<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------------------
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended
December 31, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
_________________ to _____________________
Commission File No. 0-21933
A. Full title and address of the plan, if different from that of the
issuer named below:
SUMMIT HOLDING SOUTHEAST, INC. RETIREMENT PLAN
(FORMERLY KNOWN AS SUMMIT CONSULTING, INC. RETIREMENT PLAN)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SUMMIT HOLDING SOUTHEAST, INC.
2310 A-Z PARK ROAD
LAKELAND, FLORIDA 33801
(941) 665-6060
<PAGE> 2
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting Inc. Retirement Plan)
Financial Statements
Years ended December 31, 1997 and 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 3
Report of Independent Auditors
The Plan Administrator
Summit Holding Southeast, Inc. Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of Summit Holding Southeast, Inc. Retirement Plan (formerly Summit Consulting,
Inc. Retirement Plan) (the Plan) as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan'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 net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ERNST & YOUNG LLP
Jacksonville, Florida
May 8, 1998
1
<PAGE> 4
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-------------------------------
<S> <C> <<C>
ASSETS
Cash $ 1 $ 1
Investments 9,617,642 7,300,822
Contributions receivable:
Summit Holding Southeast, Inc. 21,646 1,892
Participants 63,111 53,936
Other assets 19,913 16,198
---------- -----------
Net assets available for benefits $9,722,313 $ 7,372,849
========== ===========
See accompanying notes.
</TABLE>
2
<PAGE> 5
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1997 1996
-----------------------------
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividends $ 705,098 $ 515,343
Net realized and unrealized appreciation of fair value
of investments 1,069,098 185,136
----------- -----------
1,774,196 700,479
Contributions from:
Summit Holding Southeast, Inc. 783,764 411,013
Participants 764,263 797,287
Transfer of funds and participant loans from plan rollovers 42,857 33,012
----------- -----------
1,590,884 1,241,312
----------- -----------
3,365,080 1,941,791
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants (1,015,616) (505,818)
----------- -----------
Net increase 2,349,464 1,435,973
Net assets available for benefits at beginning of period 7,372,849 5,936,876
----------- -----------
Net assets available for benefits at end of period $ 9,722,313 $ 7,372,849
=========== ===========
See accompanying notes.
</TABLE>
3
<PAGE> 6
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements
December 31, 1997
1. DESCRIPTION OF THE PLAN
The Summit Holding Southeast, Inc. Retirement Plan (the Plan) (formerly Summit
Consulting, Inc. Retirement Plan) is a defined contribution (401(k)) plan
covering substantially all employees of Summit Consulting, Inc. (the Company)
who have met certain requirements as to length of service and have elected to
participate. The Plan was established effective May 1, 1992 and is subject to
the provisions of the Employee Retirement Income Security Act of 1974.
Summit Consulting, Inc. was a 100% subsidiary of Summit Holding Corporation
(SHC) and SHC was owned by Employers Self Insurers Fund (ESIF), a Florida group
self-insurance fund. ESIF entered into an Amended Plan of Conversion and
Recapitalization (the Plan of Conversion) approved by the Florida Department of
Insurance on November 15, 1996, by ESIF's Board of Trustees on April 15, 1997
and by ESIF's eligible members on May 9, 1997, pursuant to which, among other
things, ESIF was converted into a stock insurance company (the "Conversion"),
and all of ESIF's common stock was owned by Summit Holding Southeast, Inc.
(SHSE), a Florida corporation. Following the Plan of Conversion, Summit
Consulting, Inc. remained a 100% subsidiary of Summit Holding Corporation, but
Summit Holding Corporation became a 100% subsidiary of SHSE. Furthermore,
effective as of the date of the Conversion, Summit Consulting, Inc. transferred
sponsorship of the Plan to SHSE (but Summit Consulting, Inc. continued to
participate in the Plan). Therefore, the amendment and restatement of this Plan
was made by Summit Holding Southeast, Inc. Effective September 1, 1997, the
Plan was continued in an amended and restated form.
Each participant of the Plan may voluntarily contribute up to 16% of their
annual compensation subject to a maximum as defined by government regulations.
The Company makes a matching contribution in an amount equal to 75% of the
participant's tax deferred contribution, not to exceed 6% of the participant's
annual compensation.
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. The Company's matching contributions are subject to
forfeiture at varying percentages based on length of service and become fully
vested after five years of service. Forfeitures are used to reduce the
Company's matching contributions and not to increase benefits under the Plan.
The Plan provides for payments of benefits upon retirement, death, disability,
termination of employment, and hardship withdrawals.
4
<PAGE> 7
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan provides that participants may obtain loans from the Plan in an amount
up to one-half of the participant's vested account balance up to a maximum of
$50,000. The minimum amount of any loan is $500. Interest rates for loans to
participants are established by the plan administrator and are generally a
function of market interest rate levels. As of December 31, 1997 and 1996,
interest rates for outstanding loans varied from 7% to 11% and such loans are
repayable over periods ranging up to 10 years. Certain loans have higher
interest rates than current prevailing rates, due to the loan being initiated
under a predecessor plan. Participant loans are collateralized by the
participants' vested account balances.
The Company has the right to terminate the Plan at any time. If the Plan is
terminated, the assets remaining in the Plan, after payment of all liabilities,
will become fully vested to the participants in the Plan.
Further information about the Plan is contained in the Summary Plan Description
of the Summit Consulting, Inc. Retirement Plan which is available from the
plan administrator.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The financial statements of the Plan are presented on the accrual basis.
INVESTMENTS
Participants in the Plan have the following five investment options in Merrill
Lynch mutual funds: the Government Securities Fund, the Federal Securities
Fund, the Capital Fund, the Basic Value Fund, and the Global Allocation Fund.
The current value of assets designated to the Federal Securities Fund, the
Capital Fund, the Basic Value Fund, and the Global Allocation Fund is
determined based upon quoted market values. Assets designated to the Government
Securities Fund are generally invested in money market funds which are backed
by U.S. Government securities and are stated at cost, which approximates fair
market value. The investment funds are described by The Merrill Lynch Trust
Company (the Trustee) as follows:
5
<PAGE> 8
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOVERNMENT SECURITIES FUND: This fund invests only in short-term
securities backed by the full faith and credit of the U.S. Government.
FEDERAL SECURITIES FUND: This fund seeks high current income by
investing in U.S. Government and agency securities such as treasury
notes, Ginnie Maes and Fannie Maes. The Merrill Lynch Federal
Securities Fund is designed for conservative income-oriented
investors.
CAPITAL FUND: This is a growth and income fund which seeks high total
return consistent with prudent risk. The Merrill Lynch Capital Fund
shifts investments among income stocks, growth stocks and bonds.
BASIC VALUE FUND: This is a growth fund with the primary investment
objective of capital appreciation. The Merrill Lynch Basic Value Fund
invests in what the fund manager believes to be undervalued equity
securities.
GLOBAL ALLOCATION FUND: This is a total return fund that invests
internationally and domestically in a broad range of asset classes.
CASH MANAGEMENT MONEY FUND: This is a cash holding account that
temporarily invests excess or idle cash into money market accounts
before it is used to purchase the above listed funds. The Merrill
Lynch Cash Management Money Fund is not an investment option for
participants.
In addition to the investment options with the Merrill Lynch mutual funds,
participants have the option to invest in the SHSE Stock Fund, which is
comprised of capital stock of the Plan's sponsor. This is the voting common
stock of the Plan's sponsor, Summit Holding Southeast, Inc. SHSE stock is
"Qualifying Employer Securities" as defined in ERISA Section 407(d)(5). The
Plan may acquire and hold Qualifying Employer Securities.
6
<PAGE> 9
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ALLOCATION OF INVESTMENT INCOME
The allocation of earnings or losses of each investment fund is based on the
average balance of each participant in each fund.
EXPENSES
Administrative expenses of the Plan are generally paid by SHSE.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. INVESTMENTS
During the years ended December 31, 1997 and 1996, the Plan's investments
(including investments bought, sold, as well as held during the year)
appreciated in fair value by $1,069,098 and $185,136, respectively, as follows:
<TABLE>
<CAPTION>
NET APPRECIATION
(DEPRECIATION)
IN FAIR VALUE FAIR VALUE AT
DURING THE YEAR END OF YEAR
---------------------------------------
<S> <C> <C>
Year ended December 31, 1997:
Fair value as determined by quoted market price:
Government Securities Fund $ - $ 486,967
Federal Securities Fund 13,291 842,194
Capital Fund 219,703 2,478,136
Basic Value Fund 382,917 2,834,737
Global Allocation Fund (33,498) 1,308,786
SHSE stock 486,685 1,139,044
Participant loans - 527,778
---------- ----------
$1,069,098 $9,617,642
========== ==========
</TABLE>
7
<PAGE> 10
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
NET APPRECIATION
(DEPRECIATION)
IN FAIR VALUE FAIR VALUE AT
DURING THE YEAR END OF YEAR
------------------ ------------------
<S> <C> <C>
Year ended December 31, 1996:
Fair value as determined by quoted market price:
Government Securities Fund $ - $ 666,116
Federal Securities Fund (20,762) 1,187,160
Capital Fund 31,498 2,180,809
Basic Value Fund 137,913 1,849,843
Global Allocation Fund 36,487 1,033,488
Participant loans - 383,406
----------- ----------
$ 185,136 $7,300,822
=========== ==========
</TABLE>
The above information includes investments that represent 5% or more of the
Plan's net assets.
8
<PAGE> 11
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The changes in net assets during the year ended December 31, 1997 for the
separate funds are as follows:
<TABLE>
<CAPTION>
GOVERNMENT FEDERAL BASIC GLOBAL
SECURITIES SECURITIES CAPITAL VALUE ALLOCATION COMPANY PARTICIPANT
COMBINED FUND FUND FUND FUND FUND STOCK LOANS
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Interest and dividends $ 705,098 $ 32,764 $ 61,918 $ 214,141 $ 221,037 $ 174,586 $ 652 $ -
Net realized and
unrealized appreciation
(depreciation) in fair
value of investments 1,069,098 - 13,291 219,703 382,917 (33,498) 486,685 -
-------------------------------------------------------------------------------------------------------
1,774,196 32,764 75,209 433,844 603,954 141,088 487,337 -
Contributions:
Summit Holding
Southeast, Inc. 783,764 33,733 36,542 93,927 97,978 74,557 447,027 -
Participants 764,263 63,312 75,437 220,478 232,734 166,151 6,151 -
Rollovers 42,857 - 100 8,994 14,796 18,967 - -
-------------------------------------------------------------------------------------------------------
1,590,884 97,045 112,079 323,399 345,508 259,675 453,178 -
-------------------------------------------------------------------------------------------------------
3,365,080 129,809 187,288 757,243 949,462 400,763 940,515
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefits paid to
participants (1,015,616) (103,564) (137,125) (264,027) (353,351) (126,187) (31,362) -
-------------------------------------------------------------------------------------------------------
Net increase (decrease)
prior to interfund
transfers 2,349,464 26,245 50,163 493,216 596,111 274,576 909,153 -
Interfund transfers (net) - (211,012) (404,409) (185,215) 414,768 9,352 232,142 144,374
-------------------------------------------------------------------------------------------------------
Net increase in net assets
available for benefits 2,349,464 (184,767) (354,246) 308,001 1,010,879 283,928 1,141,295 144,374
Net assets available for
benefits at beginning
of period 7,372,849 685,564 1,198,159 2,201,830 1,861,147 1,042,743 - 383,406
-------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end of
period $ 9,722,313 $ 500,797 $ 843,913 $2,509,831 $2,872,026 $1,326,671 $1,141,295 $527,780
=======================================================================================================
</TABLE>
(a) Participant loan interest income has been allocated to the other
funds.
9
<PAGE> 12
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The changes in net assets during the year ended December 31, 1996 for the
separate funds are as follows:
<TABLE>
<CAPTION>
GOVERNMENT FEDERAL BASIC GLOBAL
SECURITIES SECURITIES CAPITAL VALUE ALLOCATION PARTICIPANT
COMBINED FUND FUND FUND FUND FUND LOANS
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET
ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividends $ 515,343 $ 34,518 $ 73,487 $ 197,343 $ 113,818 $ 96,177 $ -
Net realized and
unrealized appreciation
(depreciation) in fair
value of investments 185,136 - (20,762) 31,498 137,913 36,487 -
-------------------------------------------------------------------------------------------------------
700,479 34,518 52,725 228,841 251,731 132,664 -
Contributions:
Summit Holding
Southeast, Inc. 411,013 44,861 74,970 124,232 99,063 67,887 -
Participants 797,287 80,006 131,634 241,291 208,718 135,638 -
Rollovers 33,012 - - 11,265 13,575 8,172 -
-------------------------------------------------------------------------------------------------------
1,241,312 124,867 206,604 376,788 321,356 211,697 -
-------------------------------------------------------------------------------------------------------
1,941,791 159,385 259,329 605,629 573,087 344,361 -
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to
participants (505,818) (37,229) (109,722) (155,804) (89,031) (114,032) -
-------------------------------------------------------------------------------------------------------
Net increase prior to
interfund transfers 1,435,973 122,156 149,607 449,825 484,056 230,329 -
Interfund transfers (net) - (54,228) (22,245) (60,552) 129,129 (4,622) 12,518
-------------------------------------------------------------------------------------------------------
Net increase in net
assets available for
benefits 1,435,973 67,928 127,362 389,273 613,185 225,707 12,518
Net assets available for
benefits at beginning
of period 5,936,876 617,636 1,070,797 1,812,557 1,247,962 817,036 370,888
-------------------------------------------------------------------------------------------------------
Net assets available
for benefits at end of
period $7,372,849 $ 685,564 $ 1,198,159 $ 2,201,830 $1,861,147 $ 1,042,743 $ 383,406
=======================================================================================================
</TABLE>
(a) Participant loan interest income has been allocated to the other funds.
10
<PAGE> 13
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Plan intends to apply with the Internal Revenue Service under Section 401(a)
of the Internal Revenue Code (IRC). If approved, the Plan will not be subject to
tax under present income tax law. The Plan is functioning under the assumption
that they will qualify. Once qualified, the Plan is required to be operated in
conformity with the IRC to maintain its qualification. The Plan administrator is
not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's pending qualified status.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
Fees charged during 1997 and 1996 for accounting, administrative and other
services rendered by parties-in-interest were based on customary and reasonable
rates for such services and are generally paid by the Company.
6. INFORMATION SYSTEMS (UNAUDITED)
Some older computer programs were written using two digits rather than four to
define the applicable year. As a result, those computer programs have time
sensitive software that recognize a date using "00" as the year 1900 rather
than the year 2000. This could cause a system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, or engage in similar normal business
activities.
The Plan Sponsor is currently progressing toward transitioning to Year 2000
compliant software. The project includes determining whether third party
service providers have reasonable plans to become year 2000 compliant. This
effect of all Year 2000 efforts is estimated to be completed by the year 2000.
11
<PAGE> 14
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF
ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Summit Holding Southeast 50,907 shares of common stock $ 664,945 $1,139,044
Merrill Lynch 486,966 units Merrill Lynch Government
Securities Fund 486,966 486,967
Merrill Lynch 86,379 units Merrill Lynch Federal
Securities Fund 825,260 842,194
Merrill Lynch 71,913 units Merrill Lynch Capital Fund 2,273,389 2,478,136
Merrill Lynch 75,573 units Merrill Lynch Basic Value
Fund 2,486,412 2,834,737
Merrill Lynch 92,625 units Merrill Lynch Global
Allocation Fund 1,358,164 1,308,786
---------------------------
8,095,136 9,089,864
Participant loans 7% - 11% - 527,778
---------------------------
$8,095,136 $9,617,642
===========================
</TABLE>
12
<PAGE> 15
Summit Holding Southeast, Inc. Retirement Plan
(formerly Summit Consulting, Inc. Retirement Plan)
Schedule of Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
CURRENT
VALUE
COST OF ASSET ON NET
IDENTITY OF DESCRIPTION PURCHASE SELLING OF TRANSACTION GAIN
PARTY INVOLVED OF ASSET PRICE PRICE (a) ASSET (a) DATE (LOSS)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (III)--Series of Transactions in Excess of 5% of Plan Assets
- ---------------------------------------------------------------------
Merrill Lynch Cash Management Money Fund $2,176,099 $2,176,099 $2,176,099
Merrill Lynch Cash Management Money Fund $2,203,169 2,203,169 2,203,169
Merrill Lynch Government Securities Fund 1,332,035 1,332,035 1,332,035
Merrill Lynch Government Securities Fund 1,125,815 1,125,815 1,125,815
Merrill Lynch Federal Securities Fund /
Class B 1,182,203 1,194,017 1,182,203 $(11,814)
Merrill Lynch Federal Securities Fund /
Class D 577,118 576,042 577,118 1,076
Merrill Lynch Federal Securities Fund /
Class D 1,401,301 1,401,301 1,401,301
Merrill Lynch Capital Fund / Class B 2,164,341 2,023,305 2,164,341 141,036
Merrill Lynch Capital Fund / Class D 596,884 565,991 596,884 30,893
Merrill Lynch Capital Fund / Class D 2,839,379 2,839,379 2,839,379
Merrill Lynch Basic Value Fund / Class B 1,849,239 1,558,437 1,849,239 290,802
Merrill Lynch Basic Value Fund / Class D 460,404 425,747 460,404 34,657
Merrill Lynch Basic Value Fund / Class D 2,912,159 2,912,159 2,912,159
Merrill Lynch Global Allocation Fund /
Class B 1,029,170 964,208 1,029,170 64,962
Merrill Lynch Global Allocation Fund /
Class D 303,513 284,797 303,513 18,716
Merrill Lynch Global Allocation Fund /
Class D 1,642,961 1,642,961 1,642,961
</TABLE>
(a) Commissions and fees related to purchases and sales of investments are
included in the cost of the investment or the proceeds from the sale and
are not separately identified by the trustee.
There were no Category (I), (II) or (IV) reportable transactions during the
year ended December 31, 1997.
13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lakeland, State of Florida, on
June 23, 1998.
SUMMIT HOLDING SOUTHEAST, INC.
RETIREMENT PLAN
By: SUMMIT HOLDING SOUTHEAST, INC.
RETIREMENT PLAN COMMITTEE
Plan Administrator
By: /s/ Russell L. Wall
--------------------------
Russell L. Wall
Committee Chairman
14
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-36649) pertaining to the Summit Holding Southeast, Inc. Retirement
Plan of our report dated May 8, 1998, with respect to the financial statements
and schedules of the Summit Holding Southeast, Inc. Retirement Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1997.
ERNST & YOUNG LLP
Jacksonville, Florida
June 19, 1998
