees relating to memberships originating prior to December 31, 1997 are fully
refundable and, accordingly, are reflected as a liability captioned Premier Club
refundable membership fees on the accompanying Consolidated Balance Sheets. See
Note 10. Initiation fees associated with Premier Club memberships originating
after December 31, 1997 are non-refundable and are recorded as deferred revenue
and recognized as revenue over the estimated life of the membership.

Receipts from tickets, broadcasting, advertising and promotions associated
with the Panthers are recorded as revenue on a per game basis over the NHL
regular season.

F-15
154
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PLAYER CONTRACT COSTS

Player salaries are recorded on a per game basis during the regular season.
Player signing bonuses are amortized over the life of the player contract. The
Company 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.

Employment contracts with certain players require future compensation under
certain circumstances. These contracts are generally performance in nature and,
accordingly, related payments are charged to operations over the contract
playing seasons.

The Company 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.

ADVERTISING EXPENSE

The Company expenses advertising costs the first time the advertising takes
place. Advertising expense was $5.3 million and $672,000 for the years ended
June 30, 1998 and 1997, respectively. Prepaid advertising for each the periods
presented and advertising expense for 1996 was not considered material by
management.

INCOME TAXES

The Company accounts for income taxes under the liability method in
accordance with SFAS No. 109, "Accounting for Income Taxes". See Note 18.

STOCK-BASED COMPENSATION

The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to the fair value of the shares at the date of
grant. The Company has elected to account for stock option grants in accordance
with APB No. 25 "Accounting for Stock Issued to Employees" and, accordingly,
recognizes no compensation expense in connection with stock option grants made
to employees. See Note 11.

EARNINGS (LOSS) PER COMMON SHARE

The Company adopted SFAS No. 128, "Earnings Per Share" during fiscal 1998.
This statement supersedes APB No. 15 and replaces primary and fully diluted
earnings per share with a dual presentation of basic and diluted earnings per
share. Basic earnings per share equals net income (loss) divided by the number
of weighted average common shares outstanding. Diluted earnings per share
includes the effects of common stock equivalents to the extent they are
dilutive. Such options were antidilutive in 1997 and 1996 and, thus, have been
excluded. Additionally, approximately 1.4 million weighted average shares
issuable pursuant to convertible debt obligations have been excluded from 1998
since such shares were antidilutive. The following table sets forth weighted
average shares used to compute basic and diluted earnings per share (in 000's):

1998 1997 1996
------ ------ -----

Basic weighted average shares outstanding................... 34,334 13,829 5,276
Stock options............................................... 554 -- --
------ ------ -----
Diluted weighted average shares outstanding................. 34,888 13,829 5,276
====== ====== =====

F-16
155
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RECENTLY ISSUED ACCOUNTING STANDARDS

In 1997, the Financial Accounting Standard Board (the "FASB") issued SFAS
No. 130, "Reporting Comprehensive Income". This Statement requires all items
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement displayed with the
same prominence as other financial statements. The Company adopted SFAS No. 130
on July 1, 1998.

In 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". This Statement establishes standards for
the way public business enterprises report information about operating segments
in annual financial statements and requires those enterprises report selected
information about operating segments in interim financial reports. SFAS No. 131
also establishes standards for related disclosures about products and services,
geographic areas of operations and major customers. The Company adopted SFAS No.
131 on July 1, 1998. In the opinion of management, adoption of this standard
will not have a material impact on the Company's existing segment reporting
disclosures.

In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-5 ("SOP 98-5"). SOP 98-5 requires all
non-governmental entities to expense costs of start-up activities, including
pre-operating, pre-opening and organization activities, as those costs are
incurred. Adoption of this statement is not expected to have a material effect
on the Company's results of operations.

In 1998, the FASB issued SFAS No. 132, "Employers Disclosures about
Pensions and Other Post Retirement Benefits". This Statement revises employers'
disclosures about pension and other post retirement benefit plans. In the
opinion of management, adoption of this standard will not have a material impact
on the Company's existing reporting.

In 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. In the opinion of
management, adoption of this standard will not have a material impact on the
Company's existing reporting.

RECLASSIFICATIONS

Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year's presentation.

3. SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid during the years ended June 30, 1998, 1997 and 1996 was
approximately $22.3 million, $1.2 million and $3.8 million, respectively. In
addition, the Company issued 918,174 and 13,148,893 shares of Class A Common
Stock in connection with business acquisitions during the years ended June 30,
1998 and 1997, respectively. During the year ended June 30, 1997, in conjunction
with the IPO, a note payable of approximately $41.0 million to the Company's
Chairman, Mr. Huizenga, was exchanged for 4,149,710 shares of Class A Common
Stock and 255,000 shares of Class B Common Stock.

4. BUSINESS COMBINATIONS

Prior to the completion of the IPO, the Company acquired from Mr. Huizenga
approximately 78% of the partnership interest in Decoma in exchange for 870,968
shares of Class A Common Stock. Decoma derives revenue from the operations of
the Miami Arena. As this transaction was among entities under common control, it
was accounted for on a historical cost basis in a manner similar to a pooling of
interests as of the date of the acquisition by Mr. Huizenga.

F-17
156
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1998

In April 1998, the Company acquired Edgewater Resort for $41.2 million.
Approximately $20.7 million of the purchase price was paid in cash at closing
and the remainder bears interest at a rate of 5.0% per annum and is payable, at
the election of the seller, in either cash on October 22, 1999 or shares of
Class A Common Stock at a per share price of $24.50 at any time up through
October 22, 1999.

In March 1998, the Company acquired an ownership interest in Arizona
Biltmore in exchange for: (i) payment of $126.0 million in cash, (ii) payment in
the future of $500,000 in cash, (iii) payment in the future of $99.8 million
either in cash or shares of Class A Common Stock, (iv) warrants to purchase
500,000 shares of Class A Common Stock exercisable at $24.00 per share at any
time, in whole or in part, through March 2003 and (v) the assumption of $63.1
million of debt. The $500,000 bears interest at a rate of 2.5% per annum and is
payable in April 2001. The $99.8 million bears interest at a rate of 5.0% per
annum and, at the election of the seller, shall be paid in either cash or shares
of Class A Common Stock. If the seller elects to receive cash, it must make such
election during specified election periods occurring through March 2, 2000. If
an election for cash is made, the Company will be required to make payment
within 120 days after such election. Alternatively, the seller may elect to
receive shares of Class A Common Stock at a per share price of $26.00 at any
time through March 2, 2008. Subject to implementing certain developmental
strategies or meeting certain profit levels over a 36 month period ending on
March 31, 2001, up to an additional $50 million may be payable at the election
of the seller, either in cash or shares of Class A Common Stock at a per share
price of not less than $19.00.

In November 1997, the Company acquired certain assets associated with
Rolling Hills in exchange for $8.0 million in cash. The assets acquired consist
of an 18-hole golf course and a separate 9-hole golf course (both of which are
currently being redesigned), a parking lot and 79 acres of undeveloped land
adjacent to the golf courses.

In August 1997, the Company acquired its initial 68% ownership interest
(325 of the 474 units) in Registry Resort for (i) 918,174 shares of Class A
Common Stock, (ii) warrants to purchase 325,000 shares of Class A Common Stock
(300,000 of which are exercisable at $25.85 per share and 25,000 of which are
exercisable at $23.50 per share) and (iii) $75.5 million in cash. The warrants
vest ratably on a quarterly basis and become fully exercisable on December 31,
1999. The warrants expire in October 2003. As of June 30, 1998 the Company had
acquired all but one of the remaining units of Registry Resort for additional
payments of $30.6 million (net of the payoff of certain mortgage notes
receivable to the Company associated with additional units). The Company
acquired the last unit in July 1998.

ACQUISITIONS MADE DURING THE YEAR ENDED JUNE 30, 1997

In June 1997, the Company acquired substantially all of the net assets of
Boca Resort in exchange for (i) 272,303 shares of Class A Common Stock, (ii)
rights to acquire 4,242,586 shares of Class A Common Stock for no additional
consideration and (iii) warrants to purchase 869,810 shares of Class A Common
Stock at a purchase price of $29.01 per share. The warrants are currently
exercisable with 50% expiring in December 1998 and the remainder expiring in
December 1999.

In May 1997, the Company acquired the rights to operate Gold Coast Ice
Arena ("Gold Coast") in exchange for 34,760 shares of Class A Common Stock. Gold
Coast is the current practice facility of the Panthers and provides open
skating, ice hockey leagues and other programs to the public.

F-18
157
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In March 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 Pier 66 for 4,450,000 shares of Class A Common Stock.

In March 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 Bahia Mar in exchange for 3,950,000 shares of Class A Common
Stock.

In January 1997, the Company acquired certain assets relating to Incredible
Ice in exchange for (i) $1.0 million in cash, (ii) 212,766 shares of Class A
Common Stock and (iii) the assumption by the Company of a maximum of $8.1
million in construction-related obligations. Incredible Ice provides open
skating, ice hockey leagues and other ice programs to the public.

The Company's unaudited pro forma consolidated results of operations
assuming the above acquisitions had been consummated as of the beginning of the
period are as follows for the years indicated (in 000's, except per share
amounts):

1998 1997
-------- --------

Revenue..................................................... $346,947 $308,174
Net operating income........................................ 37,067 39,304
Net loss.................................................... (2,732) (914)
Pro forma net loss per common share -- basic and diluted.... (0.08) (0.03)

The preliminary purchase price allocation for business combinations
accounted for under the purchase method of accounting, including the subsequent
acquisition of additional units of Registry Resort, during the years ended June
30, 1998 and 1997 are as follows (in 000's):

1998 1997
--------- ---------

Cash acquired in business acquisitions...................... $ 16,548 $ 2,055
Current assets, excluding cash.............................. 19,850 55,195
Property and equipment...................................... 455,851 474,577
Other assets................................................ 39 9,152
Intangible assets........................................... -- 6,743
Current liabilities......................................... (28,355) (34,161)
Debt........................................................ (183,879) (261,971)
Minority interest........................................... (60) --
Other non-current liabilities............................... -- (63,499)
Common stock issued or reserved for issuance................ (19,162) (187,015)
--------- ---------
Cash used in business acquisitions.......................... $ 260,832 $ 1,076
========= =========

F-19
158
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. PREMIER CLUB NOTES RECEIVABLE

The Company offers internal financing to qualified purchasers of Premier
Club memberships at Boca Resort. Based on the terms of the agreements, the gross
membership notes will be collected as follows (in 000's):

1999........................................................ $ 4,089
2000........................................................ 3,129
2001........................................................ 1,981
2002........................................................ 1,748
2003........................................................ 1,009
Thereafter.................................................. 206
-------
$12,162
=======

6. PROPERTY AND EQUIPMENT, NET

A summary of property and equipment at June 30 is as follows (in 000's):

1998 1997
-------- --------

Land and land improvements.................................. $244,243 $134,815
Buildings and improvements.................................. 675,175 297,061
Furniture, fixtures and equipment........................... 52,147 30,556
Construction in progress.................................... 8,196 15,517
-------- --------
979,761 477,949
Less: accumulated depreciation and amortization............. (20,547) (2,558)
-------- --------
$959,214 $475,391
======== ========

Depreciation and amortization expense on property and equipment included in
the Consolidated Statements of Operations was approximately $19.0 million, $1.9
million and $280,000 for the years ended June 30, 1998, 1997 and 1996,
respectively.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of June 30 consists of the
following (in 000's):

1998 1997
------- -------

Other accrued liabilities................................... $19,298 $13,000
Accounts payable............................................ 8,406 6,401
Accrued taxes............................................... 6,367 2,379
Accrued payroll and related costs........................... 5,872 4,454
Accrued interest payable.................................... 1,383 633
------- -------
$41,326 $26,867
======= =======

8. SHORT-TERM DEBT

In connection with the Company's acquisition of Edgewater Resort, a portion
of the purchase price ($20.5 million) was financed by the seller. The
indebtedness bears interest at a rate of 5.0% per annum and is payable, at the
election of the seller, in either cash on October 22, 1999 or shares of Class A
Common Stock at a per share price of $24.50 at any time through October 22,
1999.

F-20
159
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In connection with the Company's acquisition of an ownership interest in
Arizona Biltmore, a portion of the purchase price ($100.3 million) was financed
by the seller. The note payable for $500,000 is payable in April 2001 and,
therefore, is classified as long-term debt on the Consolidated Balance Sheet.
See Note 9. The note payable for $99.8 million bears interest at a rate of 5.0%
per annum and, at the election of the seller, shall be paid in either cash or
shares of Class A Common Stock. If the seller elects to receive cash, it must
make such election during specified election periods occurring through March 2,
2000. If an election for cash is made, the Company will be required to make
payment within 120 days after such election. Alternatively, the seller may elect
to receive shares of Class A Common Stock at a per share price of $26.00 at any
time through March 2, 2008.

The Company has an interim loan from a bank in the principal amount of
$220.0 million (the "Interim Loan"), of which $198.0 million was outstanding at
June 30, 1998. The proceeds from the Interim Loan were used to acquire the
Company's interests in Arizona Biltmore, to acquire remaining units of Registry
Resort, to repay certain outstanding indebtedness and for working capital
purposes. The Interim Loan carries a variable interest rate, which was 8.4% at
June 30, 1998. The Interim Loan matures on September 15, 1998. The Company is in
the process of refinancing a portion of its short-term debt.

The weighted average interest rate on the Company's aggregate short-term
debt at June 30, 1998 was 7.1%.

9. LONG-TERM DEBT

Long-term debt at June 30 is as follows (in 000's):

1998 1997
-------- --------

Mortgage note payable, collateralized by substantially all
Pier 66 property and equipment, variable interest rate
(8.8% at June 30, 1998), due June 28, 2000................ $ 25,951 $ 25,951
Mortgage note payable, collateralized by substantially all
Arizona Biltmore property and equipment, fixed interest
rate of 8.25%, due July 1, 2016........................... 62,725 --
Note payable to bank, collateralized by substantially all
Bahia Mar property and equipment, repaid in March 1998.... -- 15,105
Senior note payable to bank, secured by a first mortgage and
lien on all Boca Resort assets, variable interest rate
(9.0% at June 30, 1998), due on August 22, 2001........... 110,000 110,000
Revolving credit facility with bank, collateralized by all
assets of the Panthers, variable interest rate (7.2% at
June 30, 1998), due on April 30, 2000..................... 23,200 35,000
Note payable to seller, fixed interest rate of 2.5% due
April 2001................................................ 500 --
-------- --------
Total debt outstanding including current
portion......................................... $222,376 $186,056
======== ========

F-21
160
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At June 30, 1998, $11.8 million was available under the revolving credit
facility outlined above. The Company's loan agreements require the maintenance
of customary capital expenditure reserves for the replacement of assets and
restricts the Company's ability to pay dividends in certain circumstances. In
addition, the Company is required to comply with certain covenants under several
of its debt agreements discussed above, including without limitation,
requirements to (i) maintain net worth of $15.0 million and (ii) maintain
certain leverage ratios. The Company was in compliance with these covenants at
June 30, 1998. Minimum principal payments required on the Company's long-term
debt for each of the five fiscal years subsequent to fiscal 1998 and thereafter
are as follows (in 000's):

1999........................................................ $ 4,540
2000........................................................ 55,811
2001........................................................ 9,302
2002........................................................ 96,957
2003........................................................ 2,124
Thereafter.................................................. 53,642
--------
$222,376
========

10. PREMIER CLUB REFUNDABLE MEMBERSHIP FEES

Fully paid initiation fees associated with Premier Club memberships at Boca
Resort executed prior to December 31, 1997 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 at the member's option). The fee is also refundable
upon a member's resignation from the Premier Club, but only out of the proceeds
of the membership fee of the fifth new member to join the Premier Club following
refund of all previously resigned members' fees. If any member paying over time
suspends payment, amounts paid to date are forfeited and recognized as income.
Amounts forfeited to date have not been material. Such Premier Club refundable
membership fees of approximately $65.0 million and $63.5 million at June 30,
1998 and 1997, respectively, have been reflected as a non-current liability on
the Company's Consolidated Balance Sheets.

F-22
161
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. STOCK OPTIONS

The Company has a stock option plan under which options to purchase shares
of common stock may be granted to key employees and directors of the Company.
Options granted under the plan are non-qualified and are granted at a price
equal to the fair market value of the common stock at the date of grant.
Generally, options granted will have a term of ten years from the date of grant,
and will vest in increments of 25% per year over a four-year period on the
annual anniversary of the date of grant. A summary of stock option transactions
for the three years ended June 30, 1998 is as follows:

NUMBER OF NUMBER OF
SHARES RANGE IN OPTIONS
RESERVED OPTIONS OPTION PRICES EXERCISABLE
---------- --------- --------------- -----------

Balance at June 30, 1996.............. -- -- -- --
Shares reserved under plan............ 2,600,000 -- --
Granted............................... (2,049,747) 2,049,747 $10.00 - $27.30
Forfeited............................. 21,605 (21,605) $10.00
---------- ---------
Balance at June 30, 1997.............. 571,858 2,028,142 $10.00 - $27.30 --
Additional shares reserved under
plan................................ 2,400,000 -- --
Granted............................... (1,402,414) 1,402,414 $17.25 - $23.25
Exercised............................. -- (40,614) $10.00
Forfeited............................. 93,748 (93,748) $10.00 - $26.38
---------- ---------
Balance at June 30, 1998.............. 1,663,192 3,296,194 $10.00 - $27.30 466,422
========== =========

The weighted average exercise price and weighted average remaining
contractual life of the Company's outstanding options at June 30, 1998 is set
forth below.

WEIGHTED (VESTED ONLY)
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
CONTRACTUAL EXERCISE OPTIONS EXERCISE
RANGE OF EXERCISE PRICES OPTIONS LIFE PRICE EXERCISABLE PRICE
- ------------------------ --------- ----------- -------- ----------- -------------

$10.00................................... 900,702 8.4 years $10.00 200,533 $10.00
$16.63 - $19.13.......................... 1,364,132 9.4 years 17.26 4,500 17.01
$21.13 - $27.30.......................... 1,031,360 8.9 years 25.47 261,389 25.48
--------- -------
3,296,194 466,422
========= =======

The weighted average exercise price of all options at June 30, 1998 and
1997 was $17.93. Pro forma information relating to net income and earnings per
share is required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following assumptions for
the year ended June 30:

1998 1997
----------- ------------

Pro forma net loss...................................... $(4,924,000) $(11,271,000)
Pro forma net loss per share............................ $ (.14) $ (.82)
Pro forma weighted average fair value of options
granted............................................... $ 8.91 $ 8.74
Risk free interest rate................................. 6.35% 6.35%
Expected lives.......................................... 5-7 years 5-7 years
Expected volatility..................................... 42% 42%

F-23
162
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases the Bahia Mar resort site from the City of Fort
Lauderdale under an operating lease, which has a term through August 31, 2062.
Under the lease agreement, the Company is required to pay annual rent equal to
the greater of a percentage (4.0% through September 30, 2012 and 4.25%
thereafter) of annual gross operating revenue, as defined, or a $300,000 minimum
annual rent (escalating on a formula percentage after September 2037). Rent
expense under this lease totaled $775,000 for the year ended June 30, 1998 and
$247,000 for the period from the date of the Bahia Mar acquisition (March 4,
1997) to June 30, 1997. The lease agreement also requires the Company to
annually set aside 3% of Bahia Mar's revenue, as defined in the lease agreement,
for the purchase, replacement and upgrade of furniture, fixtures and equipment.
All such restricted funds have been spent on their required purpose through June
30, 1998.

Future minimum lease obligations under various noncancellable operating
leases with initial terms in excess of one year at June 30, 1998 are as follows
(in 000's):

1999........................................................ $ 3,114
2000........................................................ 1,781
2001........................................................ 1,088
2002........................................................ 887
2003........................................................ 668
Thereafter.................................................. 17,700
-------
$25,238
=======

As of June 30, 1998, the Company has two letters of credit which secure two
operating leases. The letters of credit are collateralized by certificates of
deposit totaling $500,000, which mature in August 1998 and are included in
restricted cash.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with various player and
non-player employees which expire at various dates through June of 2002. The
terms of these employment agreements require future payments, excluding bonuses,
at June 30, 1998 as follows (in 000's):

1999........................................................ $27,119
2000........................................................ 18,647
2001........................................................ 8,604
2002........................................................ 150
-------
$54,520
=======

NATIONAL CAR RENTAL CENTER ("NATIONAL CENTER")

In June 1996, the Company entered into an agreement with Broward County to
develop the National Center, which will be owned by Broward County. The Company
will bear all costs relating to the development of the National Center in excess
of $184.7 million, including additional construction costs in excess of the
$184.7 million resulting from certain litigation. See Litigation. In June 1996,
the Company also entered into a 30-year license agreement (the "Broward License
Agreement") for the use of the National Center. In connection therewith, Broward
County will receive revenue from the operations of the National Center. The
Company has provided Broward County a guaranty pursuant to which the Company
will be obligated to pay Broward County its contracted share of the county's
annual debt service obligation (the "County Preferred Revenue Allocation"). The
Company believes that the revenue generated from the operations of the National

F-24
163
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Center will be sufficient to cover the County Preferred Revenue Allocation. The
Broward License Agreement commences upon the completion of construction of the
National Center, which is currently scheduled for October 1, 1998. The Broward
License Agreement is for a term of 30 years, which may be extended for
additional five-year periods, subject to certain conditions.

Pursuant to the Broward License Agreement, the Company is entitled to
receive all (a) revenue from the sale of (i) general seating ticket sales for
its home games to be played at the National Center, (ii) non-consumable
concession items at the National Center during its home games, (iii) items in
the Club's retail store to be located within the National Center, (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 National Center, (v) advertising within or on certain designated
locations at the National Center during hockey related events and (vi) Panthers'
related sponsorships or NHL league-wide sponsorships; and (b) the first $14.0
million of "net operating income" generated by the National Center and 80% of
all net operating income generated by the National Center in excess of $14.0
million with Broward County receiving 20%. "Net operating income" is defined to
include revenue from building naming rights fees, food and beverage concessions,
parking, non-hockey related advertising and all other revenue generated from
non-hockey related events offset by certain arena operating and financing costs
including the County Preferred Revenue Allocation.

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

LITIGATION

On April 9, 1997, Allied Minority Contractors Association, Inc., South
Florida Chapter of NAMC, 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 agreement with the Company to
develop the National Center in violation of Florida law and Broward County
ordinances. The Broward County Plaintiffs seek, among other things, to nullify
the agreement between Broward County and the Company to develop the National
Center. The Company believes that this suit is without merit and intends to
vigorously defend against this suit. On July 10, 1997, the trial court denied
the Broward County Plaintiffs' motion for a temporary restraining order and on
November 17, 1997 the trial court also denied plaintiff's motion for summary
judgement. Plaintiffs have appealed both of those orders. On May 19, 1998, the
trial court granted the Joint Motion of Broward County and Arena Development to
Disqualify Plaintiffs and Their Counsel and to Dismiss. Plaintiffs motion for
rehearing was denied, and plaintiffs have filed a notice of appeal. An
unfavorable outcome of the suit may have a material adverse effect on the
Company's financial condition or results of operations.

On January 28, 1997, February 4, 1997 and March 18, 1997, purported class
action lawsuits were filed against the Company and Messrs. Huizenga, Johnson,
Rochon, Berrard, Hudson, Dauria and Evans in the United States District Court
for the Southern District of Florida. On May 7, 1998, a consolidated and amended
class action complaint was filed combining these claims into one action. 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 material facts, in connection with sales of the Company's Class A
Common Stock by the plaintiff and others in the purported class between November
13, 1996 and December 22, 1996. The suit generally seeks, among other things,
certification as a class and an award of damages in an amount to be determined
at trial. The Company believes that this suit is without merit and

F-25
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

intends to defend vigorously 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.

On October 9, 1997, Bernard Kalishman filed a purported shareholder
derivative and class action lawsuit on behalf of the Company, as nominal
defendant, against Messrs. Huizenga, Berrard, Johnson, Rochon, Hudson and Egan,
each as director of the Company and Richard Evans and William Torrey, both
former directors of the Company, in the Seventeenth Judicial Circuit in and for
Broward County, Florida. The suit alleges, among other things, that each of the
defendants (other than Mr. Egan) breached contractual and fiduciary obligations
owed to the Company and its stockholders by engaging in self-dealing
transactions in connection with the Company's purchase of Pier 66 and Bahia Mar.
The suit seeks to impose a constructive trust on alleged excessive compensation
paid to the prior owners of Pier 66 and Bahia Mar or to have damages assessed
against the defendants or to rescind the transaction. The amended complaint also
added claims similar to those alleged in the class action lawsuit described in
the paragraph above and dropped Mr. Egan as a defendant. The Company believes
that this suit is without merit and intends to defend vigorously 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.

A lawsuit was filed on January 9, 1997 by Arena Development seeking a
determination as to the applicability of the Prevailing Wage Ordinance to the
construction of National Center. 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 National
Center 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 Company Ltd. 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 National Center and that
Arena Development Company Ltd. could continue without reference to the
ordinance. On February 21, 1997, the Seventeenth Judicial Circuit Court ruled
against the Company's complaint, finding that the Prevailing Wage Ordinance was
applicable. On March 18, 1998, in a 2-1 decision, the Fourth District Court of
Appeals affirmed the trial court's finding. On May 8, 1998, the Court of Appeals
denied the Company's motion for rehearing and the Company decided not to pursue
any further appeals. The Company estimates it will be liable for additional
construction costs of up to $6.5 million.

The Company is not presently involved in any other material legal
proceedings. However, the Company may from time to time become a party to legal
proceedings arising in the ordinary course of business, which are incidental to
the business. While the results of the legal proceedings described above and
other proceedings which arose in the normal course of business cannot be
predicted with certainty, management believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company's consolidated results of operations, consolidated cash
flows or consolidated financial position. However, unfavorable resolution of
each matter individually or in the aggregate could have a material affect on the
consolidated results of operations or cash flows for the periods in which they
are resolved.

ENVIRONMENTAL MATTERS

Under various federal, state, and local environmental 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. In
connection with the ownership and operation of its properties, the Company may
be potentially liable for any such costs. Phase I environmental site assessments
(the "Phase I Assessments") have been

F-26
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

obtained for the real property on which each of the Resort Facilities is
located. In addition, Phase II environmental assessments (the "Phase II
Assessments") have been conducted at several properties. Phase I Assessments are
intended to identify existing, potential and suspected environmental
contamination and regulatory compliance concerns, and generally include
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. Phase II Assessments involve the
sampling of environmental media, such as subsurface soil and groundwater, to
confirm whether contamination is present at areas of concern identified during
the course of a Phase I Assessment.

The Phase I and Phase II Assessments have not revealed any environmental
liability or compliance concerns that the Company believes would have a material
adverse effect on the Company's business, assets, results of operations or
liquidity of its Leisure and Recreation Business, nor is the Company aware of
any such material liability or concern. However, the environmental assessments
have revealed the presence of limited areas of contamination on the properties,
some of which will require remediation. The environmental assessments have also
identified operations that are not strictly in compliance with applicable
environmental laws or that will need to be upgraded to remain in compliance with
applicable environmental laws (including underground storage tanks at a few of
the properties). The most significant area of contamination identified by the
Phase I and Phase II Assessment involves an area within the maintenance area of
Rolling Hills used when mixing pesticides and herbicides. Pursuant to an
agreement with the former owner of Rolling Hills, the Company has the benefit of
an indemnity that the Company believes will defray the costs associated with the
investigation and remediation at this location.

13. LICENSE AND FRANCHISE AGREEMENTS

Upon the acquisition of Pier 66, the Company assumed the rights of the
franchise agreement with Hyatt Franchise Corporation. The franchise agreement
expires in November 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 equal to 5.0%
of gross room revenue. The franchise agreement also provides for the pro-rata
allocation of certain Hyatt "allocable chain expenses". Aggregate Hyatt fees and
expenses amounted to $1.3 million for the year ended June 30, 1998 and $398,000
for the period from the Pier 66 acquisition (March 4, 1997) to June 30, 1997.
The franchise agreement also requires maintenance of a customary reserve for
replacement of furniture, fixtures and equipment equal to 4.0% of gross room
revenue. All such cash has been utilized for its required purpose through June
30, 1998.

Upon the acquisition of Bahia Mar, the Company assumed the rights of a
ten-year license agreement with Radisson Hotels International, Inc.
("Radisson"). The terms of the agreement allow the Company to operate Bahia Mar
using the Radisson system. Annual fees payable to Radisson pursuant to the
agreement equal 5.0% of gross room sales. Fees paid to Radisson pursuant to the
license agreement totaled $422,000 for the year ended June 30, 1998 and $134,000
from the date of Bahia Mar's acquisition (March 4, 1997) to June 30, 1997.

14. MANAGEMENT AGREEMENTS

The Company is a party to the Pier 66 Management Agreement with Pier 66
Management pursuant to which Pier 66 Management operates Pier 66. The Pier 66
Management Agreement expires in March 2000 and provides for an annual management
fee of $500,000.

The Company is a party to the Bahia Mar Management Agreement with Bahia Mar
Management pursuant to which Bahia Mar Management operates Bahia Mar. The Bahia
Mar Management Agreement expires in March 2000 and requires annual fees equal to
2.0% of total revenue. Management fees under the

F-27
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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Bahia Mar Management Agreement totaled $394,000 and $127,000 for the years ended
June 30, 1998 and 1997, respectively, and are included as a component of
Selling, general and administrative expenses.

The Company is also a party to the Edgewater Resort Management Agreement
and Arizona Biltmore Management Agreement. The Edgewater Management Agreement
expires in October 1999 and requires annual fees equal to 2.0% of total revenue.
Management fees under the Edgewater Resort Management Agreement were not
material for the period from the date of acquisition through June 30, 1998. The
Arizona Biltmore Management Agreement expires in April 2008 and provides for an
annual management fee of $1.0 million through April 2001 and $500,000
thereafter.

15. RELATED PARTY TRANSACTIONS

It is the Company's policy to enter into transactions with related parties
on terms that, on the whole, are no less favorable than those which would be
available from unaffiliated parties.

The Company pays a management fee to Huizenga Holdings, Inc., a corporation
whose sole shareholder is the Company's Chairman, equal to 1% of total revenue,
excluding all NHL national television revenue, enterprise rights and expansion
fees. Such fees totaled approximately $2.9 million, $498,000 and $293,000 for
the years ended June 30, 1998, 1997 and 1996, respectively, and are reflected as
a component of Selling, general and administrative expenses in the accompanying
Consolidated Statements of Operations.

In August 1994, the Company's Chairman purchased a 50% interest in Leisure
Management International, Inc., ("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
$137,000, $120,000 and $109,000 for the years ended June 30, 1998, 1997 and
1996, respectively. The Company has also entered into an agreement with LMI to
manage the National Center, which is scheduled to open in October 1998.

In June 1993, the Company, along with an affiliate, Panthers Investment
Venture borrowed $20.0 million bearing interest at LIBOR plus .75% per annum for
the purpose of financing a portion of the NHL franchise fee. Following the
completion of the IPO, this note was repaid in full. In conjunction with the
IPO, the Chairman received in exchange for this note 4,149,710 shares of Class A
Common Stock and 255,000 shares of Class B Common Stock. Prior to the IPO, the
Company incurred related party interest expense of $1.6 million and $3.4 million
for the years ended June 30, 1997 and 1996, respectively.

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 Pier 66 and Bahia Mar for 8,400,000 shares of Class A Common Stock.
Four of the Company's directors collectively received 2,395,205 shares of the
Company's Class A Common Stock in connection with the acquisitions.

16. OPERATIONS BY BUSINESS SEGMENT

The Company is a holding company, operating in the United States, with
major business operations in the leisure and recreation and entertainment and
sports industries. The following table presents financial information relating
to the Company's business segments as of and for the years ended June 30 (in
000's):

1998 1997 1996
---------- -------- --------

Revenue:
Leisure and recreation.............................. $ 252,603 $ 17,567 $ --
Entertainment and sports............................ 43,586 36,695 34,087
---------- -------- --------
$ 296,189 $ 54,262 $ 34,087
========== ======== ========

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FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1998 1997 1996
---------- -------- --------

Amortization and depreciation:
Leisure and recreation.............................. $ 17,950 $ 1,459 $ --
Entertainment and sports............................ 5,168 4,239 9,815
Corporate........................................... 37 -- --
---------- -------- --------
$ 23,155 $ 5,698 $ 9,815
========== ======== ========
Operating income (loss):
Leisure and recreation.............................. $ 52,769 $ 4,053 $ --
Entertainment and sports............................ (17,503) (10,533) (20,057)
Corporate........................................... (9,814) (1,899) --
---------- -------- --------
$ 25,452 $ (8,379) $(20,057)
========== ======== ========
Capital expenditures:
Leisure and recreation.............................. $ 46,892 $ 419 $ --
Entertainment and sports............................ 530 1,058 140
Corporate........................................... 384 17 --
---------- -------- --------
$ 47,806 $ 1,494 $ 140
========== ======== ========
Assets:
Leisure and recreation.............................. $1,046,074 $533,493 $ --
Entertainment and sports............................ 76,441 65,338 47,760
Corporate........................................... 5,692 1,561 --
---------- -------- --------
$1,128,207 $600,392 $ 47,760
========== ======== ========

17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)

FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- ------- -------- -------

Revenue........................................... 1998 $ 32,949 $76,580 $105,752 $80,908
1997 1,167 14,216 21,754 17,125
Operating income (loss)........................... 1998 (9,246) 4,451 22,306 7,941
1997 (3,904) (2,556) 782 (2,701)
Net income (loss)................................. 1998 (12,157) 1,161 13,919 (1,650)
1997 (5,274) (3,525) 1,277 (2,738)
Basic and diluted income (loss) per share......... 1998 (0.38) 0.03 0.39 (0.05)
1997 (1.00) (0.37) 0.07 (0.10)

18. INCOME TAXES

There is no current or deferred tax expense for the years ended June 30,
1998, 1997 and 1996. The Company utilized net operating loss carryforwards in
1998 and was in a loss position in 1997 and 1996. The benefits of timing
differences have not previously been recorded.

The deferred tax consequences of temporary differences in reporting items
for financial statement and income tax purposes are recognized, if appropriate.
Realization of the future tax benefits related to the deferred tax assets is
dependent on many factors, including the Company's ability to generate taxable
income within the net operating loss carryforward period. Management has
considered these factors in reaching its conclusion as to the valuation
allowance for financial reporting purposes. The income tax effect of temporary

F-29
168
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

differences comprising the deferred tax assets and deferred tax liabilities on
the accompanying Consolidated Balance Sheets is set forth below (in 000's):

1998 1997
------ -------

Deferred tax assets:
Federal tax operating loss and general tax credit
carryforwards.......................................... $5,160 $ 6,193
Deferred revenue.......................................... 2,297 --
Depreciation and other.................................... -- 81
Deferred tax liabilities:
Depreciation and other.................................... (361) --
Valuation allowance....................................... (6,564) ( 6,274)
------ -------
Net deferred tax assets........................... $ 532 $ --
====== =======

A reconciliation between the statutory federal income tax expense and the
income tax expense at the Company's effective rate for the period ended June 30,
1998 and 1997 is set forth below (in 000's). No reconciliation is necessary for
the year ended June 30, 1996 as the Company was organized as a partnership.

1998 1997
------- -------

Computed expected income tax expense (benefit) based on
statutory federal income tax rate......................... $ 433 $(3,488)
State income taxes, net of federal benefit.................. (114) (873)
Non-deductible amortization................................. 507 165
Adjustments relating to business acquisitions............... (1,906) (2,521)
Other....................................................... 259 444
Increase in net operating loss carryforwards................ 821 6,273
------- -------
Provision for income taxes.................................. $ -- $ --
======= =======

The Company has available net operating loss carryforwards of approximately
$13.1 million for tax purposes to offset future taxable income. The net
operating loss carryforwards, if not fully utilized, begin to expire in 2012.

19. EMPLOYEE BENEFITS

Certain of the Company'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. The Company 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 Company matching contributions is at the rate of 20% each
year, after one year of plan participation, reaching 100% after five years. The
Company did not make any matching contributions during the years ended June 30,
1998, 1997 or 1996.

Boca Resort has in place a 401(a) Plan (the "Boca Plan") for which
substantially all of Boca Resort's employees are eligible to participate. The
Boca Plan allows participants to contribute up to 16% of their total
compensation. The Company is required to contribute 50% of the first 6% of the
employee's earnings. The Company has until December 31, 1998 to bring the Boca
Plan into compliance with IRS coverage regulations.

The Club's NHL hockey players are covered under the NHL Club Pension Plan
and Trust (the "Pension Plan") which is administered by the NHL and represents a
multi-employer defined contribution plan. The Club's contributions to the
Pension Plan totaled $148,000, $157,000 and $180,000 for the years ended June
30, 1998, 1997 and 1996, respectively.

F-30
169
FLORIDA PANTHERS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has commercial insurance coverage to cover employees' (other
than players and coaches) 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 Company pays 100% of the premiums.

20. SUBSEQUENT EVENT

In August 1998, the Company closed in escrow, subject to receiving certain
zoning approvals, on approximately 200 acres of undeveloped land located in
Collier County, Florida for $19.7 million.

F-31
170

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-32
171

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 LLP

Fort Lauderdale, Florida,
April 19, 1996

F-33
172

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-34
173

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-35
174

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, 1997.............. $ 83,424 $ 8,258,887 $100 $ 8,342,411
======== =========== ==== ===========

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

F-36
175

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-37
176

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
Hyatt Regency 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

F-38
177
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-39
178
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-40
179
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-41
180
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...................................... --

F-42
181
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-43
182

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-44
183

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-45
184

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-46
185

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-47
186

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-48
187

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
Radisson 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-49
188
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-50
189
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-51
190
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:

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

(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 Panthers Holdings, 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-52
191

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-53
192

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-54
193

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-55
194

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-56
195

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-57
196

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-58
197

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-59
198
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-60
199
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-61
200
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-62
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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-63
202
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-64
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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-65
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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-66
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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-67
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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-68
207
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-69
208
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.

F-70
209

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Partners of
LeHill Partners L.P.:

We have audited the accompanying consolidated balance sheet of LeHill
Partners L.P. and consolidated entities (a Delaware limited partnership) as of
December 31, 1996, and the related consolidated statements of operations,
changes in partners' capital 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LeHill Partners L.P. and
consolidated entities as of December 31, 1996, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
September 11, 1997.

F-71
210

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(IN THOUSANDS)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................. $ 8,819
Deposit held in escrow with closing agent................. 142
Restricted investments.................................... 3,600
Accounts receivable, net of allowance for doubtful
accounts of $179....................................... 1,603
Inventories............................................... 710
Mortgage notes receivable, current portion................ 1,683
Prepaid expenses and other assets......................... 932
-------
Total current assets................................... 17,489
PROPERTY AND EQUIPMENT, AT COST:
Land...................................................... 986
Building and improvements................................. 6,885
Furniture and equipment................................... 3,134
-------
11,005
Less accumulated depreciation............................. 1,094
-------
Property and equipment, net............................ 9,911
MORTGAGE NOTES RECEIVABLE, NONCURRENT PORTION............... 2,054
CASH AND CASH EQUIVALENTS RESTRICTED FOR FUTURE MAJOR
REPAIRS AND REPLACEMENTS.................................. 2,354
INVESTMENTS RESTRICTED FOR FUTURE MAJOR REPAIRS AND
REPLACEMENTS.............................................. 1,026
-------
Total assets...................................... $32,834
=======

LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 1,909
Accrued payroll expenses.................................. 757
Accrued property tax expenses............................. 368
Deferred revenue.......................................... 2,173
Due to unit owners........................................ 151
Due to former AUO manager................................. 640
-------
Total current liabilities......................... 5,998
MINORITY INTEREST IN CONSOLIDATED ENTITIES.................. 5,005
PARTNERS' CAPITAL........................................... 21,831
-------
Total liabilities and partners' capital........... $32,834
=======

The accompanying notes to consolidated financial statements are an integral part
of this balance sheet.

F-72
211

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

REVENUE:
Resort operations
Rooms.................................................. $ 19,394
Food and beverage...................................... 13,684
Other departments...................................... 3,844
Other income........................................... 784
--------
Total resort operations........................... 37,706
Interest income........................................... 1,102
Excess of proceeds received over basis of mortgages....... 1,033
Excess distribution proceeds received..................... 1,152
Other..................................................... 61
--------
Total revenue..................................... 41,054
--------
EXPENSES:
Resort operations
Cost of sales.......................................... 4,624
Payroll and related expenses........................... 8,096
Property operations and maintenance.................... 2,159
Other operating and administrative expenses............ 8,809
Management fees........................................ 1,410
Marketing.............................................. 2,908
Depreciation and amortization.......................... 912
Real estate taxes...................................... 352
--------
Total resort operations........................... 29,270
Other expenses............................................ 100
--------
Total expenses.................................... 29,370
--------
INCOME BEFORE MINORITY INTEREST............................. 11,684
MINORITY INTEREST IN OPERATIONS OF CONSOLIDATED ENTITIES.... (4,679)
--------
NET INCOME.................................................. 7,005
PRO FORMA ADJUSTMENT TO REFLECT INCOME TAXES................ (2,702)
--------
PRO FORMA NET INCOME........................................ $ 4,303
========

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

F-73
212

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

PARTNERS' CAPITAL, January 1, 1996.......................... $28,648
Distributions............................................. (13,822)
Net income................................................ 7,005
-------
PARTNERS' CAPITAL, December 31, 1996........................ $21,831
=======

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

F-74
213

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations................................ $ 7,005
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 912
Provision for doubtful accounts........................ 19
Minority interest in operations of consolidated
entities.............................................. 4,679
Change in assets and liabilities:
Accounts receivable.................................. 1,600
Inventories.......................................... (43)
Prepaid expenses and other assets.................... 822
Accounts payable and accrued expenses................ 417
Deferred revenue..................................... 377
-------
Net cash provided by operating activities......... 15,788
-------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit held in escrow with closing agent................. (142)
Acquisition of mortgage notes receivable.................. (690)
Repayment of mortgage notes receivable.................... 2,977
Additions to property and equipment....................... (3,204)
Increase in cash restricted for future major repairs and
maintenance............................................ (2,287)
Sale of restricted marketable securities.................. 2,401
Purchase of marketable securities......................... (3,202)
Decrease in other assets.................................. 19
-------
Net cash used in investing activities............. (4,128)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners................................. (13,822)
Decrease in due to unit owners............................ (1,882)
Distributions to minority partners........................ (2,084)
Payments made on behalf of minority partners.............. (983)
-------
Net cash used in financing activities............. (18,771)
-------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (7,111)
CASH AND CASH EQUIVALENTS, beginning of year................ 15,930
-------
CASH AND CASH EQUIVALENTS, end of year...................... $ 8,819
=======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest............................................... $ 30
=======
Income taxes........................................... $ 77
=======
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Debt reclassified to deferred revenue..................... $ 483
=======
Acquisition of units of hotel and reduction of mortgage
notes receivable through foreclosures and deeds in lieu
of foreclosure......................................... $ 6,504
=======

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

F-75
214

LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. BACKGROUND OF THE PARTNERSHIP AND OPERATIONS:

The accompanying consolidated financial statements of LeHill Partners L.P.
(the "Partnership") consist of the accounts of the Partnership and the combined
financial statements of the accounts maintained by the Registry Hotel
Corporation for the individual unit owners of the Registry Hotel at Pelican Bay
("Registry Resort") and the Association of Unit Owners of the Registry Hotel at
Pelican Bay, Inc. ("AUO"). The Partnership owned a 60% interest in the AUO as of
December 31, 1996. All material intercompany transactions and balances have been
eliminated in consolidation.

The Partnership was formed on February 22, 1995 by Pelican Hill Associates,
L.P. ("Pelican Hill"), the sole general partner, ResortHill, Inc. ("RHI"),
LW-LP, Inc. ("LW-LP") and Blakely Capital Inc. ("Blakely") to acquire 100% of
the participation interests in approximately 319 first mortgages collateralized
by the property and 18 condominium units in the 474-unit Registry Resort located
in Naples, Florida. The Partnership owned 283 of the condominium units and held
60 first mortgages at December 31, 1996. The Partnership Agreement, as amended,
provides for income allocations, additional capital contributions, and
distributions among the partners.

The Partnership is a member of the AUO, a nonresidential hotel condominium
association, and has entered into an Agency Agreement under which the revenue of
Registry Resort and the commercial units are pooled and allocated to the
investors after deducting operating expenses and management fees.

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

For the purpose of these statements, the Partnership's policy is to
consider all highly liquid instruments with original maturities of three months
or less to be cash equivalents.

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories consist of food, beverage and operating supplies.

(d) Depreciation

Depreciation is generally computed using the straight-line method over the
estimated economic lives of five years for personal property, and principally 40
years for buildings and improvements.

(e) Property and Equipment

Property and equipment are carried at cost. Repairs and maintenance costs
are charged to operations as incurred. Significant betterments and improvements
are capitalized and depreciated over their estimated economic lives.

(f) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and

F-76
215
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996

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 these estimates.

(g) Investments and Cash and Cash Equivalents Restricted For Future Major
Repairs and Replacement

Pursuant to the AUO's governing documents, funds are required to be
reserved for future major repairs and replacements. Reserved funds are to be
held in separate accounts and are unable to be used for expenditures for normal
operations.

(h) Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, investments, receivables,
other assets, accounts payable and accrued expenses and deferred revenue
approximates fair value because of the short maturity of these instruments.

Fair value estimates are made at a specific point in time, based on
relevant market information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment, and therefore cannot be determined with precision. The assumptions
used have a significant effect on the estimated amounts reported.

3. INCOME TAXES

No provision for income taxes has been made in the accompanying
consolidated financial statements as the liability for such taxes is that of the
partners of the Partnership and the unit owners of Registry Resort. Since the
AUO is a nonresidential hotel condominium association, nonexempt and investment
income are subject to tax at normal corporate rates. The accompanying
consolidated statement of operations includes pro forma adjustments to reflect
the income tax provision which would be incurred if the Partnership were a
taxable corporation.

4. MORTGAGE NOTES RECEIVABLE

On February 24, 1995, the Partnership acquired a majority participation
interest in 319 mortgage loans collateralized by Registy Resort of which 87.56%
and 12.44% of their interests were acquired from the Resolution Trust
Corporation and affiliates, respectively. The promissory notes acquired by the
Partnership, which had an aggregate outstanding balance of principal and accrued
interest at closing of $56.5 million were purchased by the Partnership for $27.3
million. These notes receivable represent recourse first mortgage loans
requiring monthly payments of principal and interest with varying maturities of
30 years from dates of original execution. The interest rate is adjusted every
five years based on the average yield of United States Treasury Securities,
five-year maturities, plus 3%. The balance of the Partnership's net mortgage
notes receivable at December 31, 1996 is as follows (in 000's):

Current principal balance plus unamortized accrued interest
at date of acquisition.................................... $ 9,597
Difference between principal and accrued interest at date of
acquisition and acquisition price......................... (5,860)
-------
Total mortgage notes receivable............................. 3,737
Less current portion........................................ (1,683)
-------
Long-term portion of mortgage notes receivable.............. $ 2,054
=======

F-77
216
LEHILL PARTNERS L.P. AND CONSOLIDATED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996

Payments of interest and principal related to mortgage notes receivable
totalled $1.0 million during the year ended December 31, 1996.

5. RELATED PARTY TRANSACTIONS

Pursuant to the terms of the partnership agreement, an asset management fee
of $120,000 for the year ended December 31, 1996 was paid to RHI, as a
co-general partner of Pelican Hill.

6. MANAGEMENT AGREEMENTS

Registy Resort is operated under a management agreement between Property
Directions, Inc., AUO's manager, and the Registry Hotel Corporation, as
operator. The agreement provides for a basic management fee equal to 2.5% of the
"Basic Fee Base" (as defined) and an incentive fee of 20% of the "Incentive Fee
Base" (as defined).

During 1996, the AUO incurred the following management fees (in 000's):

Basic management fees....................................... $ 929
Incentive fee............................................... 237
AUO manager fees............................................ 124
------
$1,290
======

The agreement provides a separate fee of up to 1% of guest-room revenue for
actual expenses incurred related to advertising of Registry Resort ("license
fee"). The license fee totaled approximately $194,000 for the year ended
December 31, 1996 and is included in management fees in the accompanying
consolidated statement of operations.

7. EXCESS DISTRIBUTION PROCEEDS RECEIVED

Prior to 1996, the Company had a right to certain funds held in escrow for
unit owners which were derived from the operations of Registry Resort. These
funds were released in 1996 and are recorded as excess distribution proceeds
received in the accompanying consolidated statement of operations.

8. SUBSEQUENT EVENTS

On May 19, 1997, the sole shareholder of RHI, (a co-general partner of
Pelican Hill), agreed to purchase the entire interests of LW-LP and certain of
the other partners of Pelican Hill for a purchase price of approximately $72
million subject to an adjustment to reflect changes in the closing date, the
capital contributions needed to close current condominium purchases, or a change
in the current number of condominium units under contract for sale to Florida
Panthers Holdings, Inc.

Pursuant to the Merger Agreement consummated on August 13, 1997, Florida
Panthers Holdings, Inc. acquired interests constituting approximately 68% of
Registry Resort in exchange for approximately $75.5 million in cash, together
with 918,174 shares and warrants to purchase 325,000 shares of the Company's
Class A Common Stock.

F-78
217

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Biltmore Hotel Partners

We have audited the balance sheets of Biltmore Hotel Partners (an Arizona
General Partnership), as of December 31, 1997 and 1996, and the related
statements of income, partners' capital (deficit), and cash flows for each of
the three years in the period ended December 31, 1997. 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 Biltmore Hotel Partners (an
Arizona General Partnership) as of December 31, 1997 and 1996, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

Phoenix, Arizona
February 5, 1998, except for Note 8 as to which the date is March 2, 1998

F-79
218

BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

BALANCE SHEETS
(IN THOUSANDS)

DECEMBER 31,
-------------------
1997 1996
-------- --------

ASSETS
Current assets:
Cash and cash equivalents................................... $ -- $ 765
Accounts receivable, net of allowance for doubtful accounts
of $1,212 in 1997 and $941 in 1996........................ 6,739 5,964
Due from related parties.................................... -- 123
Inventories................................................. 1,083 984
Prepaid expenses............................................ 209 67
Reserve funds............................................... 896 967
-------- --------
Total current assets........................................ 8,927 8,870
-------- --------
Property and equipment:
Land and land improvements.................................. 14,344 14,345
Building and improvements................................... 39,608 39,484
Furniture, fixtures and vehicles............................ 27,387 25,171
Equipment under capital leases.............................. 1,459 1,459
China, linen, silverware, glassware and uniforms............ 981 981
-------- --------
83,779 81,440
Less accumulated depreciation and amortization.............. (23,428) (17,751)
-------- --------
60,351 63,689
-------- --------
Other assets:
Intangible assets, net of accumulated amortization of $5,150
in 1997 and $4,336 in 1996................................ 2,759 3,609
Reserve funds............................................... -- 1,489
Other....................................................... 7 7
-------- --------
2,766 5,105
-------- --------
$ 72,044 $ 77,664
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and bank overdraft......................... $ 3,918 $ 1,986
Accrued expenses and other liabilities...................... 7,658 5,967
Current maturities of capital lease obligations............. 25 428
Current maturities of mortgage notes payable................ 1,235 1,137
Due to related parties...................................... 249 382
-------- --------
Total current liabilities................................... 13,085 9,900
-------- --------
Mortgage note payable, net of current maturities............ 62,192 63,328
Capital lease obligations, net of current maturities........ -- 26
Partners' capital (deficit)................................. (3,233) 4,410
-------- --------
$ 72,044 $ 77,664
======== ========

See accompanying notes.

F-80
219

BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

STATEMENTS OF INCOME
(IN THOUSANDS)

YEARS ENDED DECEMBER 31,
---------------------------
1997 1996 1995
------- ------- -------

Revenues
Rooms..................................................... $26,068 $25,348 $21,835
Food and beverage......................................... 24,196 20,676 17,378
Other operating revenues.................................. 7,021 6,769 5,607
------- ------- -------
57,285 52,793 44,820
------- ------- -------
Departmental costs and expenses
Rooms..................................................... 5,699 5,167 4,052
Food and beverage......................................... 13,198 12,108 10,503
Other operating costs..................................... 3,136 2,728 2,749
------- ------- -------
22,033 20,003 17,304
------- ------- -------
Gross operating income...................................... 35,252 32,790 27,516
------- ------- -------
Undistributed operating expenses
Administrative and general................................ 4,394 5,097 4,122
Marketing................................................. 4,290 3,927 3,767
Energy.................................................... 1,539 1,506 1,545
Property operation and maintenance........................ 2,719 2,537 2,379
------- ------- -------
12,942 13,067 11,813
------- ------- -------
Income before other charges................................. 22,310 19,723 15,703
Other charges
Management fees........................................... 841 540 446
Property taxes, insurance and rent........................ 2,293 2,302 2,336
Interest expense.......................................... 5,292 4,908 4,311
Depreciation and amortization............................. 6,491 6,438 6,070
Other..................................................... 206 122 344
------- ------- -------
Net income before extraordinary loss........................ 7,187 5,413 2,196
Extraordinary loss from early extinguishment of debt........ -- 653 --
------- ------- -------
Net income.................................................. $ 7,187 $ 4,760 $ 2,196
======= ======= =======

See accompanying notes.

F-81
220

BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)

W&S/W&S INVESTMENTS AZB LIMITED PARTNERSHIP
-------------------------------------------------- -------------------------------------
ACCUMULATED
PREFERRED PREFERRED CAPITAL CAPITAL CAPITAL ACCUMULATED
RETURN CAPITAL CONTRIBUTION (DEFICIT) CONTRIBUTION DEFICIT TOTAL
--------- --------- ------------ ----------- ------------ ----------- --------

Balance, December 31,
1994...................... $ (472) $ 22,000 $ 8,000 $(4,836) $ 8,000 $(6,337) $ 26,355
Distributions............... -- -- (2,180) -- (2,180) -- (4,360)
Unpaid preferred return..... (133) -- -- -- -- -- (133)
Distribution of preferred
return.................... (1,473) -- -- -- -- -- (1,473)
Net income.................. -- -- -- 1,679 -- 517 2,196
------- -------- ------- ------- ------- ------- --------
Balance, December 31,
1995...................... (2,078) 22,000 5,820 (3,157) 5,820 (5,820) 22,585
Contributions............... -- -- -- -- 10 -- 10
Distribution of preferred
capital................... -- (22,000) -- -- -- -- (22,000)
Distribution of preferred
return.................... (945) -- -- -- -- -- (945)
Net income.................. -- -- -- 2,565 -- 2,195 4,760
------- -------- ------- ------- ------- ------- --------
Balance, December 31,
1996...................... (3,023) -- 5,820 (592) 5,830 (3,625) 4,410
Distributions............... -- -- (7,415) -- -- (7,415) (14,830)
Net income.................. -- -- -- 3,594 -- 3,593 7,187
------- -------- ------- ------- ------- ------- --------
Balance, December 31,
1997...................... $(3,023) $ -- $(1,595) $ 3,002 $ 5,830 $(7,447) $ (3,233)
======= ======== ======= ======= ======= ======= ========

See accompanying notes.

F-82
221

BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

YEARS ENDED DECEMBER 31,
------------------------------
1997 1996 1995
-------- -------- --------

Cash flows from operating activities
Net income.................................................. $ 7,187 $ 4,760 $ 2,196
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization............................. 6,491 6,439 6,070
Changes in assets and liabilities
Accounts receivable.................................... (774) (1,796) 546
Due from related parties............................... 123 (123) --
Inventories............................................ (100) (189) 142
Prepaid expenses....................................... (142) 165 (26)
Current reserve funds.................................. 1,560 (967) --
Other assets........................................... 36 (29) 154
Accounts payable and bank overdraft.................... 1,932 627 (385)
Due to related parties................................. (132) 172 210
Accrued expenses and other liabilities................. 1,690 (1,716) 1,746
-------- -------- --------
Net cash provided by operating activities................... 17,871 7,343 10,653
-------- -------- --------
Cash flows from investing activities
Purchases of property and equipment......................... (2,339) (2,347) (2,942)
Reserve funds for property and equipment replacement........ -- (1,489) --
-------- -------- --------
Net cash used in investing activities....................... (2,339) (3,836) (2,942)
-------- -------- --------
Cash flows from financing activities
Net proceeds from refinancing............................... -- 14,271 --
Payment of refinance costs.................................. -- (813) --
Payment of principal on note payable........................ (1,039) (706) (199)
Payment of preferred return................................. -- (1,078) (1,732)
Payment of preferred capital................................ -- (22,000) --
Net decrease in capital lease obligations................... (428) (468) (427)
Capital contributions....................................... -- 10 --
Capital distributions....................................... (14,830) -- (4,360)
-------- -------- --------
Net cash used in financing activities....................... (16,297) (10,784) (6,718)
-------- -------- --------
Net increase (decrease) in cash............................. (765) (7,277) 993
Cash at beginning of year................................... 765 8,042 7,049
-------- -------- --------
Cash at end of year......................................... $ -- $ 765 $ 8,042
======== ======== ========
Supplemental disclosure of cash flow information
Cash paid for interest...................................... $ 4,856 $ 4,766 $ 4,212
======== ======== ========

See accompanying notes.

F-83
222

BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(IN THOUSANDS)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Biltmore Hotel Partners, an Arizona general partnership (the Partnership),
was formed on June 8, 1992 for the purpose of acquiring, owning, operating and
renovating the Arizona Biltmore Hotel (the Hotel), a resort hotel located in
Phoenix, Arizona. The Partnership was formed by AZB Limited Partnership, a
Delaware limited partnership (AZB) and Aoki Realty Corporation of Arizona, an
Arizona corporation and wholly owned subsidiary of Aoki Corporation, a Japanese
corporation (Aoki Arizona and Aoki, respectively). AZB and AZ Biltmore Hotel (AZ
Biltmore), an Arizona limited partnership and general partner of AZB, are
responsible for the administration of the partnership, including all accounting
and record keeping.

On May 12, 1995, W&S Hotel Holding Corp, a wholly owned subsidiary of W&S
Hotel L.L.C., acquired all of the outstanding capital stock of Westin Hotel
Company (Westin) from Aoki. Concurrently, W&S Arizona Corp., also a wholly owned
subsidiary of W&S Holding Corp., acquired all the issued and outstanding stock
of Aoki Arizona. Subsequently, Aoki Arizona changed its name to W&S Realty
Corporation of Arizona (W&S).

On February 14, 1997 W&S Realty Investment Group L.L.C., an Arizona limited
liability company and an affiliate of AZB (W&S Investments), acquired the
interest of W&S Realty Corporation of Arizona in the Partnership as of January
1, 1997.

On December 19, 1997 the Partnership entered into a contribution and
exchange agreement to admit Wright-Bilt Corp, a Delaware corporation
(Wright-Bilt) and a wholly owned subsidiary of Florida Panthers Holdings, Inc.,
a Delaware corporation (NYSE:PAW) to the Partnership. Upon the admission of
Wright-Bilt to the Partnership, the Partnership will be converted to a limited
liability limited partnership in which AZB and Wright-Bilt will be the general
partners and AZB will be the managing general partner. (See Note 8.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements include the consolidated accounts of the Hotel and
the restaurants and other facilities wholly owned by the Partnership. The
Partnership is also affiliated with the operation of a rental pool with respect
to certain units of the Arizona Biltmore Hotel Villas Condominiums (Villas)
located on property adjacent to the Hotel. Cash receipts generated from rental
of the Villas are processed by the front desk system of the Hotel and then
subsequently transferred to AZB for payment of a management fee and distribution
of payments to Villas owners. The balance sheet and related statement of
operation and cash flow for this affiliated operation are not included in these
financial statements.

Cash and Cash Equivalents

Cash and cash equivalents includes amounts in-house, amounts in demand
depository accounts, and liquid investments with maturities at date of purchase
of 90 days or less.

Inventories

Inventories consist of food, beverage, operating supplies and retail store
merchandise, and are stated at the lower of cost or market. Cost is primarily
determined using the first-in, first-out method.

F-84
223
BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

Reserve Funds

Reserve Funds represent amounts on deposit with the Partnership's lender
relating to property taxes, insurance and future furniture, fixture and
equipment expenditures (see Note 2).

Property and Equipment

During 1996, the Partnership adopted SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Impaired assets are written down to fair value. At December 31,
1997 and 1996, the Partnership does not hold any assets that meet the impairment
criteria of SFAS No. 121.

Property and equipment are recorded at cost and are depreciated using the
straight-line method over their estimated useful lives as follows:

ASSETS USEFUL LIVES
- ------ ------------

Buildings and improvements.................................. 35 years
Land improvements........................................... 15 years
Furniture, fixtures and vehicles............................ 3 - 12 years
China, linen, silverware, glassware and uniforms............ 5 years

One-half of the allocated costs of china, linen, silverware, glassware and
uniforms purchased on June 8, 1992 has been amortized over five years. The
remaining balance will be maintained as par stock. Subsequent purchases of such
items are expensed.

Intangibles

Intangibles represent principally the estimated value of established
bookings, which are being amortized over a five year period, and the estimated
value of certain contracts with third parties, which are being amortized over
the terms of the related contracts, at the date of acquisition of the Hotel by
the Partnerships in 1992.

Financial Instruments

The carrying amount of receivables, accounts payable and accrued expenses,
and the notes and loans payable approximates their fair value.

Income Taxes

No federal or state income taxes are payable by the Partnership and none
have been provided in the accompanying combined financial statements. The
partners are to include their respective share of taxable income or loss in
their respective separate federal and state income tax returns.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

F-85
224
BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

2. MORTGAGE NOTES PAYABLE

During June 1996, the Partnership executed four notes payable to lenders
totaling $65,000. These notes are secured by a Deed of Trust, Security
Agreement, Assignment of Rents and Revenues and Fixture Filing with respect to
the real and personal property of the Partnership related to the ownership and
operation of the Hotel and other related security documents including a Pledge
and Security Agreement and a Security Agreement. A substantial portion of the
proceeds from the notes were used to repay the Partnership's previous mortgage
note discussed below. The notes require monthly payments of principal and
interest totaling $534 and mature on July 1, 2016. Interest is payable at the
rate of 8.25% per annum.

The Pledge and Security Agreement requires the Partnership to deposit 2.5%
of the preceding month's gross revenue of the Hotel into a security account for
future furniture, fixture and equipment expenditures. During 1997 and 1996 the
Partnership deposited $1,422 and $1,489 or 2.5% and 3.0%, respectively, of the
1997 and 1996 annual gross revenues of the Hotel into the security account and
withdrew $2,912 from the account in 1997. The balance of this fund is recorded
as Other Assets -- Reserve Funds on the accompanying balance sheet as of
December 31, 1997.

In addition to the reserve for future furniture, fixture and equipment
expenditures, the Security Agreement requires the Partnership to deposit into a
second security account amounts related to the payment of property taxes and
insurance. The Partnership has on deposit $896 and $967 in this security account
as of December 31, 1997 and 1996, respectively. These amounts are recorded as
Current Assets -- Reserve Funds on the accompanying balance sheets.

Prior to June 1996, the mortgage note payable was due to The Equitable Life
Assurance Society of the United States and was collateralized by the assets of
the Hotel. All principal and unpaid interest relating to the note was due June
7, 2002. Prepayment of the note was permitted, however, a prepayment premium of
the lessor of (i) 3% of the principal amount being prepaid, or (ii) a Yield
Maintenance Payment, as defined in the note, was required. The Partnership paid
a prepayment penalty of $1,522 related to the early payoff of this note in June
1996. At the same time, the Partnership recognized as income previously accrued
interest of $869 relating to the notes graduated interest rate. The net of these
two amounts has been classified as an extraordinary item, during the year ended
December 31, 1996.

Future minimum principal payments on the notes payable for the years ended
December 31 are as follows:

1998........................................................ $ 1,235
1999........................................................ 1,341
2000........................................................ 1,455
2001........................................................ 1,580
2002........................................................ 1,716
Thereafter.................................................. 56,100
-------
$63,427
=======

3. MANAGEMENT AGREEMENT

The Partnership entered into a Marketing and Technical Services Agreement
(the Agreement) on August 1, 1994 through December 21, 2012 with Westin. The
Partnership has the right to extend the Agreement on the same terms and
conditions for up to 20 years. The Agreement provides for payments to Westin of
2% of the Hotel's monthly gross revenues during the first three years of the
Agreement and 4% thereafter. The Partnership incurred $1,038 and $890 in fees
under the Agreement during 1996 and 1995,

F-86
225
BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

respectively. Amounts payable under the Agreement at December 31, 1996 are
included in amounts due to related parties.

As of December 31, 1996, the Partnership terminated the Agreement with
Westin and entered into a new Marketing and Technical Services Agreement (the
W&S Agreement) with W&S Investments concurrently with W&S Investments'
acquisition of W&S's interest in the Partnership. The W&S Agreement expires on
December 31, 2012, can be extended by the Partnership for an additional period
of 20 years and provides for payments to W&S Investments of 2% of the Hotel's
monthly gross revenues through July 31, 1997 and 4% thereafter. The Partnership
incurred $1,683 in fees under the W&S Agreement during 1997. Amounts payable
under the W&S Agreement at December 31, 1997 are included in amounts due to
related parties.

The Partnership entered into an informal Management Services Agreement with
AZ Biltmore during the year ended December 31, 1994 (the MS Agreement). Under
the terms of the MS Agreement, the partnership pays AZ Biltmore a fee of 1% of
the Hotel's monthly gross revenues through July 31, 1997 and 2% of monthly gross
revenues thereafter. The Partnership incurred management fees of $841, $539 and
$446 to AZ Biltmore in 1997, 1996 and 1995, respectively. Amounts payable under
the MS Agreement at December 31, 1997 and 1996 are included in amounts due to
related parties.

4. LEASES

The Partnership has capital leases for a telephone system and cooling
system which expire at various times through August 1998. The Partnership also
has various operating leases for office equipment.

5. LITIGATION

The Partnership is currently involved in certain legal proceedings with the
Maricopa County Assessor related to the value of the Hotel for real property tax
purposes. In 1993, the Partnership contested the valuation of the Hotel for 1992
and paid the real estate taxes assessed for 1992 under protest. During the
appeal process, the valuation of the Hotel for 1992 was increased and the
Partnership accrued an additional $450 in real estate taxes pending the final
outcome of this litigation. During 1997, the Arizona Court of appeals remanded
the case to the trial court with directions to adjust the valuation of the Hotel
to reflect the value of intangibles included in the purchase price of the Hotel.

For 1993, 1994 and 1995, the Partnership has accrued real property taxes as
assessed, but paid these taxes under protest and appealed the valuation of the
Hotel. These proceedings have been stayed pending the outcome of the 1992
appeal.

Management of the Partnership is of the opinion that settlement of such
proceedings will not have a materially adverse effect on the financial position,
results of operations or cash flows of the Partnership.

6. PARTNERS' CAPITAL

Partner capital accounts are maintained for each Partner in accordance with
the terms of the Agreement of Partnership of Biltmore Hotel Partners, as amended
(the Partnership Agreement). Capital accounts include initial partner
contributions and have been increased by subsequent contributions and decreased
by subsequent cash distributions. Profits and losses are allocated under the
terms of the Partnership Agreement to the partners in a manner which causes each
partner's adjusted capital account balance to equal the amounts that would be
distributed to such partner if all the Partnership's assets were sold at book
value and the proceeds distributed.

F-87
226
BILTMORE HOTEL PARTNERS
(AN ARIZONA GENERAL PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS)

Under the terms of the Partnership Agreement, W&S was required to
contribute up to $30,000 for renovation of the Hotel which would be W&S
Preferred Capital as defined in the Partnership Agreement. All other capital
contributions by partners are subordinated to the W&S Preferred Capital. W&S
earned a preferred return on the Preferred Capital contributed, other than any
capital contributed to pay the W&S Preferred Return, computed as simple interest
at LIBOR plus 125 basis points. The Partnership Agreement provided that W&S was
to contribute additional Preferred Capital to pay the W&S Preferred Return if
cash flows from the operations of the Partnership were insufficient to pay the
Preferred Return. During 1996, the Partnership distributed to W&S the W&S
Preferred Capital and the balance of the W&S Preferred Return.

7. YEAR 2000 (UNAUDITED)

The Partnership is assessing the modification or replacement of its
software that may be necessary for its computer systems to function properly
with respect to dates in the year 2000 and thereafter. The Partnership does not
believe that the cost of either modifying existing software or converting to new
software will be significant, or that the year 2000 issue will pose significant
operational problems for its computer systems.

8. SUBSEQUENT EVENT

On March 2, 1998, an affiliate of Florida Panthers Holdings, Inc. acquired
a controlling ownership interest in the Arizona Biltmore Hotel pursuant to a
contribution and exchange agreement dated December 19, 1997 described in Note 1.

F-88
227

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Florida Panthers Holdings, Inc.

We have audited the accompanying Historical Summaries of Revenues and
Direct Operating Expenses of the Rental Pool Operations of the Biltmore Villas
(the Rental Pool), for the years ended December 31, 1997 and 1996. These
Historical Summaries are the responsibility of the management of the Rental
Pool. Our responsibility is to express an opinion on these Historical Summaries
based on our audits.

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

The Historical Summaries have been prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion in the Current Report on Form 8-K/A of Florida Panthers Holdings, Inc.
as described in Note 1, and are not intended to be a complete presentation of
the financial position and operations of the entity which manages the Rental
Pool.

In our opinion, the Historical Summaries referred to above present fairly
in all material respects, the revenues and direct operating expenses of the
Rental Pool Operations of the Biltmore Villas, as described in Note 1, for the
years ended December 31, 1997 and 1996, in conformity with generally accepted
accounting principles.

Ernst & Young LLP

Phoenix, Arizona
May 4, 1998

F-89
228

THE RENTAL POOL OPERATIONS OF THE BILTMORE VILLAS

HISTORICAL SUMMARIES OF REVENUES AND DIRECT OPERATING EXPENSES
(IN THOUSANDS)

YEARS ENDED DECEMBER 31,
------------------------
1997 1996
--------- ---------

Villa room revenues......................................... $ 6,413 $ 3,680
Credit card and travel agent commissions.................... (309) (170)
------- -------
Villa revenues.................................... 6,104 3,510
Revenue participation to villa owners....................... (3,018) (1,730)
------- -------
3,086 1,780
Direct operating expenses................................... (247) (129)
------- -------
Excess of revenues over direct operating expenses........... $ 2,839 $ 1,651
======= =======

See accompanying notes.

F-90
229

THE RENTAL POOL OPERATIONS OF THE BILTMORE VILLAS

NOTES TO HISTORICAL SUMMARIES OF REVENUES
AND DIRECT OPERATING EXPENSES
DECEMBER 31, 1997 AND 1996
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND BASIS OF PRESENTATION

The Rental Pool Operations of the Biltmore Villas (the Rental Pool)
represent the presentation of the operations of nightly rental of participating
condominium units (Villas) which are located adjacent to the Arizona Biltmore
Hotel, a resort hotel located in Phoenix, Arizona. The Villas are owned by
affiliated and unaffiliated individuals who have entered into agreements (the
Rental Pool Agreements) with AZ Biltmore Hotel Limited Partnership (the
Partnership) whereby the Villas are operated as hotel units and revenue
participation payments are paid to the Villas owners (see Note 3).

At December 31, 1997 and 1996, there were 61 and 41 Villas, respectively,
under management by the Partnership.

On January 1, 1998 the Partnership assigned the rights and obligations of
the Rental Pool Agreements to Biltmore Hotel Partners (BHP). On March 2, 1998,
an affiliate of Florida Panthers Holdings, Inc. acquired a controlling interest
in BHP. Thus, the accompanying Historical Summaries have been prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the Current Report on Form 8-K/A of Florida
Panthers Holdings, Inc. The Historical Summaries are not a complete presentation
of the financial position and operations of the Partnership for the years ended
December 31, 1997 and 1996, as no other assets, liabilities or operations of the
Partnership are applicable to the Rental Pool Agreements assigned to BHP.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of Historical Summaries in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts included in the Historical
Summaries and accompanying notes thereto. Actual results could differ from those
estimates.

Direct Operating Expenses

Direct operating expenses are primarily comprised of maintenance and
administrative costs.

3. REVENUE PARTICIPATION TO VILLA OWNERS

In accordance with individual Rental Pool Agreements, each Villa owner is
entitled to participate in the revenues generated from the rental of all Villa
units on a given day in proportion to the total number of Villa units
participating in the rental pool on that day. The Villa owners participation is
equal to 50 percent of net villa revenues (on a per-villa basis) up to $100
annually, and 35 percent of such net villa revenues in excess of $100.

F-91
230

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

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT
RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR BUY ANY NOTES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF MAY , 1999, EXCEPT AS
OTHERWISE NOTED.

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

TABLE OF CONTENTS
------------------------------

PAGE
-----

Where You Can Find More Information.. (iii)
Cautionary Notice Regarding Forward
Looking Statements................. (iv)
Summary.............................. 1
Risk Factors......................... 17
Use of Proceeds...................... 25
Exchange Offer....................... 25
Capitalization....................... 32
Selected Consolidated Historical
Financial Data..................... 33
Unaudited Condensed Consolidated Pro
Forma Financial Statements......... 35
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 43
Our Business......................... 57
Management........................... 71
Executive Compensation............... 76
Security Ownership of Certain
Beneficial Owners and Management... 79
Certain Relationships and
Transactions....................... 82
Description of Certain
Indebtedness....................... 84
Description of Notes................. 87
Registration Rights; Liquidated
Damages............................ 125
Plan of Distribution................. 127
Certain United States Federal Income
Tax Considerations................. 128
Legal Matters........................ 132
Experts.............................. 132
Index to Consolidated Financial
Statements......................... F-1

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

$340,000,000

LOGO

FLORIDA PANTHERS HOLDINGS, INC.

9 7/8% SENIOR SUBORDINATED
NOTES DUE 2009

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

PROSPECTUS
------------------
MAY , 1999

- ------------------------------------------------------
- ------------------------------------------------------
231

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation, as amended provides that the Company
shall indemnify to the fullest extent permitted by Section 145 of the DGCL, each
person who is involved in any litigation or other proceeding because such person
is or was a director or officer of the Company, against all expense, loss or
liability reasonably incurred or suffered in connection therewith. The Bylaws,
as amended, provide that a director or officer may be paid expenses incurred in
defending any proceeding in advance of its final disposition upon receipt by the
Company of an undertaking, by or on behalf of the director or officer, to repay
all amounts so advanced if it is ultimately determined that such director or
officer is not entitled to indemnification.

Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, if such
person acted in good faith and in a manner that 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, if he had no reason to believe his conduct
was unlawful. In a derivative action, (i.e., one brought by or on behalf of the
corporation), indemnification may be made only for expenses, actually and
reasonably incurred by any director or officer in connection with the defense or
settlement of such an action or suit, if such person acted in good faith and in
a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which the action or suit was brought shall
determine that the defendant is fairly and reasonably entitled to indemnity for
such expenses despite such adjudication of liability.

Pursuant to Section 102(b)(7) of the DGCL, the Certificate eliminates the
liability of a director to the corporation or its stockholders for monetary
damages for such breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) from any transaction from which the director
derived an improper personal benefit.

The Company has obtained primary and excess insurance policies insuring the
directors and officers of the Company and its subsidiaries against certain
liabilities they may incur in their capacity as directors and officers. Under
such policies, the insurer, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.

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

II-1
232

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A. Exhibits

EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------

3.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 -- SEC File No. 333-28951)
3.2 By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form
S-4 -- SEC File No. 333-28951)
4.1 Form of 9 7/8% Senior Subordinated Notes to be issued upon
consummation of the Exchange Offer (included as part of the
Indenture filed as Exhibit 4.4 hereto)
4.2 Senior Subordinated Guarantees dated April 21, 1999 of the
Guarantors (included as part of the Indenture filed as
Exhibit 4.4 hereto)
4.3 Indenture dated April 21, 1999, between the Company, the
Guarantors and The Bank of New York, including table of
contents and cross-reference table
4.4 Registration Rights Agreement dated April 21, 1999, between
the Company, the Guarantors and the Initial Purchasers
4.5 Credit Agreement, dated as of April 21, 1999, by and among
the Florida Panthers Hotel Corporation, the Initial Lenders
named therein, Bear, Stearns & Co. Inc., as Syndication
Agent, and Bankers Trust Company, as Administrative Agent.
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A.
12.1 Statement of Computation of Ratio of Earnings to Fixed
Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above)
24.1 Powers of Attorney (included as part of the signature page
hereto)
25.1 Form T-1 Statement of Eligibility of Trustee
99.1 Letter of Transmittal relating to the Exchange Offer
99.2 Notice of Guaranteed Delivery relating to the Exchange Offer

II-2
233

ITEM 22. UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value
of the 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% 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
on any material change to such information 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 the time shall be deemed to
be the initial bona fide offering thereof.

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

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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

II-3
234

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on the 6th day of May, 1999.

FLORIDA PANTHERS HOLDINGS, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Senior Vice President, Treasurer and
Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Pierce and Richard L. Handley as his
or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-4 and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:

SIGNATURES TITLE DATE
---------- ----- ----

/s/ H. WAYNE HUIZENGA Chairman of the Board (Principal May 6, 1999
- ---------------------------------------- Executive Officer)
H. Wayne Huizenga

/s/ RICHARD C. ROCHON Vice Chairman and President May 6, 1999
- ----------------------------------------
Richard C. Rochon

/s/ WILLIAM M. PIERCE Senior Vice President, Treasurer and May 6, 1999
- ---------------------------------------- Chief Financial Officer (Principal
William M. Pierce Financial Officer)

/s/ STEVEN M. DAURIA Vice President and Corporate May 6, 1999
- ---------------------------------------- Controller (Principal Accounting
Steven M. Dauria Officer)

/s/ STEVEN R. BERRARD Director May 6, 1999
- ----------------------------------------
Steven R. Berrard

/s/ DENNIS J. CALLAGHAN Director May 6, 1999
- ----------------------------------------
Dennis J. Callaghan

II-4
235

SIGNATURES TITLE DATE
---------- ----- ----

/s/ MICHAEL S. EGAN Director May 6, 1999
- ----------------------------------------
Michael S. Egan

/s/ CHRIS EVERT Director May 6, 1999
- ----------------------------------------
Chris Evert

/s/ HARRIS W. HUDSON Director May 6, 1999
- ----------------------------------------
Harris W. Hudson

/s/ GEORGE D. JOHNSON, JR. Director May 6, 1999
- ----------------------------------------
George D. Johnson, Jr.

/s/ HENRY LATIMER Director May 6, 1999
- ----------------------------------------
Henry Latimer

II-5
236

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
co-registrant has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Fort Lauderdale, State of Florida on May 6, 1999.

2301 MGT., LTD.

By: 2301 SE 17TH ST, INC., general
partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints William M. Pierce and
Richard L. Handley, and each of them, his or her true and lawful name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to the Registration Statement on Form S-4, and to
file the same, with all Exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that each said attorneys-in-fact and agents or any of them or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of 2301 Mgt., Ltd.,
by the following persons in the capacities indicated below at 2301 SE 17th St,
Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-6
237

SIGNATURES

2301 SE 17TH ST, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-7
238

SIGNATURES

2301 SE 17TH ST., LTD.

By: MGT., LTD., general partner

By: 2301 SE 17TH ST, INC., general
partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of 2301 SE 17th
St., Ltd., by the following persons in the capacities indicated below at 2301 SE
17th St, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-8
239

SIGNATURES

ARENA DEVELOPMENT COMPANY, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-9
240

SIGNATURES

ARENA DEVELOPMENT COMPANY, LTD.

By: ARENA DEVELOPMENT COMPANY, INC.,
general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Arena
Development Company, Ltd., by the following persons in the capacities indicated
below at Arena Development Company, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-10
241

SIGNATURES

ARENA OPERATING COMPANY, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-11
242

SIGNATURES

ARENA OPERATING COMPANY, LTD.

By: ARENA OPERATING COMPANY, INC.,
general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Arena Operating
Company, Ltd., by the following persons in the capacities indicated below at
Arena Operating Company, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-12
243

SIGNATURES

BILTMORE HOTEL PARTNERS, L.L.L.P.

By: WRIGHT-BILT CORP., general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Biltmore Hotel
Partners, L.L.L.P., by the following persons in the capacities indicated below
at Wright-Bilt Corp. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-13
244

SIGNATURES

BOCA BY DESIGN, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-14
245

SIGNATURES

BOCA RATON CATERERS, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-15
246

SIGNATURES

BOCA RATON RESORT AND CLUB, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-16
247

SIGNATURES

COYOTE HOLDINGS, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-17
248

SIGNATURES

DECOMA INVESTMENT, INC. I

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-18
249

SIGNATURES

DECOMA INVESTMENT, INC. II

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-19
250

SIGNATURES

DESERT JEWEL DESTINATIONS L.L.C.

By: BILTMORE HOTEL PARTNERS,
L.L.L.P., managing member

By: WRIGHT-BILT CORP.,
general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Desert Jewel
Destinations L.L.C., by the following persons in the capacities indicated below
at Wright-Bilt Corp. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-20
251

SIGNATURES

FLORIDA GOLF MANAGEMENT, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-21
252

SIGNATURES

FLORIDA HOSPITALITY SERVICES, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-22
253

SIGNATURES

FLORIDA PANTHERS HOCKEY CLUB, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-23
254

SIGNATURES

FLORIDA PANTHERS HOCKEY CLUB, LTD.

By: FLORIDA PANTHERS HOCKEY
CLUB, INC., general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Florida Panthers
Hockey Club, Ltd., by the following persons in the capacities indicated below at
Florida Panthers Hockey Club, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-24
255

SIGNATURES

FLORIDA PANTHERS HOTEL CORPORATION

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-25
256

SIGNATURES

FLORIDA PANTHERS ICE VENTURES, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-26
257

SIGNATURES

FLORIDA PANTHERS NAPLES, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-27
258

SIGNATURES

FPH MANAGEMENT, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-28
259

SIGNATURES

FPH/RHI MERGER CORP., INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-29
260

SIGNATURES

LEHILL PARTNERS L.P.

By: PELICAN HILL ASSOCIATES, L.P.,
general partner

By: RESORTHILL, INC., general
partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of LeHill Partners
L.P., by the following persons in the capacities indicated below at ResortHill,
Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-30
261

SIGNATURES

MIZNER CENTER, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-31
262

SIGNATURES

PANTHERS AHL HOCKEY CORP.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-32
263

SIGNATURES

PANTHERS BOCA GENERAL PARTNER, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-33
264

SIGNATURES

PANTHERS BOCA LIMITED PARTNER, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-34
265

SIGNATURES

PANTHERS BRGP CORPORATION

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-35
266

SIGNATURES

PANTHERS BRHC LIMITED

By: PANTHERS BRGP CORPORATION,
general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Panthers BRHC
Limited, by the following persons in the capacities indicated below at Panthers
BRGP Corporation and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-36
267

SIGNATURES

PANTHERS BRHC MANAGEMENT
CORPORATION

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-37
268

SIGNATURES

PANTHERS BRLP CORPORATION

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-38
269

SIGNATURES

PANTHERS EDGEWATER RESORT, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-39
270

SIGNATURES

PANTHERS GREY OAKS, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-40
271

SIGNATURES

PANTHERS PLANTATION GOLF, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-41
272

SIGNATURES

PANTHERS RPN LIMITED

By: PANTHERS EDGEWATER RESORT,
INC., general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Panthers RPN
Limited, by the following persons in the capacities indicated below at Panthers
Edgewater Resort, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-42
273

SIGNATURES

PELICAN HILL ASSOCIATES, L.P.

By: RESORTHILL, INC., general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Pelican Hill
Associates, L.P., by the following persons in the capacities indicated below at
ResortHill, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-43
274

SIGNATURES

PER, L.L.C.

By: PANTHERS EDGEWATER RESORT,
INC., managing member

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of PER, L.L.C., by
the following persons in the capacities indicated below at Panthers Edgewater
Resort, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-44
275

SIGNATURES

RAHN BAHIA, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-45
276

SIGNATURES

RAHN BAHIA MAR, G.P., LTD.

By: RAHN BAHIA MAR, INC.,
general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Rahn Bahia Mar,
G.P., Ltd., by the following persons in the capacities indicated below at Rahn
Bahia Mar, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-46
277

SIGNATURES

RAHN BAHIA MAR, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-47
278

SIGNATURES

RAHN BAHIA MAR, LTD.

By: RAHN BAHIA MAR, G.P., LTD.,
general partner

By: RAHN BAHIA MAR, INC.,
general partner

By: /s/ WILLIAM M. PIERCE
----------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed on behalf of Rahn Bahia Mar,
Ltd., by the following persons in the capacities indicated below at Rahn Bahia
Mar, Inc. and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-48
279

SIGNATURES

RAHN BAHIA MAR MGMT., INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-49
280

SIGNATURES

RAHN PIER, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

II-50
281

SIGNATURES

RAHN PIER MGT., INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

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282

SIGNATURES

RESORTHILL, INC.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

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283

SIGNATURES

WRIGHT-BILT CORP.

By: /s/ WILLIAM M. PIERCE
------------------------------------
William M. Pierce
Vice President and Sole Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ WILLIAM M. PIERCE Vice President and Sole Director May 6, 1999
- ---------------------------------------- (Principal Executive Officer)
William M. Pierce

/s/ STEVEN M. DAURIA Treasurer (Principal Financial and May 6, 1999
- ---------------------------------------- Accounting Officer)
Steven M. Dauria

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284

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------

3.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 -- SEC File No. 333-28951).
3.2 By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form
S-4 -- SEC File No. 333-28951).
4.1 Form of 9 7/8% Senior Subordinated Notes to be issued upon
consummation of the Exchange Offer (included as part of the
Indenture at Exhibit 4.4 hereto).
4.2 Senior Subordinated Guarantees dated April 21, 1999 of the
Guarantors (included as part of the Indenture filed as
Exhibit 4.4 hereto).
4.3 Indenture dated April 21, 1999, between the Company, the
Guarantors and The Bank of New York, including table of
contents and cross-reference table.
4.4 Registration Rights Agreement dated April 21, 1999, between
the Company, the Guarantors and the Initial Purchasers.
4.5 Credit Agreement, dated as of April 21, 1999, by and among
the Florida Panthers Hotel Corporation, the Initial Lenders
named therein, Bear, Stearns & Co. Inc., as Syndication
Agent and Bankers Trust Company, as Administrative Agent.
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A.
12.1 Statement of Computation of Ratio of Earnings to Fixed
Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above)
24.1 Powers of Attorney (included as part of the signature page
hereto)
25.1 Form T-1 Statement of Eligibility of Trustee
99.1 Letter of Transmittal relating to the Exchange Offer.
99.2 Notice of Guaranteed Delivery relating to the Exchange
Offer.

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