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POE & BROWN, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1998
PART I
ITEM 1. BUSINESS
General
Poe & Brown, Inc. (the "Company") is a general insurance agency
headquartered in Daytona Beach and Tampa, Florida that resulted from
an April 28, 1993 business combination involving Poe & Associates, Inc.
("Poe") and Brown & Brown, Inc. ("Brown"). Poe was incorporated in 1958
and Brown commenced business in 1939.
The Company is a diversified insurance brokerage and agency that
markets and sells primarily property and casualty insurance products
and services to its clients. Because the Company does not engage in
underwriting activities, it does not assume underwriting risks. Instead,
it acts in an agency capacity to provide its customers with targeted,
customized risk management products.
The Company is compensated for its services by commissions paid by
insurance companies and fees for administration and benefit consulting
services. The commission is usually a percentage of the premium paid by
an insured. Commission rates generally depend upon the type of insurance,
the particular insurance company, and the nature of the services provided
by the Company. In some cases, a commission is shared with other agents
or brokers who have acted jointly with the Company in a transaction. The
Company may also receive from an insurance company a contingent commission
that is generally based on the profitability and volume of business placed
with it by the Company over a given period of time. Fees are principally
generated by the Company's Service Division, which offers administration
and benefit consulting services primarily in the workers' compensation and
employee benefit markets. The amount of the Company's income from
commissions and fees is a function of, among other factors, continued new
business production, retention of existing customers, acquisitions, and
fluctuations in insurance premium rates and insurable exposure units.
Premium pricing within the property and casualty insurance
underwriting industry has been cyclical and has displayed a high
degree of volatility based on prevailing economic and competitive
conditions. Since the mid-1980s, the property and casualty insurance
industry has been in a "soft market" during which the underwriting
capacity of insurance companies expanded, stimulating an increase in
competition and a decrease in premium rates and related commissions and fees.
Significant reductions in premium rates occurred during the years 1987
through 1989 and continue, although to a lesser degree, through the
present. The effect of this softness in rates on the Company's revenues
has been somewhat offset by the Company's acquisitions and new business
production. The Company cannot predict the timing or extent of premium
pricing changes as a result of market fluctuations or their effect on the
Company's operations in the future.
The Company's activities are conducted in 19 locations throughout
Florida, three locations in Arizona, two locations in New Mexico and in
eight additional locations in California, Georgia, Indiana, New Jersey,
Nevada, Ohio, Pennsylvania, and Texas. Because the Company's business is
concentrated in Florida, the occurrence of adverse economic conditions or
an adverse regulatory climate in Florida could have a materially adverse
effect on its business, although the Company has not encountered such
conditions in the past.
The Company's business is divided into four divisions: (i) the Retail
Division; (ii) the National Programs Division; (iii) the Service Division;
and (iv) the Brokerage Division. The Retail Division is composed of
Company employees who market and sell a broad range of insurance products
to insureds. The National Programs Division works with underwriters to
develop proprietary insurance programs for specific niche markets. These
programs are marketed and sold primarily through independent agencies and
agents across the United States. The Company receives an override on the
commissions generated by these independent agencies. The Service Division
provides insurance-related services such as third-party administration and
consultation for workers' compensation and employee benefit markets. The
Brokerage Division markets and sells excess and surplus commercial
insurance, as well as certain niche programs, primarily through
independent agents.
The following table sets forth a summary of (i) the commission and
fee revenues realized from each of the Company's operating divisions for
each of the three years in the period ended December 31, 1998 (in thousands
of dollars), and (ii) the percentage of the Company's total commission and
fee revenues represented by each division for each of such periods:
1996 % 1997 % 1998 %
Retail Division (1) $ 75,964 61.5% $ 83,278 62.5% $ 98,382 65.4%
National Programs Division 25,732 20.8 24,845 18.6 25,043 16.6
Service Division 11,887 9.6 12,150 9.1 13,818 9.2
Brokerage Division 9,961 8.1 12,976 9.8 13,200 8.8
Total $123,544 100% $133,249 100% $150,443 100%
(1) Numbers and percentages for 1996 and 1997 have been restated to give
effect to the Company's acquisition of the outstanding stock of the
Daniel-James Insurance Agency in 1998.
Retail Division
The Company's Retail Division operates in eleven states and employs
approximately 893 persons. The Company's retail insurance agency business
consists primarily of selling and marketing property and casualty insurance
coverages to commercial, professional and, to a limited extent, individual
customers. The categories of insurance principally sold by the Company are:
Casualty insurance relating to legal liabilities, workers' compensation,
commercial and private
passenger automobile coverages, and fidelity and surety insurance; and
Property insurance against physical damage to property and resultant
interruption of business or extra expense caused by fire, windstorm or
other perils. The Company also sells and services all forms of group and
individual life, accident, health, hospitalization, medical and dental
insurance programs. Each category of insurance is serviced by insurance
specialists employed by the Company.
No material part of the Company's retail business depends upon a single
customer or a few customers. During 1998, fees and commissions received
from the Company's largest single Retail Division customer represented
less than 1% of the Retail Division's total commission and fee revenues.
In connection with the selling and marketing of insurance coverages, the
Company provides a broad range of related services to its customers, such
as risk management surveys and analysis, consultation in connection with
placing insurance coverages, and claims processing. The Company believes
these services are important factors in securing and retaining customers.
National Programs Divisions
The Company's National Programs Division tailors insurance products to
the needs of a particular professional or trade group, negotiates policy
forms, coverages and commission rates with an insurance company and, in
certain cases, secures the formal or informal endorsement of the
product by a professional association or trade group. Programs are
marketed and sold primarily through a national network of independent
agencies that solicit customers though advertisements in association
publications, direct mailings and personal contact. The Company also
markets a variety of these products through certain of its retail offices.
Under agency agreements with the insurance companies that underwrite these
programs, the Company often has authority to bind coverages, subject to
established guidelines, to bill and collect premiums and, in some cases,
to process claims.
The Company is committed to ongoing market research and development of
new proprietary programs. The Company employs a variety of methods,
including interviews with members of various professional and trade groups
to which the Company does not presently offer insurance products, to assess
the coverage needs of such professional associations and trade groups.
If the initial market research is positive, the Company studies the
existing and potential competition and locates potential carriers for the
program. A proposal is then submitted to and negotiated with a selected
carrier and, in many instances, a professional or trade association from
which endorsement of the program is sought. New programs are introduced
through written communications, personal visits with agents, placements of
advertising in trade publications and, where appropriate, participation in
trade shows and conventions.
Professional Groups. The professional groups serviced by the National
Programs Division include dentists, lawyers, physicians, optometrists and
opticians, chiropractors, architects and engineers. Set forth below is a
brief description of the programs offered to these major professional groups.
- Dentists: The largest program marketed by the National Programs
Division is a package insurance policy known as the Professional Protector
Plan(R), which provides comprehensive coverage for dentists, including
practice protection and professional liability. This program, initiated
in 1969, is endorsed by a number of state and local dental societies, and
is offered nationally. The Company believes that this program presently
insures approximately 24% of the eligible practicing dentists within the
Company's marketing territories.
- Lawyers: The Company began marketing lawyers' professional liability
insurance in 1973, and the national Lawyer's Protector Plan(R) was introduced
in 1983. The program is presently offered in 45 states, the District of
Columbia, Puerto Rico and the Virgin Islands.
- Physicians: The Company markets professional liability insurance for
physicians, surgeons, and other health care providers through a program
known as the Physicians Protector Plan(R). The program, initiated in 1980,
is currently offered in six states.
- Optometrists and Opticians: The Optometric Protector Plan(R) was
created in 1973 to provide optometrists and opticians with a package of
practice and professional liability coverage. This program insures
optometrists and opticians in all 50 states, the District of Columbia, Puerto
Rico and the Virgin Islands. The Company believes that this program
presently insures approximately 25% of the eligible optometrists within
the Company's marketing territories.
- Chiropractors: The Chiropractic Protector Plan(R) was introduced in
1996 to provide professional liability and comprehensive general liability
coverage for chiropractors. This program is currently being offered in 13
states.
- Architects and Engineers: The Architects & Engineers Protector PlanSM
was introduced in 1997 to provide professional liability and comprehensive
general liability coverage for architects and engineers. This program is
currently available to "full service" architects in six states and to
landscape architects in all 50 states.
Four of the professional programs described above are underwritten
through CNA Insurance Companies ("CNA"). The Company and CNA are parties
to Program Agency Agreements with respect to each of the programs described
above, other than the physicians and architects & engineers programs.
Among other things, the agreements with CNA grant the Company the
exclusive right to solicit and receive applications for program policies
directly and from other licensed agents and to bind and issue such policies
and endorsements thereto. In fulfilling its obligations under the
agreements, the Company must comply with the administrative and
underwriting guidelines established by CNA. The Company is compensated
through commissions on premiums, which vary according to insurance
product (e.g., workers' compensation, commercial umbrella, package
coverage, monoline professional and general liability) and the Company's
role in the transaction. The commission to which the Company is entitled
may change upon 90 days written notice from CNA. The Program Agency
Agreements are generally cancellable by either party for any reason on
advance written notice of six months
or one year. An agreement may also be terminated upon breach, by the
non-breaching party, subject to certain opportunities to cure the breach.
Commercial Groups. The commercial groups serviced by the National
Programs Division include a number of targeted commercial industries and
trade groups. Among the commercial programs are the following:
- Towing Operators Protector Plan.(R) Introduced in 1992, this program
provides specialized insurance products to towing and recovery industry
operators in 48 states.
- Automobile Dealers Protector Plan.(R) This program insures independent
automobile dealers and is currently offered in 48 states. It originated in
Florida over 25 years ago through a program still endorsed by the Florida
Independent Auto Dealers Association.
- Manufacturers Protector Plan.(R) Introduced in 1997, this program
provides specialized coverages for manufacturers, with an emphasis on
selected niche markets.
- Wholesalers & Distributors Preferred Program.SM Introduced in 1997,
this program provides stabilized property and casualty protection for
businesses principally engaged in the wholesale-distribution industry.
This program replaced the Company's prior wholesaler-distributor program,
which was terminated in 1997 when the Company severed its relationship with
the National Association of Wholesaler-Distributors.
- Railroad Protector Plan.(R) Also introduced in 1997, this program
is designed for contractors, manufacturers and other entities that service
the needs of the railroad industry.
- Agricultural Protector Plan.SM Introduced in early 1998, this program
offers growers of annually harvested crops a broad-based program of
specialized coverages.
- Automobile Transporters Protector Plan.(R) Introduced in 1996,
this program is designed for automobile transporters engaged in the
transport of vehicles for automobile auctions, automobile leasing concerns,
and automobile and truck dealerships. It is currently offered in all
50 states.
- Recycler's Comprehensive Protector Plan.SM This program, introduced
in 1998, provides specialized property, liability, workers' compensation
and pollution coverages for the recycling industry. The program is
currently offered in 48 states.
- Environmental Protector Plan. SM This program was introduced in 1998
and is currently offered in 36 states. It provides a variety of specialized
environmental coverages, with an emphasis on local Mosquito Control and
Water Control Districts.
- Short Line Railroad Protector Plan. Introduced in late 1998,
this program is designed to cover Class III freight and scenic/tourist
railroads.
- Food Processors Preferred Program. This program, introduced in late
1998, provides property and casualty insurance protection for businesses
involved in the handling and processing of various foods.
- Auction Insurance Protector Plan. Also introduced in late 1998,
this program is designed to meet the property and casualty insurance needs
of the wholesale automobile auction industry.
Service Division
The Service Division consists of two separate components: (i) insurance
and related services as a third-party administrator ("TPA") and consultant
for employee health and welfare benefit plans, and (ii) insurance and
related services providing comprehensive risk management and third-party
administration to self-funded workers' compensation plans.
In connection with its employee benefit plan administrative services,
the Service Division provides TPA services and consulting related to
benefit plan design and costing, arrangement for the placement of stop-loss
insurance and other employee benefit coverages, and settlement of claims.
The Service Division provides utilization management services such as
pre-admission review, concurrent/retrospective review, pre-treatment
review of certain non-hospital treatment plans, and medical and psychiatric
case management. In addition to the administration of self-funded health
care plans, the Service Division offers administration of flexible benefit
plans, including plan design, employee communication, enrollment and
reporting. The Service Division's workers' compensation TPA services
include risk management services such as loss control, claim administration,
access to major reinsurance markets, cost containment consulting, and
services for secondary disability and subrogation recoveries.
The Service Division provides workers' compensation TPA services for
approximately 2,500 employers representing more than $3 billion of employee
payroll. The Company's largest workers' compensation contract represents
approximately 67% of the Company's workers' compensation TPA revenues, or
approximately 3% of the Company's total commission and fee revenues.
Brokerage Division
The Brokerage Division markets excess and surplus lines and specialty
niche insurance products to the Company's Retail Division, as well as to
other retail agencies throughout Florida and the southeastern United States.
The Brokerage Division represents various U.S. and U.K. surplus lines
companies and is also a Lloyd's of London correspondent. In addition
to surplus lines carriers, the Brokerage Division represents admitted
carriers for smaller agencies that do not have access to large insurance
carrier representation. Excess and surplus products include commercial
automobile, garage, restaurant, builder's risk and inland marine lines.
Difficult-to-insure general liability and products liability coverages are
a specialty, as is excess workers' compensation. Retail agency business is
solicited through mailings and direct contact with retail agency
representatives.
The Company has a 75% ownership interest in Florida Intracoastal Underwriters,
Limited Company ("FIU") of Miami Lakes, Florida. FIU is a managing general
agency that specializes in providing insurance coverages for coastal and
inland high-value condominiums and apartments. FIU has developed a unique
reinsurance facility to support the underwriting activities associated
with these risks.
Employees
At December 31, 1998, the Company had 1,370 full-time equivalent
employees. The Company has contracts with its sales employees that
include provisions restricting their right to solicit the Company's
customers after termination of employment with the Company. The
enforceability of such contracts varies from state to state depending
upon state statutes, judicial decisions and factual circumstances.
The majority of these contracts are terminable by either party;
however, the agreements not to solicit the Company's customers generally
continue for a period of two or three years after employment termination.
None of the Company's employees is represented by a labor union, and
the Company considers its relations with its employees to be satisfactory.
Competition
The insurance agency business is highly competitive, and numerous
firms actively compete with the Company for customers and insurance
carriers. Although the Company is the largest insurance agency
headquartered in Florida, a number of firms with substantially
greater resources and market presence compete with the Company in
Florida and elsewhere. This situation is particularly pronounced
outside Florida. Competition in the insurance business is largely based on
innovation, quality of service and price.
A number of insurance companies are engaged in the direct sale of
insurance, primarily to individuals, and do not pay commissions to agents
and brokers. To date, such direct writing has had relatively little effect
on the Company's operations, primarily because the Company's Retail
Division is commercially oriented.
Regulation, Licensing and Agency Contracts
The Company or its designated employees must be licensed to act as
agents by state regulatory authorities in the states in which the Company
conducts business. Regulations and licensing laws vary in individual
states and are often complex.
The applicable licensing laws and regulations in all states are subject
to amendment or reinterpretation by state regulatory authorities, and such
authorities are vested in most cases with relatively broad discretion as
to the granting, revocation, suspension and renewal of licenses. The
possibility exists that the Company could be excluded or temporarily
suspended from carrying on some or all of its activities in, or otherwise
subjected to penalties by, a particular state.
ITEM 2. PROPERTIES
The Company's executive offices are located at 220 South Ridgewood
Avenue, Daytona Beach, Florida 32114 and 401 East Jackson Street,
Suite 1700, Tampa, Florida 33602. The Company also maintains offices
in the following cities: Phoenix, Arizona; Prescott, Arizona; Tucson,
Arizona; Oakland, California; Brooksville, Florida; Ft. Lauderdale,
Florida; Ft. Myers, Florida; Jacksonville, Florida; Kissimmee, Florida;
Leesburg, Florida; Maitland, Florida; Melbourne, Florida; Miami Lakes,
Florida; Naples, Florida (2); Orlando, Florida; St. Petersburg,
Florida; Sarasota, Florida; West Palm Beach, Florida; Winter Haven,
Florida; Atlanta, Georgia; Indianapolis, Indiana; Clark, New Jersey;
Albuquerque, New Mexico; Roswell, New Mexico; Taos, New Mexico;
Las Vegas, Nevada; Perrysburg, Ohio; Philadelphia, Pennsylvania; and
Houston, Texas.
The Company occupies office premises under noncancellable operating
leases expiring at various dates. These leases generally contain renewal
options and escalation clauses based on increases in the lessors' operating
expenses and other charges. The Company expects that most leases will be
renewed or replaced upon expiration. See Note 12 of the "Notes to
Consolidated Financial Statements" in the Company's 1998 Annual Report
to Shareholders for additional information on the Company's lease
commitments.
At December 31, 1998, the Company owned a building located in
Perrysburg, Ohio, having an aggregate book value of $499,000, including
improvements. There are no outstanding mortgages on the building.
ITEM 3. LEGAL PROCEEDINGS
As previously reported, on February 21, 1995, an Amended Complaint was
filed in an action pending in the Superior Court of Puerto Rico, Bayamon
division, and captioned Cadillac Uniform & Linen Supply Company, et al. v.
General Accident Insurance Company, Puerto Rico, Limited, et al. The case
was originally filed on November 23, 1994, and named General Accident
Insurance Company, Puerto Rico Limited, and Benj. Acosta, Inc. as
defendants. The Amended Complaint added several defendants, including
the Company and Poe & Brown of California, Inc. ("P&B/Cal."), a subsidiary
of the Company, as parties to the case. The Plaintiffs alleged that
P&B/Cal. failed to procure sufficient coverage for a commercial laundry
facility that was rendered inoperable for a period of time as the result
of a fire, and further alleged that the Company was vicariously liable for
the actions of P&B/Cal. This action was settled in July 1998 and the amount
paid in settlement was not material to the Company's financial condition
or operating results.
The Company is involved in various other pending or threatened
proceedings by or against the Company or one or more of its subsidiaries
that involve routine litigation relating to insurance risks placed by the
Company and other contractual matters. Management of the Company does not
believe that any of such pending or threatened proceedings (including the
proceeding described above) will have a materially adverse effect on the
consolidated financial position or future operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
Company's fourth quarter ended December 31, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock Exchange
under the symbol "PBR." The number of shareholders of record as of
March 5, 1999 was 786, and the closing price per share on that date
was $34.00.
The table below sets forth information for each quarter in the last two
fiscal years concerning (i) the high and low sales prices for the Company's
common stock, and (ii) cash dividends declared per share. The stock prices
and dividend rates reflect the three-for-two stock split effected by the
Company on February 27, 1998.
Stock Price Range Cash
Dividends
High - Low Per Share
_________________ _________
1998
First quarter $38.50 $28.75 $0.1000
Second quarter 39.38 32.00 0.1000
Third quarter 42.50 35.00 0.1000
Fourth quarter 39.00 32.63 0.1100
1997
First quarter $18.17 $17.00 $0.0867
Second quarter 24.67 17.00 0.0867
Third quarter 27.50 23.83 0.0866
Fourth quarter 31.33 26.67 0.0933
ITEM 6. SELECTED FINANCIAL DATA
Information under the caption "Financial Highlights" on the inside
front foldout page of the Company's 1998 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 18-23 of the
Company's 1998 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Poe & Brown, Inc. and its
subsidiaries, together with the report thereon of Arthur Andersen LLP
appearing on pages 24-40 of the Company's 1998 Annual Report to
Shareholders, are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained under the captions "Management" and
"Section 16(a) Beneficial Ownership Reporting Compliance" on pages
4-6 of the Company's Proxy Statement for its 1999 Annual Meeting of
Shareholders is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information contained under the caption "Executive Compensation" on
pages 6-9 of the Company's Proxy Statement for its 1999 Annual Meeting of
Shareholders is incorporated herein by reference; provided, however, that
the report of the Compensation Committee on executive compensation, which
begins on page 9 thereof, shall not be deemed to be incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information contained under the caption "Security Ownership of
Management and Certain Beneficial Owners" on pages 2-3 of the Company's
Proxy Statement for its 1999 Annual Meeting of Shareholders is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information contained under the caption "Executive Compensation -
Compensation Committee Interlocks and Insider Participation" on page 9
of the Company's Proxy Statement for its 1999 Annual Meeting of
Shareholders is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements of Poe & Brown, Inc.
(incorporated herein by reference from pages 24-40 of the
Company's 1998 Annual Report to Shareholders) consisting of:
(a) Consolidated Statements of Income for each of the three years
in the period ended December 31, 1998.
(b) Consolidated Balance Sheets as of December 31, 1998 and 1997.
(c) Consolidated Statements of Shareholders' Equity for each of
the three years in the period ended December 31, 1998.
(d) Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1998.
(e) Notes to Consolidated Financial Statements.
(f) Report of Independent Certified Public Accountants.
2. Consolidated Financial Statement Schedules. The Consolidated
Financial Statement Schedules are omitted because they are not
applicable, not material, or not required, or because the
required information is included in the Consolidated Financial
Statements or the Notes thereto.
3. EXHIBITS
3a Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3a to
Form 10-Q for the quarter ended September 30, 1998).
3b Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3b to Form 10-K for the year ended
December 31, 1996).
4 Revolving Loan Agreement dated November 9, 1994, by and
among the Registrant and SunTrust Bank, Central Florida,
N.A., f/k/a SunBank, National Association (incorporated
by reference to Exhibit 4 to Form 10-K for the year ended
December 31, 1994).
4a Second Amendment to Revolving Loan Agreement, dated as of
October 15, 1998, between the Registrant and SunTrust Bank,
Central Florida, N.A. (filed herewith).
10a(1) Lease of the Registrant for office space at 220 South
Ridgewood Avenue, Daytona Beach, Florida dated
August 15, 1987 (incorporated by reference to
Exhibit 10a(3) to Form 10-K for the year ended
December 31, 1993).
10a(2) Lease Agreement for office space at SunTrust Financial
Centre, Tampa, Florida, dated February 1995, between
Southeast Financial Center Associates, as landlord,
and the Registrant, as tenant (incorporated by reference
to Exhibit 10a(4) to Form 10-K for the year ended
December 31, 1994).
10b Registrant's 1989 Stock Option Plan (incorporated by
reference to Exhibit 10f to Form 10-K for the year
ended December 31, 1989).
10c Loan Agreement between Continental Casualty Company and the
Registrant dated August 23, 1991 (incorporated by
reference to Exhibit 10d to Form 10-K for the year
ended December 31, 1991).
10c(2) Extension to Loan Agreement, dated August 1, 1998,
between the Registrant and Continental Casualty
Company (incorporated by reference to Exhibit 10c(2)
to Form 10-Q for the quarter ended September 30, 1998).
10d Indemnity Agreement dated January 1, 1979, among the
Registrant, Whiting National Management, Inc., and
Pennsylvania Manufacturers' Association Insurance
Company (incorporated by reference to Exhibit 10g to
Registration Statement No. 33-58090 on Form S-4).
10e Agency Agreement dated January 1, 1979 among the
Registrant, Whiting National Management, Inc., and
Pennsylvania Manufacturers' Association Insurance
Company (incorporated by reference to Exhibit 10h to
Registration Statement No. 33-58090 on Form S-4).
10f Deferred Compensation Agreement, dated May 6, 1998, between
Brown & Brown, Inc. and Kenneth E. Hill (incorporated by
reference to Exhibit 10l to Form 10-Q for the quarter
ended September 30, 1998).
10f(2) Letter Agreement, dated May 6, 1998, between Brown &
Brown, Inc. and Kenneth E. Hill (incorporated by
reference to Exhibit 10m to Form 10-Q for the quarter
ended September 30, 1998).
10g Employment Agreement, dated April 28, 1993 between the
Registrant and J. Hyatt Brown (incorporated by reference
to Exhibit 10k to Form 10-K for the year ended
December 31, 1993).
10h Portions of Employment Agreement, dated April 28, 1993
between the Registrant and Jim W. Henderson (incorporated
by reference to Exhibit 10m to Form 10-K for the year
ended December 31, 1993).
10i Employment Agreement, dated May 6, 1998 between the
Registrant and Kenneth E. Hill (incorporated by
reference to Exhibit 10k to Form 10-Q for
the quarter ended September 30, 1998).
10j Registrant's Stock Performance Plan (incorporated by
reference to Exhibit 4 to Registration Statement
No. 333-14925 on Form S-8).
11 Statement Re: Computation of Basic and Diluted Earnings
Per Share.
13 Portions of Registrant's 1998 Annual Report to
Shareholders (not deemed "filed" under the Securities
Exchange Act of 1934, except for those portions
specifically incorporated by reference herein).
22 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
24a Powers of Attorney pursuant to which this Form 10-K has
been signed on behalf of certain directors and officers
of the Registrant.
24b Resolutions of the Registrant's Board of Directors,
certified by the Secretary.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
POE & BROWN, INC.
Registrant
By: *
______________________________
J. Hyatt Brown
Chief Executive Officer
Date: March 15, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
__________ _____ ____
*
_________________________ Chairman of the March 15, 1999
J. Hyatt Brown Board, President and
Chief Executive Officer
(Principal Executive Officer)
* Director March 15, 1999
_________________________
Samuel P. Bell, III
* Director March 15, 1999
_________________________
Bradley Currey, Jr.
* Director March 15, 1999
_________________________
Jim W. Henderson
* Director March 15, 1999
_________________________
Kenneth E. Hill
* Director March 15, 1999
_________________________
David H. Hughes
* Director March 15, 1999
__________________________
Theodore J. Hoepner
* Director March 15, 1999
__________________________
Toni Jennings
* Director March 15, 1999
__________________________
Jan E. Smith
* Vice President, Treasurer March 15, 1999
___________________________ and Chief Financial Officer
Jeffrey R. Paro (Principal Financial and
Accounting Officer)
*By: /S/ LAUREL L. GRAMMIG
________________________
Laurel L. Grammig
Attorney-in-Fact