SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) - March 2, 1998
FLORIDA PANTHERS HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13173 65-0676005
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
450 East Las Olas Boulevard, Fort Lauderdale, Florida 33301
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(Address of Principal Executive Offices) (Zip Code)
(954) 712-1300
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(Registrants Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On March 2, 1998, Florida Panthers Holdings, Inc. (the "Company")
acquired a controlling ownership interest in the Arizona Biltmore Hotel
("Arizona Biltmore") pursuant to a contribution and exchange agreement, dated as
of December 19, 1997 (the "Contribution and Exchange Agreement"), by and among
the Company, Biltmore Hotel Partners, AZB Limited Partnership, W&S Realty
Investment Group L.L.C., Samuel Grossman, Charles Carlise, W. Matthew Crow, AZ
Biltmore Hotel Limited Partnership, Southwest Associates, El Camino Associates,
Grossman Investment Corp., and The Crow Irrevocable Trust.
The consideration paid by the Company to the sellers for their
ownership interests in the Arizona Biltmore as set forth in the Contribution and
Exchange Agreement includes: (i) warrants to purchase 500,000 shares of the
Company's Class A common stock, par value $ .01 per share, (the "Class A Common
Stock") exercisable at $24.00 per share, (ii) the assumption of $63.4 million of
debt, (iii) payment of $126 million in cash at closing and (iv) payment of $100
million with interest at a rate of 5% per annum which is payable at the election
of the seller, either in cash at any time from September 2, 1998 through March
2, 2000 or in shares of Class A Common Stock at a per share price of $26.00 at
any time from March 2, 1998 through March 2, 2008.
The transaction will be accounted for under the purchase method of
accounting. The description of the acquisition contained herein is qualified in
its entirety by reference to the Contribution and Exchange Agreement and the
press release which are attached hereto as Exhibits 10.1 and 99.1, respectively,
and which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired
In accordance with Item 7(a)(4) of Form 8-K,
financial statements of the business acquired shall
be provided pursuant to an Amendment to this Form 8-K
no later than May 16, 1998, unless "previously
reported", as such term is defined in Rule 12b-2 of
the Securities Exchange Act of 1934.
(b) Pro Forma Financial Information
Pro forma financial information shall be provided
pursuant to an Amendment to this Form 8-K no later
than May 16, 1998, unless "previously reported", as
such term is defined in Rule 12b-2 of the Securities
Exchange Act of 1934.
(c) Exhibits
Exhibit No. Description
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10.1 Contribution and Exchange Agreement
dated December 19, 1997 by and among
Florida Panthers Holdings, Inc.,
Wright-Bilt Corp., Biltmore Hotel
Partners, AZB Limited Partnership, W&S
Realty Investment Group L.L.C.,
Samuel Grossman, Charles Carlise, W.
Matthew Crow, AZ Biltmore Hotel
Limited Partnership, Southwest
Associates, El Camino Associates,
Grossman Investment Corp., and The
Crow Irrevocable Trust.
99.1 Press release dated March 3, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PANTHERS HOLDINGS, INC.
Date: March 5, 1998 By: WILLIAM M. PIERCE
William M. Pierce
Senior Vice President, Treasurer
and Chief Financial Officer