POE & BROWN INC, S-3/A, 1995-08-10

POE & BROWN INC
S-3/A, 1995-08-10
INSURANCE AGENTS, BROKERS & SERVICE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1995

REGISTRATION NO. 33-61591

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

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
POE & BROWN, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
FLORIDA 59-0864469
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>

220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA 32114
(904) 252-9601
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

LAUREL J. LENFESTEY, ESQ.
VICE PRESIDENT, SECRETARY, AND GENERAL COUNSEL
POE & BROWN, INC.
401 EAST JACKSON STREET, SUITE 1700
TAMPA, FLORIDA 33602
(813) 222-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

<TABLE>
<S> <C>
MICHAEL L. JAMIESON, ESQ. RANDOLPH C. COLEY, ESQ.
HOLLAND & KNIGHT KING & SPALDING
400 NORTH ASHLEY DRIVE 191 PEACHTREE STREET
SUITE 2050 ATLANTA, GEORGIA 30303-1764
TAMPA, FLORIDA 33602 (404) 572-4732
(813) 227-8500
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, 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 statement 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 statement number of the earlier registration statement for the
same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
Common stock, $.10 par value per
share......................... 1,638,750 shares $24.00 $39,330,000 $13,562
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee based
upon the average between the high and low price of the Common Stock on The
Nasdaq Stock Market on August 2, 1995, pursuant to Rule 457(c).

THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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--------------------------------------------------------------------------------
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED AUGUST 10, 1995

PROSPECTUS
1,425,000 SHARES

LOGO
POE & BROWN, INC.

COMMON STOCK
------------------
All of the 1,425,000 shares offered hereby are being sold by certain
shareholders of Poe & Brown, Inc. (the "Company"). See "Principal and Selling
Shareholders." The Company will not receive any proceeds from the offering.

The Company's Common Stock is traded on The Nasdaq Stock Market under the
symbol "POBR." The last reported sale price of the Common Stock on The Nasdaq
Stock Market on August 9, 1995 was $23.63 per share. See "Price Range of Common
Stock."

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS," BEGINNING ON PAGE 6.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS(1) SHAREHOLDERS(2)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $ $ $
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Total(3) $ $ $
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</TABLE>

(1) For information regarding indemnification of the Underwriters, see
"Underwriting."

(2) Before deducting expenses estimated at $325,000, of which 50% are payable
by the Company and 50% are payable by the Selling Shareholders.

(3) Certain Selling Shareholders have granted the Underwriters a 30-day option
to purchase up to 213,750 additional shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If such option is exercised in
full, the total Price to the Public, Underwriting Discounts and
Commissions, and Proceeds to Selling Shareholders will be $ ,
$ , and $ , respectively.

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

The shares of Common Stock are being offered by the several Underwriters
named herein, subject to prior sale, when, as and if accepted by them and
subject to certain conditions. It is expected that certificates for the shares
of Common Stock offered hereby will be available for delivery on or about
, 1995.
------------------
SMITH BARNEY INC. THE ROBINSON-HUMPHREY
COMPANY, INC.
, 1995
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Registration Statement described below, as
well as such reports, proxy statements, and other information filed by the
Company, can be inspected and copied at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the following Regional Offices: 7 World Trade Center,
Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies can be obtained by mail at prescribed rates.
Requests should be directed to the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common
Stock is listed on The Nasdaq Stock Market.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered by this Prospectus. For the
purposes hereof, the term "Registration Statement" means the original
Registration Statement and any and all amendments thereto, including the
schedules and exhibits to such Registration Statement or any such amendment.
This Prospectus, which forms a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
portions of which have been omitted pursuant to rules and regulations of the
Commission. Reference is hereby made to the Registration Statement for further
information with respect to the Company and the Common Stock. Each statement
made in this Prospectus concerning a contract, agreement or other document filed
as an exhibit to the Registration Statement is qualified in its entirety by
reference to such exhibit for a complete statement of its contents.
------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ STOCK MARKET IN ACCORDANCE
WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."
------------------

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus. Unless the context indicates
otherwise, all references in this Prospectus to the "Company" include the
Company and its wholly owned and majority owned subsidiaries.

THE COMPANY

Poe & Brown, Inc. (the "Company") is the largest insurance agency
headquartered in the southeastern United States and the twelfth largest
insurance agency in the country, based on total revenues. 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 and is compensated
for its services by commissions paid by insurance companies and fees for
administration and benefit consulting services.

The Company's business is divided into four divisions:

- the Retail Division, which provides a wide range of insurance products to
commercial, professional, and individual clients;

- the Program Division, which markets proprietary professional liability,
property, casualty, and life and health insurance programs to members of
various professional and trade groups through non-affiliated independent
agents;

- the Service Division, which provides insurance-related services such as
third-party administration and consultation for workers' compensation and
employee benefit self-insurance markets; and

- the Brokerage Division, which markets and sells excess and surplus
commercial insurance primarily through non-affiliated independent agents.

For the year ended December 31, 1994, the Retail Division accounted for
approximately 58% of the Company's total commissions and fees, the Program
Division accounted for approximately 28%, the Service Division accounted for
approximately 11%, and the Brokerage Division accounted for approximately 3%.

The Retail Division targets middle-market companies (annual premiums
between $50,000 and $500,000), which have historically provided the Company with
higher profit margins as compared to large-market companies. The Company
believes it derives a competitive advantage from its decentralized management
structure. This allows management at the Retail Division's 23 offices to explore
new initiatives, respond rapidly to new opportunities and attract and retain
high-quality people. The Retail Division's operations are concentrated in
Florida; 70.5% of the division's commissions and fees for the year ended
December 31, 1994 was attributable to its Florida offices.

The Company believes its Program Division is an industry leader in
marketing specially designed proprietary professional liability, property,
casualty, and life and health insurance programs to members of various
professional and trade groups. The professional groups targeted by the Company's
Program Division include dentists, attorneys, physicians, optometrists and
opticians. Targeted trade groups include wholesalers, used auto dealers, and
towing operators. The Program Division typically tailors an insurance product to
the needs of a particular professional or trade group, negotiates policy forms,
coverages and premium rates with an insurance company and, in certain instances,
secures the formal or informal endorsement of the product by a professional or
trade association. Policies are sold primarily through a national network of
approximately 270 non-affiliated independent agencies, representing
approximately 2,000 independent agents.

The Company's business objective is to achieve consistent annual revenue
growth while maintaining profitability. The strategy of the Retail Division is
to expand by continuing to capitalize on its strong position in the Florida
market and to develop its offices outside of Florida through internal growth and
selective acquisitions of insurance agencies to complement the Company's
existing base of retail business. The Company's strategy with respect to its
Program Division is to expand through increased market penetration of

3
<PAGE> 5

existing products, as well as the development of new specialty programs. In
recent years, traditional risk-bearing insurance companies have sought greater
operating efficiencies by reducing their agent sales forces. The Company expects
that large underwriters will continue to outsource the production of premium
revenue to non-affiliated insurance agents and the Company intends to continue
to capitalize on this trend.

The Company was organized in 1959 and since 1971 operated under the name
Poe & Associates, Inc. ("P&A"). On April 28, 1993, a subsidiary of P&A merged
(the "Merger") with Brown & Brown, Inc. ("B&B"), and the name of the Company was
changed to Poe & Brown, Inc. The primary objectives of the Merger were to
combine P&A's historically strong program operations with B&B's comparatively
high-margin retail operations and to obtain certain synergies as a result of the
combination. William F. Poe resigned as the Chief Executive Officer of the
Company following the Merger, and J. Hyatt Brown, the President of B&B, became
the President and Chief Executive Officer of the Company and its largest
shareholder. In August 1994, William F. Poe resigned as Chairman of the Board of
Directors and was succeeded by J. Hyatt Brown. William F. Poe and certain family
members and affiliates, all of whom are selling shareholders (the "Selling
Shareholders") in this offering, will reduce their aggregate record ownership of
the outstanding shares of Common Stock from 19.8% to less than 1% as a result of
this offering (assuming exercise of the Underwriters' over-allotment option).
See "Principal and Selling Shareholders." William F. Poe and his brother,
Charles W. Poe, serve as directors of the Company, but are not involved in
management. William F. Poe, Jr. is employed as an insurance agent with the
Company and serves as a director, but is not involved in management of the
Company.

The Company's activities are conducted in 17 locations throughout Florida,
and in 10 additional locations in Arizona, California, Colorado, Connecticut,
Georgia, New Jersey, North Carolina, Pennsylvania, and Texas. The Company's
principal executive offices are located at 220 South Ridgewood Avenue, Daytona
Beach, Florida 32114 (telephone number (904) 252-9601) and 401 East Jackson
Street, Suite 1700, Tampa, Florida 33602 (telephone number (813) 222-4100).

THE OFFERING

All of the shares being offered hereby (the "Shares") are being offered on
behalf of the Selling Shareholders in the manner described under "Underwriting."
The following table sets forth certain information concerning this offering (the
"Offering") that should be read in conjunction with information appearing
elsewhere in this Prospectus or in the documents incorporated herein by
reference.

<TABLE>
<S> <C>
Common Stock being offered by the Selling Shareholders....... 1,425,000 shares
Common Stock outstanding before and after the Offering(1).... 8,662,686 shares
Use of Proceeds.............................................. The Shares offered hereby are
being sold by the Selling
Shareholders. The Company will
not receive any of the
proceeds from the Offering.
The Nasdaq Stock Market Symbol............................... POBR
</TABLE>

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

(1) Based upon shares outstanding on June 30, 1995. Does not include 33,667
shares of Common Stock reserved for issuance upon the exercise of stock
options at a weighted average price per share of $7.60.

4
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
---------------------------------------------------- -------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1):
Total assets................................ $122,393 $117,156 $129,143 $134,924 $140,980 $135,780 $141,560
Long-term debt.............................. 15,276 19,254 18,870 17,637 7,430 12,933 8,199
Shareholders' equity(8)..................... 17,561 22,039 21,232 27,246 44,106 37,721 49,278
</TABLE>

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

(1) Effective March 1, 1995, the Company acquired Insurance West, a Phoenix,
Arizona general insurance agency, by merger. The merger has been accounted
for as a pooling-of-interests and, accordingly, the Company's financial
statements have been restated for all periods prior to the merger. See Note
2 of the Notes to Consolidated Financial Statements.
(2) See Note 3 of the Notes to Consolidated Financial Statements for information
regarding business purchase transactions that affect the comparability of
this information.
(3) During the first quarter of 1994 the Company sold 150,000 shares of its
investment in the common stock of Rock-Tenn Company, resulting in a gain of
$2,185,000 and an after-tax gain of $1,342,000, or $.16 per share.
(4) Results of operations for 1992 and 1993 were negatively affected by expenses
related to the Merger. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
(5) During the third quarter of 1994 the Company reduced its general tax
reserves by $700,000, or $.08 per share, as a result of a settlement
agreement with the Internal Revenue Service on certain outstanding
examination issues. During the six months ended June 30, 1995, the Company
reduced its general tax reserves by $450,000, or $.05 per share, as a result
of settling the remaining examination issues. See Note 9 of the Notes to
Consolidated Financial Statements.
(6) During 1994, the Company sold 150,000 shares of its investment in the common
stock of Rock-Tenn Company for $2,314,000, resulting in a gain of
$2,185,000. This gain has been excluded from the 1994 computations.
(7) Revenue per employee is based upon the number of full-time equivalent
employees at the end of the period.
(8) Shareholders' equity as of June 30, 1994, December 31, 1994, and June 30,
1995 increased $4,910,000, $5,341,000, and $5,304,000, respectively, as a
result of the Company's adoption of SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities," effective January 1, 1994. See
Note 1 of the Notes to Consolidated Financial Statements.

5
<PAGE> 7

RISK FACTORS

The following factors, as well as other information in this Prospectus,
should be carefully considered by prospective investors.

INDUSTRY RISKS

The Company is primarily engaged in insurance agency and brokerage
activities, and derives revenues from commissions paid by insurance companies
and fees for administration and benefit consulting services. Insurance premiums
are not determined by the Company. Historically, property and casualty premiums
have been cyclical in nature and have varied widely based on market conditions.
Since the mid-1980s, general premium levels have been depressed as a result of
the expanded underwriting capacity of insurance companies and increased
competition. In many cases, insurance companies have lowered commission rates
and increased volume requirements. In addition, as traditional risk-bearing
insurance companies continue to outsource the production of premium revenue to
non-affiliated agents such as the Company, such insurance companies may seek to
further reduce their expenses by reducing the commission rates payable to such
insurance agents. The Company cannot predict the timing or extent of future
changes in commission rates or premiums and therefore cannot predict the effect,
if any, that such changes would have on its operations. See "Business --
Industry Overview."

RELIANCE ON SIGNIFICANT UNDERWRITER

The programs offered by the Company's Program Division are primarily
underwritten by the CNA Insurance Companies ("CNA"). For the year ended December
31, 1994, approximately $20.9 million, or 78.8%, of the Program Division's
commissions and fees were generated from policies underwritten by CNA. During
the same period, the Program Division represented 27.7% of the Company's total
commission and fee revenues. In addition, for the same period, approximately
$2.3 million, or 4.1%, of the Retail Division's total commissions and fees were
generated from policies underwritten by CNA. Accordingly, revenues attributable
to CNA represent approximately 24.2% of the Company's total commissions and
fees. The Company has an agreement with CNA relating to each program
underwritten by CNA and each provides for either six months' or one year's
advance notice of termination. In addition, the Company has an existing credit
agreement with CNA under which $6,000,000 is currently outstanding. Upon the
occurrence of an an event of default by the Company under this credit agreement,
including the termination by the Company of any insurance program agreement with
CNA, CNA may, at its option, declare any unpaid balance due and payable on
demand. For additional information concerning the Company's contractual
relationships with CNA, see "Business -- Lines of Business -- Program Division"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

The Company believes its relationship with CNA is excellent and that CNA is
committed to the programs administered by the Company. However, there can be no
assurance that future events will not produce changes in the relationship. If
the relationship were terminated, the Company believes that other insurance
companies would be available to underwrite the business, although some
additional expense and loss of market share would at least initially result.

FLORIDA BUSINESS CONCENTRATION

For the year ended December 31, 1994, the Company's Retail Division derived
70.5% of its commissions and fees from its Florida offices, constituting 41.2%
of the Company's total commissions and fees. See "Business -- Lines of
Business -- Retail Division." The Company believes that these revenues are
attributable predominately to customers in Florida. The Company believes the
regulatory environment for insurance agencies in Florida is no more restrictive
than in other states. The insurance business is a state-regulated industry,
however, and there can be no assurance that the current regulatory environment
will remain unchanged. In addition, the occurrence of adverse economic
conditions, natural disasters, or other circumstances specific to Florida could
have a material adverse effect on the Company's business. Although Hurricane
Andrew, in 1992, slightly constricted the property insurance business in
Florida, the Company does not believe it significantly affected the insurance
agency and brokerage business.

6
<PAGE> 8

RELIANCE ON MANAGEMENT

Although the Company is operated with decentralized management systems, the
loss of the services of J. Hyatt Brown, the Company's Chairman, President and
Chief Executive Officer, who beneficially owns approximately 23% of the
Company's outstanding Common Stock, could materially adversely affect the
Company. The Company maintains a $5 million key man life insurance policy with
respect to Mr. Brown. The Company also maintains a $20 million insurance policy
on the lives of Mr. Brown and his wife. Under the terms of an agreement with Mr.
and Mrs. Brown, at the request of the Brown estate, the Company will purchase,
upon the death of the later to die of Mr. Brown and his wife, up to a maximum
number of shares of Common Stock of the Company owned by Mr. and Mrs. Brown that
will exhaust the proceeds of the policy. If the estate were to make such an
election, none of the proceeds of this $20 million policy would be available to
the Company for use in its ongoing operations.

ACQUISITION RISKS

The Company plans to pursue the acquisition of insurance agencies. See
"Business -- Lines of Business -- Retail Division." There can be no assurance
that the Company will be able successfully to identify suitable acquisition
candidates, complete acquisitions, integrate acquired businesses into its
operations, or expand into new markets. Once integrated, acquired entities may
not achieve levels of revenue, profitability, or productivity comparable to the
Company's existing locations, or otherwise perform as expected. The Company is
unable to predict whether or when any prospective acquisition candidates will
become available or the likelihood that any acquisition will be completed should
any negotiations commence. The Company competes for acquisition and expansion
opportunities with entities that have substantially greater resources. In
addition, acquisitions involve a number of special risks, such as diversion of
management's attention, difficulties in the integration of acquired operations
and retention of personnel, entry into unfamiliar markets, unanticipated
problems or legal liabilities, and tax and accounting issues, some or all of
which could have a material adverse effect on the Company's results of
operations and financial condition.

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 much greater resources and market presence than the Company
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. In addition, legislation has been introduced in the
United States Congress that proposes to liberalize legal restraints on the
business activities of financial institutions. If such changes are instituted,
insurance agencies could encounter additional competition from financial
institutions. The Company is unable to assess the likelihood that such changes
will be instituted or the effect that such competition may have on its business.

EFFECT OF POSSIBLE TORT REFORM

Legislation concerning tort reform is currently being considered in the
United States Congress and in several states. Among the provisions being
considered for inclusion in such legislation are limitations on damage awards,
including punitive damages, and various restrictions applicable to class action
lawsuits, including lawsuits asserting professional liability of the kind for
which insurance is offered under policies sold by the Company's Program
Division. Enactment of these or similar provisions by Congress or by states in
which the Company sells insurance, could result in a reduction in the demand for
liability insurance policies or a decrease in policy limits of such policies
sold, thereby reducing the Company's commission revenues. The Company cannot
predict whether any such legislation will be enacted or, if enacted, the form
such legislation will take, or the effect, if any, such legislation could have
on its operations.

7
<PAGE> 9

<TABLE>
<CAPTION>
USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares.

PRICE RANGE OF COMMON STOCK

The Common Stock is traded on The Nasdaq Stock Market under the symbol
"POBR." The following table sets forth, for the periods indicated, the high and
low sale price per share for the Common Stock, as reported on The Nasdaq Stock
Market.

HIGH LOW
-------- --------
<S> <C> <C>
1993
First Quarter............................................................ $19.00 $16.00
Second Quarter........................................................... 21.25 17.25
Third Quarter............................................................ 20.00 18.25
Fourth Quarter........................................................... 20.25 16.88
1994
First Quarter............................................................ $19.50 $17.00
Second Quarter........................................................... 20.75 18.00
Third Quarter............................................................ 22.75 19.50
Fourth Quarter........................................................... 21.75 19.50
1995
First Quarter............................................................ $22.50 $20.25
Second Quarter........................................................... 24.50 21.50
Third Quarter (through August 2, 1995)................................... 24.25 23.25
</TABLE>

On August 9, 1995, the last sale price of the Common Stock as reported on
The Nasdaq Stock Market was $23.63 per share. As of August 9, 1995, there were
approximately 924 holders of record of the Common Stock.

DIVIDEND POLICY

Cash dividends of $.10 per share were paid to shareholders on February 19,
1994, May 20, 1994 and August 19, 1994, and cash dividends of $.12 per share
were paid to shareholders on November 18, 1994, February 17, 1995 and May 19,
1995. The Company intends to continue paying quarterly dividends, subject to
declaration by the Board of Directors. The Board of Directors has declared a
dividend of $.12 per share, payable on August 18, 1995, and has established
August 3, 1995 as the record date for determining shareholders of the Company
entitled to receive the dividend.

Purchasers of Common Stock in this offering will not receive the quarterly
dividend payable on August 18, 1995.

8
<PAGE> 10

CAPITALIZATION

The table below sets forth the unaudited capitalization of the Company as
of June 30, 1995. This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's Consolidated Financial Statements and the Notes thereto which
appear elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1995
--------------
(IN THOUSANDS)
<S> <C>
Long-term debt, including current portion of $1,420,000(1)..................... $ 9,619
---------
Shareholders' equity:
Common stock................................................................. 867
Additional paid-in capital................................................... 2,403
Retained earnings............................................................ 40,704
Net unrealized appreciation of available for-sale securities................. 5,304
---------
Total shareholders' equity........................................... 49,278
---------
Total capitalization........................................................... $ 58,897
=========
</TABLE>

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

(1) Of the $1,420,000 current portion, $1,000,000 was paid on August 1, 1995.

9
<PAGE> 11

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

The selected consolidated financial data presented below as of and for the
years ended December 31, 1990 through 1994, have been derived from the
Consolidated Financial Statements of the Company audited by Ernst & Young LLP.
The selected consolidated financial data presented below as of and for the six
months ended June 30, 1994 and 1995, are derived from the unaudited consolidated
financial statements of the Company. The operating results for the six months
ended June 30, 1995 are not necessarily indicative of the results that may be
expected for the full year. In the opinion of the Company, the unaudited
consolidated financial statements include all adjustments (consisting of normal
recurring accruals and the adjustment described in Note 3 below) necessary for a
fair presentation of the information set forth herein. The data set forth below
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto appearing elsewhere in this Prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Effective March 1, 1995, the Company acquired Insurance West by merger. The
merger has been accounted for as a pooling-of-interests and, accordingly, the
Company's financial statements have been restated for all periods prior to the
merger. See Note 2 of the Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------------------------- -------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Commissions and fees(1)......................... $ 80,202 $ 81,879 $ 88,276 $ 94,420 $ 95,852 $ 48,137 $ 50,803
Investment income(2)............................ 2,049 2,954 2,439 2,061 5,126 3,488 1,856
Other income.................................... 361 419 793 1,340 602 238 330
-------- -------- -------- -------- -------- -------- --------
Total revenues(1)(2)............................ 82,612 85,252 91,508 97,821 101,580 51,863 52,989
-------- -------- -------- -------- -------- -------- --------
Employee compensation and benefits(1)........... 44,633 45,872 51,456 52,699 52,554 26,315 28,051
Other operating expenses(1)(4).................. 22,287 21,812 25,159 25,930 22,848 11,919 11,692
Interest and amortization....................... 5,996 6,761 6,575 6,145 5,592 2,854 2,418
-------- -------- -------- -------- -------- -------- --------
Total expenses(1)(4)............................ 72,916 74,445 83,190 84,774 80,994 41,088 42,161
-------- -------- -------- -------- -------- -------- --------
Income before income taxes and loss from
discontinued operations....................... 9,696 10,807 8,318 13,047 20,586 10,775 10,828
Income taxes(3)................................. 3,667 4,122 4,180 4,929 7,067 4,132 3,717
-------- -------- -------- -------- -------- -------- --------
Income from continuing operations(2)(3)(4)...... 6,029 6,685 4,138 8,118 13,519 6,643 7,111
Loss from discontinued operations(5)............ 190 805 1,580 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income(2)(3)(4)............................. $ 5,839 $ 5,880 $ 2,558 $ 8,118 $ 13,519 $ 6,643 $ 7,111
======== ======== ======== ======== ======== ======== ========
PER SHARE DATA:
Income per share from continuing
operations(2)(3)(4)........................... $ .71 $ .80 $ .48 $ .95 $ 1.56 $ .77 $ .82
Loss per share from discontinued
operations(5)................................. .02 .10 .18 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income per share(2)(3)(4)................... $ .69 $ .70 $ .30 $ .95 $ 1.56 $ .77 $ .82
======== ======== ======== ======== ======== ======== ========
Cash dividends per common share................. $ .32 $ .32 $ .40 $ .40 $ .42 $ .20 $ .24
Weighted average number of shares outstanding... 8,431 8,389 8,569 8,571 8,670 8,615 8,696
OPERATING DATA:
Ratio of employee compensation and benefits to
total revenues(6)............................. 54.0% 53.8% 56.2% 53.9% 52.9% 53.0% 52.9%
Ratio of other operating expenses to total
revenues(6)................................... 27.0% 25.6% 27.5% 26.5% 23.0% 24.0% 22.1%
Ratio of income before income taxes to total
revenues(6)................................... 11.7% 12.7% 9.1% 13.3% 20.7% 21.7% 20.4%
Revenue per employee(6)(7)...................... $ 75,102 $ 79,452 $ 82,365 $ 97,626 $ 99,895 $ 48,372 $ 53,363
</TABLE>

10
<PAGE> 12

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
---------------------------------------------------- ---------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................... $ 20,485 $ 18,740 $ 18,806 $ 27,132 $ 23,185 $ 29,876 $ 33,208
Premiums and commissions receivable, net.... 50,365 47,686 59,478 54,308 56,784 49,642 46,760
Total assets................................ 122,393 117,156 129,143 134,924 140,980 135,780 141,560
Premiums payable to insurance companies..... 64,822 52,030 62,421 67,078 63,195 62,537 59,280
Long-term debt.............................. 15,276 19,254 18,870 17,637 7,430 12,933 8,199
Shareholders' equity(8)..................... 17,561 22,039 21,232 27,246 44,106 37,721 49,278
</TABLE>

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

(1) See Note 3 of the Notes to Consolidated Financial Statements for information
regarding business purchase transactions that affect the comparability of
this information.
(2) During the first quarter of 1994 the Company sold 150,000 shares of its
investment in the common stock of Rock-Tenn Company, resulting in a gain of
$2,185,000 and an after-tax gain of $1,342,000, or $.16 per share.
(3) During the third quarter of 1994 the Company reduced its general tax
reserves by $700,000, or $.08 per share, as a result of a settlement
agreement with the Internal Revenue Service on certain outstanding
examination issues. During the six months ended June 30, 1995, the Company
reduced its general tax reserves by $450,000, or $.05 per share, as a
result of settling the remaining Internal Revenue Service examination
issues. See Note 9 of the Notes to Consolidated Financial Statements.
(4) Results of operations for 1992 and 1993 were negatively affected by expenses
related to the Merger. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
(5) Losses from discontinued operations were associated with the Company's
risk-bearing operation which was discontinued in 1988. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
(6) During 1994, the Company sold 150,000 shares of its investment in the common
stock of Rock-Tenn Company for $2,314,000, resulting in a gain of
$2,185,000. This gain has been excluded from the 1994 computations.
(7) Revenue per employee is based upon the number of full-time equivalent
employees at the end of the period.
(8) Shareholders' equity as of June 30, 1994, December 31, 1994, and June 30,
1995 increased $4,910,000, $5,341,000, and $5,304,000, respectively, as a
result of the Company's adoption of SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities," effective January 1, 1994. See
Note 1 of the Notes to Consolidated Financial Statements.

11
<PAGE> 13

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

GENERAL

The Company's revenues are comprised of commissions paid by insurance
companies, fees paid directly by clients, and investment income. Commission
revenues generally represent a percentage of the premium paid by the insured and
are materially affected by both fluctuations in premium rate levels charged by
insurance underwriters and the amount of premiums written by such underwriters.
Revenues are also affected by acquisitions, development of new and existing
proprietary programs, fluctuations in insured values and in the volume of
business from new and existing clients, and general economic and competitive
conditions. Contingent commissions may be paid to the Company by insurance
carriers based upon the volume and profitability of the business placed with
such carriers by the Company, and are generally received in the first quarter of
each fiscal year. In each of the last three years, contingent commissions have
totalled less than 3.5% of total revenues.

Fee revenues are substantially generated by the Service Division of the
Company, which offers administration and benefit consulting services primarily
in the workers' compensation and employee benefit self-insurance markets.
Florida's legislative reform of workers' compensation insurance, as well as
certain market factors, have resulted in increased competition in this service
sector. In response to the increased competition, the Company has offered
value-added services that enabled it to maintain 1994 fee revenues at a level
consistent with that recognized in 1993. For the past several years, service fee
revenues have ranged from 10.0% to 11.1% of total commissions and fees.

Investment income consists principally of gains and losses from sales of
investments of primarily fixed-income securities (other than the Company's
investment in Rock-Tenn Company ["Rock-Tenn"]), as well as interest earnings on
premiums and advance premiums collected and not immediately remitted to
insurance carriers. The Company's policy is to invest its funds in high-quality,
fixed-income investment securities.

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Under these new rules, debt securities that the Company has
both the positive intent and ability to hold to maturity would be classified as
"held-to-maturity" securities and would be reported at amortized cost.
Marketable equity securities and debt securities not classified as
held-to-maturity are classified as "available-for-sale." Available-for-sale
securities are reported at fair value, with unrealized gains and losses, net of
tax, reported as a separate component of shareholders' equity. Application of
these new rules resulted in a net increase of $5,341,000 and $5,304,000 in
shareholders' equity as of December 31, 1994 and June 30, 1995, respectively,
relating principally to the 509,064 shares of Rock-Tenn owned by the Company.

Insurance premiums are established by insurance companies based upon many
factors, none of which is controlled by the Company. Beginning in 1986 and
continuing into 1995, revenues have been adversely influenced by a consistent
decline in premium rates resulting from intense competition among property and
casualty insurers for market share.

The Company's revenues have continued to grow through initiatives to
generate new business and through development of new products, markets and
services. Coupled with this revenue growth, expenses were curtailed in 1994,
primarily as a result of operational efficiencies realized from the Merger, as
well as significant repayments of debt, which have reduced interest expense.

Effective March 1, 1995, the Company acquired Insurance West by merger.
This merger has been accounted for as a pooling-of-interests and, accordingly,
the Company's financial statements have been restated for all periods prior to
the merger.

The following discussion and analysis regarding results of operations and
liquidity and capital resources should be considered in conjunction with the
accompanying consolidated financial statements and related notes.

12
<PAGE> 14

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994

Commissions and Fees. Commissions and fees for the six months ended June
30, 1995 were $50,803,000 compared to $48,137,000 for the same period in 1994, a
6% increase. The increase is attributable to an increase in contingent
commissions of $919,000, revenues from acquired agencies of $914,000, and the
remainder primarily to new business production.

Investment Income. Investment income for the six months ended June 30,
1995 declined $1,632,000 from the same period in 1994. This decline is related
primarily to the $2,185,000 gain realized from the sale of approximately 23% of
the Company's investment in the common stock of Rock-Tenn that occurred in March
1994. Excluding this gain, investment income during the first six months of 1995
increased by $553,000, or 42%, over the same period in 1994. The increase in
investment income after excluding the gain from the Rock-Tenn stock sale is due
to increased available funds, the implementation of a consolidated cash
management program that has resulted in improved earnings on cash and cash
equivalents, and increased interest rates. The Company continues to own 509,064
shares of common stock of Rock-Tenn and has no current plans to sell these
shares.

Other Income. Other income consists primarily of gains and losses from the
sale and disposition of assets. Other income increased approximately $92,000 for
the six months ended June 30, 1995 over the same period in 1994.

Employee Compensation and Benefits. Compensation and employee benefits
increased 6.6% during the six months ended June 30, 1995 over the same period in
1994. This increase is due primarily to additional commission expense as a
result of the increased commission and fee revenues and the addition of $542,000
of expenses resulting from the accelerated vesting of benefits under certain
terminated deferred compensation arrangements. Compensation and employee
benefits as a percentage of commissions were generally consistent between the
1995 and 1994 periods. As of June 30, 1995, the Company had 993 full-time
equivalent employees compared to 1,027 at June 30, 1994.

Other Operating Expenses. Other operating expenses for the six months
ended June 30, 1995 declined $227,000 from the same period in 1994 and declined
as a percentage of commissions and fees from 24.8% to 23.0%. This decline is due
primarily to continued improvements in operational efficiencies.

Interest and Amortization. Interest and amortization expense declined
$436,000 during the six months ended June 30, 1995 from the same period in 1994.
This decline is primarily as attributable to lower average borrowings.

Income Taxes. The Company's effective tax rate for the six-month period
ended June 30 declined from 38.3% in 1994 to 34.3% in 1995. The decline in the
effective tax rate is primarily the result of a $450,000 reduction in the
Company's income tax reserves during the first quarter of 1995 due to the
favorable tax settlement in March 1995 of the remaining outstanding Internal
Revenue Service ("IRS") examination assessments protested by the Company, as
described below. The Company's effective tax rate excluding this $450,000 tax
reduction is 38.5%.

Net Income Summary. Net income for the six months ended June 30, 1995 was
$7,111,000, or $.82 per share, as compared to net income of $6,643,000, or $.77
per share, for the same period in 1994. The 1995 earnings per share includes a
favorable tax reserve adjustment of $.05 per share resulting from the reduction
in general tax reserves stemming from the March 1995 settlement of the Company's
remaining IRS examination issues. The 1994 earnings per share includes a $.16
per share gain from the sale of approximately 23% of the Company's investment in
common stock of Rock-Tenn. Excluding these items, earnings per share increased
from $.61 in 1994 to $.77 in 1995, a 26% increase.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Commissions and Fees. Commissions and fees increased 2% in 1994, 7% in
1993 and 8% in 1992. Excluding the effects of acquisitions, commissions and fees
would have increased 4% in 1993 compared to a decrease of 2% in 1992.
Acquisition activity in 1994 did not have a material impact on commissions and
fees.

13
<PAGE> 15

Although in general, property and casualty insurance premium prices during 1994
remained competitive, there were some increases in premium rates for coastal
properties as a result of recent Florida storms, such as Hurricane Andrew, and
some increases in insurable exposure units that occurred toward the end of 1994.

Investment Income. Investment income increased $3,065,000 in 1994 to
$5,126,000 compared to a decrease of $378,000 in 1993 to $2,061,000. The 1994
results included a $2,185,000 gain from the sale of approximately 23% of the
Company's investment in the common stock of Rock-Tenn. This sale was in
conjunction with an initial public offering by Rock-Tenn of its common stock.

Other Income. During 1994, gains on the sale of customer accounts
aggregated $411,000. During 1993, certain customer accounts were sold for an
aggregate net gain of $864,000, of which $818,000 related to the sale of two of
the Company's retail operations in Tallahassee, Florida and Westlake Village,
California. In 1992, customer accounts were sold for $715,000.

Employee Compensation and Benefits. Employee compensation and benefits
remained constant in 1994 compared to an increase of less than 3% in 1993.
Without acquisitions, employee compensation and benefits expense remained
constant in 1994 and would have decreased less than 1% in 1993. As of December
31, 1994, the Company had 993 full-time equivalent employees compared to 1,002
at the beginning of the year. The impact of the reduction in personnel during
1994 was offset by increases in compensation due to merit raises and
production-related increases. The Merger also resulted in a reduction of
personnel throughout 1993. This reduction was offset primarily by increases in
vacation benefits, operational bonuses, and certain deferred compensation
arrangements.

Other Operating Expenses. Other operating expenses declined 12% in 1994
compared to an increase of approximately 3% in 1993. Without acquisitions,
operating expenses would have still declined 12% in 1994 and would have
increased less than 1% in 1993. The 1994 decline is primarily attributable to
approximately $2,500,000 of costs incurred in 1993 related to the Merger and
subsequent improvements in operational efficiencies that resulted in decreases
to most other operating expenses. Excluding the $2,500,000 of Merger-related
costs, most of the 1993 other operating expenses declined from their 1992
levels. Other operating expenses for 1992 included a $1,538,000 charge for
certain costs and uncollectible receivables, of which approximately $800,000
originated from previous acquisitions. In addition, 1992 also included $481,000
of costs incurred in conjunction with the Merger.

Interest and Amortization. Interest and amortization declined $553,000 and
$430,000 or 9% and 7% in 1994 and 1993, respectively, due primarily to a
reduction in outstanding debt in 1994 and 1993 and the refinancing of certain
debt in 1993 at lower interest rates.

Income Taxes. The effective rate on income from operations was 34.3% in
1994, 37.8% in 1993 and 50.3% in 1992. The lower effective tax rate in 1994 is
primarily due to the effect of recording a $700,000 reduction to the general tax
reserves as a result of a settlement agreement with the IRS on certain
outstanding examination issues, as described below. The higher effective rate in
1992 was primarily due to non-deductible amortization of certain intangible
assets, establishment of additional general tax reserves related to the IRS
examinations, and a taxable gain differential on a building sale relating to an
acquisition in 1990.

In 1992, the IRS completed examinations of the Company's federal income tax
returns for tax years 1988, 1989 and 1990. As a result of these examinations,
the IRS issued Reports of Proposed Adjustments asserting income tax deficiencies
which, by including interest and state income taxes for the periods examined and
the Company's estimates of similar adjustments for subsequent periods through
December 31, 1993, would total $6,100,000. The disputed items related primarily
to the deductibility of amortization of purchased customer accounts of
approximately $5,107,000 and non-compete agreements of approximately $993,000.
In addition, the IRS's report included a dispute regarding the time at which the
Company's payments made pursuant to certain indemnity agreements would be
deductible for tax reporting purposes. During 1994, the Company reached a
settlement agreement with the IRS with respect to certain of the disputed
amortization items and the indemnity agreement payment issue. This settlement
reduced the total remaining asserted

14
<PAGE> 16

income tax deficiencies to approximately $2,800,000 as of December 31, 1994. In
March 1995, the Company reached an agreement with the IRS on the remaining
unsettled items.

Discontinued Operations. In 1992, the Company recorded a significant
charge of $1,580,000, or $0.18 per share, relating to discontinued operations.
This charge was associated with the Company's risk-bearing operation, Whiting
National Insurance Company ("Whiting"), which was discontinued in 1988. The
charge resulted primarily from a re-evaluation of the Company's expected
recoveries associated with its indemnity of a reinsurance agreement and, to a
lesser extent, from a strengthening of reserves for that indemnity.

The Company had historically estimated that certain recoveries related to
the indemnity were available to it from the insolvency of Whiting, placed in
liquidation in 1988. While none of the underlying facts had changed, the
activity associated with the liquidation of Whiting had proceeded more slowly
than anticipated, making realization of those recoveries uncertain. The
elimination of those recoveries accounts for approximately three-fourths of the
discontinued operations charge. In addition, the Company bolstered reserves
associated with the underlying indemnity obligations, further increasing the
charge. These reserves are expected to be settled over many years and do not
require any immediate significant cash outlays.

Management currently expects that the existing reserves will be sufficient
to provide for its responsibility under the indemnity agreement. Accordingly,
management believes that the Company's future operating results and financial
position will not be materially affected by this indemnity.

Net Income Summary. The Company's net income was $13,519,000 in 1994,
$8,118,000 in 1993, and $2,558,000 in 1992. The Company's net income per share
was $1.56, $0.95, and $0.30 in 1994, 1993 and 1992, respectively. Net income per
share was affected by discontinued operation charges of $0.18 in 1992. The 1994
net income includes a net after-tax gain of approximately $1,342,000, or $.16
per share, from the Company's sale of part of its investment in Rock-Tenn. The
1994 net income was also positively impacted by $.08 per share as a result of a
favorable settlement of part of the Company's IRS examination and the related
reduction in general tax reserves (see "Income Taxes"). Excluding these items,
net income in 1994 increased $.38 per share, primarily as a result of an
increase in commissions and fees of approximately 2% and a decrease in expenses
of approximately 4%.

LIQUIDITY AND CAPITAL RESOURCES

The Company utilizes cash provided by operating activities to finance
acquisitions, purchase fixed assets, repay indebtedness, and pay dividends.

During the year ended December 31, 1994, and the six months ended June 30,
1995, the Company's operating activities provided $10,396,000 and $14,802,000 of
cash, respectively. During those same periods, the Company used $339,000 and
$2,498,000, respectively, in investing activities primarily for purchases of
fixed assets and businesses. During fiscal 1994 and the six months ended June
30, 1995, the Company used $14,004,000 and $2,281,000, respectively, of cash for
financing activities, representing principally the repayment of long-term debt
and notes payable and the payment of cash dividends.

The Company uses its cash and cash equivalents and credit facilities to
fund its day-to-day cash requirements. The Company's cash and cash equivalents
were $23,185,000 and $33,208,000 at December 31, 1994 and June 30, 1995,
respectively.

The Company has a credit agreement with CNA under which $7,000,000 (the
maximum amount available for borrowings) was borrowed at June 30, 1995 at an
interest rate equal to the prime lending rate plus one percent. The amount
available under this facility will decrease by $1,000,000 each August through
the year 2001, when it will expire. On August 1, 1995, the Company made a
mandatory $1,000,000 payment, reducing the outstanding balance to $6,000,000.
See "Risk Factors -- Reliance on Significant Underwriter."

In November 1994, the Company entered into a revolving credit facility with
a national banking association that provides for borrowings of up to
$10,000,000. On borrowings under this facility of less than $1,000,000, the
interest rate is the higher of the prime rate or the federal funds rate plus
.50%. On borrowings under this facility equal to or in excess of $1,000,000, the
interest rate is LIBOR plus .50% to 1.25%,

15
<PAGE> 17

depending on certain financial ratios. A commitment fee is assessed in the
amount of .25% per annum on the unused balance. The facility expires in November
1997. No borrowings were outstanding against this line of credit as of June 30,
1995. Borrowings would be secured by substantially all of the assets of the
Company, subject to existing or permitted liens.

The Company believes that its existing cash, cash equivalents, short-term
investments, funds generated from operations, and available credit facility
borrowings are sufficient to satisfy its normal financial needs for the near
term. The Company's current ratio was 1.10 to 1.0, 1.03 to 1.0 and .97 to 1.0,
as of December 31, 1994, 1993, and 1992, respectively. The increase in the ratio
at December 31, 1994 was primarily the result of lower premiums payable to
insurance companies, lower accounts payable and accrued expenses and less
outstanding current portion of long-term debt at year end. The increase in the
ratio at December 31, 1993 as compared to December 31, 1992 was primarily the
result of higher net cash flows from operations. Premiums payable to insurance
companies generally exceed the amount of premiums receivable from customers
because of the Company's billing and collection practices and its agreed payment
period terms with insurance companies.

16
<PAGE> 18

THE COMPANY

The Company is the largest insurance agency headquartered in the
southeastern United States and the twelfth largest insurance agency in the
country, based on total revenues, as reported in Business Insurance, an industry
trade publication. 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 Service Division, which
offers administration and benefit consulting services primarily in the workers'
compensation and employee benefit self-insurance markets.

The Retail Division targets middle-market companies (annual premiums
between $50,000 and $500,000), which have historically provided the Company with
higher profit margins as compared to large-market companies. The Company
believes it derives a competitive advantage from its decentralized management
structure. This allows management at the Retail Division's 23 offices to explore
new initiatives, respond rapidly to new opportunities, and attract and retain
high-quality people. The Retail Division's operations are concentrated in
Florida; 70.5% of the division's commissions and fees for the year ended
December 31, 1994 was attributable to its Florida offices.

The Company was organized in 1959 and prior to the Merger operated as P&A.
On April 28, 1993, a subsidiary of P&A merged with B&B, and the name of the
Company was changed to Poe & Brown, Inc. The primary objectives of the Merger
were to combine P&A's historically strong program operations with B&B's
comparatively high-margin retail operations and to obtain certain synergies as a
result of the combination. William F. Poe resigned as the Chief Executive
Officer of the Company following the Merger, and J. Hyatt Brown, the President
of B&B, became the President and Chief Executive Officer of the Company and its
largest shareholder. In August 1994, William F. Poe resigned as Chairman of the
Board of Directors and was succeeded by J. Hyatt Brown. William F. Poe and
certain family members and affiliates, all of whom are Selling Shareholders in
this Offering, will reduce their aggregate record ownership of the outstanding
shares Common Stock from 19.8% to less than 1%, as a result of this Offering
(assuming exercise of the Underwriters' over-allotment option). See "Principal
and Selling Shareholders." William F. Poe and his brother, Charles W. Poe, serve
as directors of the Company, but are not involved in management. William F. Poe,
Jr. is employed as an insurance agent with the Company and serves as a director,
but is not involved in management of the Company.

17
<PAGE> 19

BUSINESS

INDUSTRY OVERVIEW

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 the softness in rates on the Company's revenues has been somewhat
offset by the Company's acquisitions and new business programs. The Company
cannot predict the timing or extent of premium pricing changes due to market
conditions or their effect on the Company's operations in the future, but
believes that the "soft market" conditions will continue into 1996.

In recent years, risk-bearing insurance companies have sought greater
operating efficiencies by reducing their agent sales forces. The Company expects
that large underwriters will continue to outsource the production of premium
revenue to non-affiliated insurance agents, and the Company intends to continue
to capitalize on this trend. See "Risk Factors -- Industry Risks."

BUSINESS OVERVIEW

The Company's business is divided into four divisions: (i) the Retail
Division; (ii) the Program Division; (iii) the Service Division; and (iv) the
Brokerage Division. The Retail Division is composed of Company employees in 23
offices that market and sell a broad range of insurance products to insureds.
The Program Division works with underwriters to develop proprietary insurance
programs for specific niche markets. These programs are marketed and sold
primarily through approximately 270 non-affiliated independent agencies,
representing approximately 2,000 independent agents throughout 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 self-insurance markets. The Brokerage Division markets and
sells excess and surplus commercial insurance primarily through non-affiliated
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, 1994 and for the six months ended
June 30, 1994 and 1995 (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:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- ----------------------------------
1992 % 1993 % 1994 % 1994 % 1995 %
------- ---- ------- ---- ------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retail Division(1)........ $55,910 63.3% $58,959 62.4% $56,018 58.4% $29,210 60.7% $30,085 59.2%
Program Division.......... 21,988 24.9% 23,633 25.0% 26,519 27.7% 12,255 25.5% 13,342 26.3%
Service Division.......... 8,816 10.0% 10,166 10.8% 10,643 11.1% 5,173 10.7% 5,303 10.4%
Brokerage Division........ 1,562 1.8% 1,662 1.8% 2,672 2.8% 1,499 3.1% 2,073 4.1%
------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Total................. $88,276 100% $94,420 100% $95,852 100% $48,137 100% $50,803 100%
======= ==== ======= ==== ======= ==== ======= ==== ======= ====
</TABLE>

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

(1) In 1993 and 1994, the Company sold retail offices in Tallahassee, Florida
and Westlake Village, California and various other customer accounts. Over
half of the decline in Retail Division revenues from 1993 to 1994 is
attributable to those dispositions.

18
<PAGE> 20

BUSINESS STRATEGY

The Company's objective is to maximize long-term shareholder value by
achieving consistent annual revenue growth while maintaining profitability. The
Company's strategy to achieve revenue growth is to expand internally in its
existing businesses, to create new proprietary products within the Program
Division, and to acquire selected independent agencies on an opportunistic
basis. The Company expects to continue to capitalize on its strong position in
the Florida market and to emphasize its expertise in serving middle-market
companies, where the Company has historically achieved higher profit margins.

The Company's strategy to achieve targeted margin enhancements is based
upon consistently superior resource productivity. Elements facilitating such
productivity include:

- Quality Personnel. The Company believes its most important competitive
factor is its ability to recruit, train, and retain quality
entrepreneurial people who respond to challenges. The Company provides
incentives and educational opportunities for its employees at virtually
every level of the organization.

- Decentralized Profit Centers. The Company's four divisions are divided
into profit centers based upon office location or specific line of
business or service. Each profit center has a manager who maintains
responsibility for that profit center's financial results. Each profit
center's results therefore depend upon the leadership and creativity of
the manager. With the exception of the Program Division, the profit
centers are not restricted in their sales efforts by territory or product.

- Incentive Compensation. To align the interests of profit center managers
with those of shareholders, the Company maintains an incentive
compensation plan that pays profit center managers annual performance
bonuses that are tied directly to each profit center's operating profit
margin. These bonuses typically are a significant portion of a profit
center manager's total compensation.

LINES OF BUSINESS

RETAIL DIVISION

The Retail Division operates through 23 locations in eight states. These
locations employ approximately 550 persons, and offer principally property and
casualty insurance products. The Company also sells and services a wide range of
group and individual life, accident, health, hospitalization, medical and dental
insurance products.

19
<PAGE> 21

The following table sets forth (i) the total commissions and fees derived
by the Retail Division on a state of origination basis for each of the three
years in the period ended December 31, 1994, and for each of the six-month
periods ended June 30, 1994 and 1995, and (ii) the number of Retail Division
offices and agents in each such state as of July 1, 1995:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
NUMBER NUMBER --------------------------- -----------------
STATE(1) AGENTS OFFICES 1992 1993 1994 1994 1995
-------------------------- ------ ------ ------- ------- ------- ------- -------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
Florida................... 88 15 $39,346 $40,706 $39,491 $20,420 $22,564
Arizona................... 12 1 4,574 4,534 4,555 2,258 2,298
Texas..................... 8 1 3,811 3,829 3,363 1,787 1,511
New Jersey................ 5 2 3,325 4,047 3,478 2,046 1,496
California................ 5 1 1,799 2,976 2,889 1,568 1,153
Georgia................... 12 1 2,284 1,862 1,372 688 704
North Carolina............ 4 1 771 1,005 870 443 359
Pennsylvania(2)........... 5 1 0 0 0 0 0
------ -- ------- ------- ------- ------- -------
TOTAL........... 139 23 $55,910 $58,959 $56,018 $29,210 $30,085
====== ====== ======= ======= ======= ======= =======
</TABLE>

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

(1) Revenues are classified by state of origination, rather than customer
location. Consequently, reported revenues include sales to customers
located in other states.
(2) Effective July 1, 1995 the Company acquired Robert Scott Gordon, Inc., based
in a suburb of Philadelphia.

No material part of the Company's retail business depends upon a single
customer or a few customers. During 1994, the Company's Retail Division received
approximately $365,000 of fees and commissions from Rock-Tenn, the Company's
largest single Retail Division customer. Such amount represented less than 1% of
the Retail Division's total commission and fee revenues for 1994.

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.

The Company expects to entertain strategic acquisitions that complement the
Company's existing base of retail business. Company profit center managers
occasionally alert Company management to acquisition opportunities which they
believe to be favorable. All acquisition candidates are evaluated by the
acquisition committee of the Company, which reports to the Board of Directors.
As opportunities are identified, the Company may engage in discussions with
interested parties concerning possible transactions. The Company has evaluated
and is evaluating such opportunities and prospects and will continue to do so
throughout 1995. The Company cannot predict if any transactions will be
consummated, nor the terms or form of consideration that may be required. The
Company has historically paid for its acquisitions with cash, although at times
it has utilized shares of its Common Stock as consideration, particularly to
provide incentives for management of the seller to remain in leadership
positions with the Company. See "Risk Factors -- Acquisition Risks."

PROGRAM DIVISION

The Program Division tailors an insurance product 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 an association. The Program
Division's programs are marketed and sold primarily through a national network
of approximately 270 non-affiliated independent agencies, representing
approximately 2,000 independent agents, who solicit customers through
advertisements in association publications, direct mailings and personal
contact. The Company also markets these products directly in Florida through the
Program Division's Professional Services Program. Under agency agreements with
the insurance companies that underwrite these programs, the Company usually has

20
<PAGE> 22

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 to assess the
coverage needs of various professional groups and trade associations to which
the Company does not presently offer insurance products. Among other techniques,
these methods include interviews with members of prospective professional 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 most instances, a professional or trade association concerning
endorsement of the program. 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. Several new programs are currently being reviewed by the Company.
There can be no assurance, however, as to whether the Company will be successful
in developing any such new programs or what the market reception will be.

Bruce G. Geer, Executive Vice President of the Company in charge of the
Program Division and a member of the Company's Board of Directors, has notified
the Company that he will resign as an officer of the Company effective September
1, 1995. Mr. Geer will remain a member of the Company's Board of Directors and
will continue to be employed on a part-time basis as a consultant through 1995.
Since July 1, 1995, two senior profit center managers in the Program Division
have overseen its operations.

Professional Groups. The professional groups targeted by the Program
Division include dentists, attorneys, physicians, and optometrists and
opticians. Set forth below is a brief description of the programs offered to
these four major professional groups.

- Dentists: The largest program marketed by the Program Division is a
package insurance policy known as the Professional Protector Plan(R), which
provides comprehensive coverages for dentists, including practice protection and
professional liability. This program was initiated in 1969, is endorsed by more
than 25 state dental societies, and is offered in 49 states, the District of
Columbia, the Virgin Islands, and Puerto Rico. This program presently insures
approximately 37,300 dentists, which the Company believes represents
approximately 27% 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 presently insures approximately 38,500 attorneys and is
offered in 45 states.

- 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 was initiated in 1980, is offered
in seven states, and insures approximately 4,000 physicians.

- 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 approximately 6,900
optometrists and opticians in all states and Puerto Rico.

The professional group programs described above are underwritten
predominantly through CNA. The Company and CNA are parties to Program Agency
Agreements with respect to each of the programs described above. Among other
things, these agreements 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
must use its best efforts to promote the programs and to solicit and sell
program policies. The Company is compensated through commissions on premiums,
which vary with respect 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 cancelable by either party on six
months'

21
<PAGE> 23

or one year's advance written notice for any reason. An agreement may also be
terminated upon breach, by the non-breaching party, subject to certain
opportunities to cure the breach.

The Company believes its relationship with CNA is excellent and that CNA is
committed to the programs administered by the Company. However, should CNA
become unable or unwilling to continue underwriting such programs, the Company
does not believe it would encounter difficulty replacing CNA as the underwriter
of the business, although some additional expense and loss of market share would
at least initially result. See "Risk Factors -- Reliance On Significant
Underwriter."

Commercial. The Program Division's Towing Operators Protector Plan(R) was
introduced in 1993 and currently provides specialized insurance products to
tow-truck operators in 19 states. The Automobile Dealers Protector Plan(R)
insures used car dealers, not affiliated with manufacturers, in Florida through
a program endorsed by the Florida Independent Auto Dealers Association. In 1994,
this Plan expanded into six additional states, and currently insures
approximately 2,200 dealers in seven states. This program is underwritten by TIG
Insurance Company.

Health Care Insurers, Inc. ("HCI"), a wholly owned subsidiary of the
Company located in Colorado Springs, Colorado, was created in 1989 to market and
sell professional liability and property coverages to hospitals, laboratories,
nursing homes, medical groups, and clinics. HCI currently represents 160 clients
in ten states.

The Insurance Administration Center ("IAC") became a wholly owned
subsidiary of the Company in 1989. IAC was founded in 1962 to serve as insurance
consultant to the National Association of Wholesaler-Distributors ("NAW") and,
through NAW, NAW's industry associations, which have a total of approximately
40,000 members. IAC currently serves NAW members as a third-party administration
facility for life and health coverages, and markets and sells various employee
benefits, property, and casualty insurance products to NAW members.

IAC's third-party administration services include billing, premium
accounting, eligibility, enrollment, claims payments, and financial reporting,
and IAC currently processes claims for approximately 350 employers associated
with NAW in a program for which New York Life Insurance Company is the lead
underwriter. Since April 1995, IAC's property and casualty offerings have been
principally underwritten by General Accident Insurance Company. Prior to that
time, they were principally underwritten by CIGNA.

Revenue Breakdown Among Programs. The table below contains a breakdown of
the total commission and fee revenues attributable to each of the Program
Division's programs for each of the three years in the period ended December 31,
1994, and for each of the six-month periods ended June 30, 1994 and 1995:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
----------------------------- ------------------
PROGRAM 1992 1993 1994 1994 1995
------------------------------------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Lawyers Protector Plan............... $ 5,019 $ 6,529 $ 7,839 $ 3,701 $ 4,418
Professional Protector Plan.......... 7,964 8,133 8,337 3,664 3,757
Automobile Dealers Protector Plan.... 1,032 1,225 1,420 720 1,393
IAC-Employee Benefits................ 2,358 2,018 2,193 1,055 1,113
Physicians Protector Plan............ 2,859 2,936 2,913 1,231 1,043
Professional Services Program........ 0 372 932 465 445
Health Care Insurers, Inc............ 834 712 755 291 430
Optometric Protector Plan............ 747 687 886 488 417
Towing Operators Protector Plan...... 0 86 154 56 212
National Association of Wholesaler
Distributors -- Property &
Casualty........................... 1,175 935 1,090 584 114
------- ------- ------- ------- -------
TOTAL...................... $21,988 $23,633 $26,519 $12,255 $13,342
======= ======= ======= ======= =======
</TABLE>

22
<PAGE> 24

SERVICE DIVISION

The Service Division consists of two separate components: (i) insurance and
related services as a third-party administrator ("TPA") 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, including benefit consulting, 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 2,000 employers representing more than $1.7 billion of employee
payroll. The Service Division's largest workers' compensation contract
represents approximately 71% of the Company's workers' compensation TPA
revenues, or 5% of the Company's total commission and fee revenues. This
contract expires December 31, 1995; negotiations to renew it are in process.

The total revenues derived by the Service Division for the three years
ended December 31, 1992, 1993 and 1994 were $8,816,000, $10,166,000 and
$10,643,000, respectively, and for the six-month periods ended June 30, 1994 and
1995 were $5,173,000 and $5,303,000, respectively. The Service Division has five
agents located in two offices in Florida.

BROKERAGE DIVISION

The Brokerage Division markets excess and surplus lines and specialty
insurance products to the Company's Retail Division, as well as other retail
agencies throughout Florida and the Southeast. 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 total revenues derived by the Brokerage Division's two
offices (both in Florida) for the three years ended December 31, 1992, 1993 and
1994 were $1,562,000, $1,662,000 and $2,672,000, respectively, and for the six-
month periods ended June 30, 1994 and 1995 were $1,499,000 and $2,073,000,
respectively. Effective July 1, 1995, the Company acquired Roehrig Flood &
Associates, Inc., an excess and surplus lines broker located in St. Petersburg,
Florida.

EMPLOYEES

As of June 30, 1995, the Company had 993 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 continue
generally for a period of at least 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.

23
<PAGE> 25

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 much greater resources and market presence than the Company
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.

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.

24
<PAGE> 26

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information, as of July 31, 1995, concerning the
Company's directors and executive officers.

<TABLE>
<CAPTION>
YEAR FIRST
BECAME
NAME POSITIONS AGE A DIRECTOR
-------------------------- ------------------------------------------------- --- ----------
<S> <C> <C> <C>
J. Hyatt Brown............ Chairman, President, and Chief Executive Officer 58 1993
Kenneth E. Hill........... Executive Vice President and Director 57 1993
Jim W. Henderson.......... Executive Vice President and Director 49 1993
Bruce G. Geer(1).......... Executive Vice President and Director 48 1991
William F. Poe(2)......... Director 64 1979(3)
Samuel P. Bell, III....... Director 56 1993
Theodore J. Hoepner....... Director 54 1994
Charles W. Poe(2)......... Director 66 1958
William F. Poe, Jr.(2).... Director 39 1994(4)
V. C. Jordan, Jr.......... Vice Chairman 65 --
Vice President, Treasurer, and Chief Financial
Timothy L. Young.......... Officer 32 --
Laurel J. Lenfestey....... Vice President, Secretary, and General Counsel 36 --
</TABLE>

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

(1) Mr. Geer has resigned as Executive Vice President, effective September 1,
1995. He is expected to continue to serve as a director following his
resignation and to be employed on a part-time basis as a consultant through
1995.
(2) William F. Poe and Charles W. Poe are brothers, and William F. Poe, Jr. is
the son of William F. Poe.
(3) In 1974, Mr. Poe resigned when he was elected Mayor of the City of Tampa. At
the expiration of his term as Mayor in 1979, Mr. Poe was reappointed to the
Board.
(4) Mr. Poe, Jr. was a director of the Company from April 1991 through April
1993, when he resigned as part of the Merger. Mr. Poe, Jr. was re-elected
to the Board in January.

J. HYATT BROWN. Mr. Brown has been the President and Chief Executive
Officer of the Company since April 1993, and the Chairman of the Board of
Directors since August 1994. Mr. Brown has been President and Chief Executive
Officer of B&B, now a subsidiary of the Company, since 1961. He was a member of
the Florida House of Representatives from 1972 to 1980, and Speaker of the House
from 1978 to 1980. Mr. Brown serves as Vice Chairman of the Florida Residential
Property and Casualty Joint Underwriting Association, as a director of SunTrust
Banks, Inc., Sun Bank of Volusia County, Inc., International Speedway
Corporation, The FPL Group, Inc., BellSouth Corporation, and Rock-Tenn and as a
Trustee of Stetson University.

KENNETH E. HILL. Mr. Hill has been an Executive Vice President of the
Company since April 1993. He has served as Executive Vice President of B&B since
1981.

JIM W. HENDERSON. Mr. Henderson served as Senior Vice President of the
Company since April 1993, and was elected an Executive Vice President in January
of 1995. He has served as Senior Vice President of B&B since 1989. He also
served as Chief Financial Officer of B&B from 1985 through 1989.

BRUCE G. GEER. Mr. Geer has been an Executive Vice President of the
Company since December 1984. He also served as Chief Financial Officer from 1982
to 1988. Mr. Geer has resigned as Executive Vice President, effective September
1, 1995, but will continue to be employed on a part-time basis as a consultant
through 1995.

WILLIAM F. POE. Mr. Poe has been a director of the Company since prior to
1979. He is currently the President of Poe Investments, Inc., a private
investment company. From November 1979 until August 1994, he was the Chairman of
the Board of Directors of the Company, and from November 1979 until April 1993,
he was the Company's Chief Executive Officer. Mr. Poe is a director of Fort
Brooke Corporation of Florida, a holding company that owns the Fort Brooke Bank
of Florida.

25
<PAGE> 27

SAMUEL P. BELL, III. Mr. Bell has been a director of the Company since
1993. He is a shareholder and the managing partner of the law firm of Cobb Cole
& Bell. He has served as counsel to B&B since 1964. Mr. Bell was a member of the
Florida House of Representatives from 1974 to 1988.

THEODORE J. HOEPNER. Mr. Hoepner has been a director of the Company since
April 1994. He has been the Chairman of the Board, President, and Chief
Executive Officer of SunBank, N.A. since 1990. From 1983 through 1990, he was
the Chairman of the Board and Chief Executive Officer of SunBank/Miami, N.A. Mr.
Hoepner has been elected Chairman of the Board, President, and Chief Executive
Officer of SunBanks, Inc. effective September 1, 1995.

CHARLES W. POE. Mr. Poe has been a director of the Company since 1958. He
has been the President of Poe Industries, Inc., a private investment company,
since December 1990. Mr. Poe was the President and principal owner of City Ready
Mix Co. from January 1972 through December 1990. Mr. Poe is also a director of
Fort Brooke Corporation of Florida, a holding company that owns the Fort Brooke
Bank of Florida.

WILLIAM F. POE, JR. Mr. Poe has been a director of the Company since
January 1994, and also served as a director from 1991-1993. He has been
Assistant Vice President of the Company since 1988, serving principally as an
insurance agent.

V. C. JORDAN, JR. Mr. Jordan has been Vice Chairman of the Company since
April 1993, serving on the advisory board to the Board of Directors. He was
President of the Company from November 1983 to April 1993.

TIMOTHY L. YOUNG. Mr. Young has been Vice President and Chief Financial
Officer of the Company since April 1994, and Treasurer since March 1994. He was
Vice President of Finance for Concord Resorts from October 1992 through December
1993. From August 1990 through October 1992, he was Chief Financial Officer of
Quest Entertainment, Inc., and from January 1990 through August 1990, he was
Director of Accounting for George E. Warren, Inc. For more than three years
prior thereto, Mr. Young was an accountant with Coopers & Lybrand.

LAUREL J. LENFESTEY. Ms. Lenfestey has been Vice President, Secretary, and
General Counsel of the Company since January 1994. She was a partner of the law
firm of Holland & Knight from January 1991 through December 1993, and for more
than three years prior thereto, she was an associate with Holland & Knight.

26
<PAGE> 28

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding Common Stock as of July 26, 1995 and
after the consummation of the Offering by: (i) each of the Company's directors
and executive officers (including certain Selling Shareholders); (ii) all
executive officers and directors of the Company as a group; (iii) each person
known by the Company to own beneficially more than 5% of the Company's Common
Stock; and (iv) each of the other Selling Shareholders (assuming exercise of the
Underwriters' over-allotment option). As of July 26, 1995, the Company had
outstanding 8,662,686 shares of Common Stock, entitled to one vote per share.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO THE OWNED AFTER THE
OFFERING(2)(3) SHARES OFFERING
------------------- OFFERED FOR -------------------
NAME AND ADDRESS(1) NUMBER PERCENT SALE(4) NUMBER PERCENT
----------------------------------------------- --------- ------- ----------- --------- -------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND OFFICERS
J. Hyatt Brown(5).............................. 1,916,843 22.1% -- 1,916,843 22.1%
Samuel P. Bell, III............................ 1,000 * -- 1,000 *
Cobb Cole & Bell
131 N. Gadsden Street
Tallahassee, FL 32301
Bruce G. Geer.................................. 95,317 1.1% -- 95,317 1.1%
Jim W. Henderson(6)............................ 70,407 * -- 70,407 *
Kenneth E. Hill................................ 4,032 * -- 4,032 *
Theodore J. Hoepner............................ 1,000 * -- 1,000 *
SunBank, N.A.
200 S. Orange Avenue
Orlando, FL 32801
V. C. Jordan, Jr.(7)........................... 124,612 1.4% -- 124,612 1.4%
Timothy L. Young............................... 2,769 * -- 2,769 *
Laurel J. Lenfestey............................ 420 * -- 420 *

DIRECTORS WHO ARE SELLING SHAREHOLDERS
Charles W. Poe(8).............................. 1,056,211 12.2% -- 7,500 *
William F. Poe(9).............................. 1,002,881 11.6% 80,940 32,980 *
William F. Poe, Jr.(10)........................ 273,092 3.2% 5,643 15,000 *
All directors and executive officers as a group
(12 persons)................................. 4,548,584 52.4% 86,583 2,271,880 26.2%

OTHER SELLING SHAREHOLDERS(7)
William F. Poe Sr. Grantor Retained Annuity
Trust........................................ 600,000 6.9% 600,000 -- *
Charles E. Poe (11)............................ 290,186 3.3% 22,717 15,000 *
Charles W. Poe Grantor Retained Annuity
Trust........................................ 289,662 3.3% 289,662 -- *
Keren Poe Foster(11)........................... 284,920 3.3% 13,889 18,562 *
Marilyn Poe Lunskis(11)........................ 282,459 3.3% 14,990 15,000 *
Janice Poe Mitchell(11)........................ 276,011 3.2% 8,542 15,000 *
W. F. Poe Syndicate, Inc.(12).................. 267,469 3.1% 252,469 15,000 *
Charles W. Poe & Co.(12)....................... 158,111 1.8% 150,611 7,500 *
Doris P. Anderson.............................. 125,791 1.5% 101,390 24,401 *
William F. Poe Foundation...................... 50,000 * 50,000 -- *
Elizabeth A. Poe............................... 13,775 * 13,775 -- *
Lynn Poe(13)................................... 10,000 * 5,438 4,562 *
Charles W. Poe Revocable Living Trust.......... 8,438 * 8,438 -- *
Jennifer Poe Wolf(14).......................... 7,188 * 5,438 1,750 *
Reynolds Children Trust........................ 4,562 * 4,562 -- *
</TABLE>

27
<PAGE> 29

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

* Less than 1%.
(1) The business address for Messrs. Brown, Henderson, Hill, and Young is 220
South Ridgewood Avenue, Daytona Beach, Florida 32114. The business address
for Messrs. Geer, Jordan and Poe, Jr. and Ms. Lenfestey is 401 East Jackson
Street, Suite 1700, Tampa, Florida 33602.
(2) Beneficial ownership of shares, as determined in accordance with applicable
Commission rules, includes shares as to which a person has or shares voting
power or investment power or has the right to acquire within 60 days. The
Company has been informed that all shares shown are held of record with
sole voting and investment power, except as otherwise indicated.
(3) The number and percentage of shares owned by the following persons include
the indicated number of shares that are owned by the spouse of such person,
and each person disclaims beneficial ownership of such shares: Mr.
Hill -- 4,032; Mr. Geer -- 26,260; Mr. Poe, Sr. -- 13,775; all directors
and executive officers as a group -- 44,067. The number and percentage of
shares owned by the following persons include the indicated number of
shares owned through the Company's 401(k) plan as of July 26, 1995: Mr.
Henderson -- 32,563; Mr. Poe, Jr. -- 697; Mr. Young -- 41; Ms.
Lenfestey -- 420. Shares beneficially owned by Mr. Geer and Mr. Jordan
include 175 and 17,698 shares issuable upon exercise of outstanding
options, respectively.
(4) The amounts shown under the column Shares Beneficially Owned Prior to the
Offering were determined in accordance with Commission rules requiring
inclusion of shares over which a person has voting or investment power. The
amounts in the column Shares Offered for Sale do not correspond to those
numbers and instead are the number of shares owned of record by the Selling
Shareholder and being sold in the Offering.

(5) Mr. Brown's ownership includes 93,372 shares owned by his children, as to
which beneficial ownership is disclaimed. Mr. Brown owns 1,823,471 shares
in joint tenancy with his wife, and these shares are subject to shared
voting and investment power.

(6) Mr. Henderson's ownership includes 1,000 shares owned by his daughter, as
to which beneficial ownership is disclaimed.
(7) All shares are held of record by the V. C. Jordan, Jr. Revocable Trust, of
which V. C. Jordan, Jr. is trustee.
(8) The number and percentage of shares shown in the table as owned by Charles
W. Poe consist of (a) 8,438 shares owned by the Charles W. Poe Revocable
Living Trust, (b) 289,662 shares owned by the Charles W. Poe Grantor
Retained Annuity Trust, as to which beneficial ownership is disclaimed, (c)
158,111 shares owned by Charles W. Poe & Co. (of which 150,611 shares are
being sold [80,611 shares if the over-allotment option is not exercised]),
a partnership in which Mr. Poe is a partner, and (d) 600,000 shares held as
trustee for the William F. Poe, Sr. Grantor Retained Annuity Trust, as to
which beneficial ownership is disclaimed. Mr. Poe's business address is
4601 San Miguel, Tampa, Florida 33629.
(9) The number and percentage of shares shown in the table as owned by William
F. Poe include the following shares, as to which beneficial ownership is
disclaimed: (a) 13,775 shares owned by Elizabeth A. Poe, Mr. Poe's spouse;
(b) 267,469 shares owned by W. F. Poe Syndicate, Inc. (of which 252,469
shares are being sold [108,719 shares if the over-allotment option is not
exercised]), a corporation of which Mr. Poe is President and in which he
has a 5% ownership interest; (c) 22,717 shares owned by Charles E. Poe, his
adult son who shares his household; and (d) 600,000 shares owned of record
by the William F. Poe, Sr. Grantor Retained Annuity Trust. Mr. Poe's
business address is 1000 North Ashley Drive, Tampa, Florida 33602.

28
<PAGE> 30

(10) William F. Poe, Jr.'s ownership includes 267,469 shares owned by W. F. Poe
Syndicate, Inc. (of which 252,469 shares are being sold [108,719 shares if
the over-allotment option is exercised]), a corporation of which he is a
director and in which he has a 19% ownership interest and as to which
beneficial ownership is disclaimed.
(11) Charles E. Poe's, Marilyn Poe Lunskis', Keren Poe Foster's, and Janice Poe
Mitchell's ownership includes 267,469 shares owned by W. F. Poe Syndicate,
Inc., a corporation in which each of the above is a director and in which
he or she has a 19% ownership interest (of which 252,469 shares are being
sold [108,719 shares if the over-allotment option is not exercised]).

(12) If the Underwriters' over-allotment option is not exercised, the Shares
Offered for Sale by Charles W. Poe & Co. and by W. F. Poe Syndicate, Inc.
will be 80,611 and 108,719, respectively; the shares Beneficially Owned
after the Offering will be 77,500 and 158,750, respectively.

(13) The number and percentage of shares shown in the table include 4,562 shares
beneficially owned by Lynn Poe as Trustee of the Reynolds Children Trust.
(14) The number and percentage of shares shown in the table include 1,750 shares
beneficially owned by Jennifer Wolf as Trustee of the Wolf Children Trust.

29
<PAGE> 31

UNDERWRITING

Subject to the terms and conditions contained in the Underwriting
Agreement, each of the Underwriters named below (the "Underwriters") has
severally agreed to purchase, and the Selling Shareholders have agreed to sell
to such Underwriters, the number of shares of Common Stock set forth below
opposite the name of such Underwriter:

<TABLE>
<CAPTION>
NUMBER
NAME OF UNDERWRITER OF SHARES
------------------------------------------------------------------------- ----------
<S> <C>
Smith Barney Inc.........................................................
The Robinson-Humphrey Company, Inc.......................................

----------
Total.......................................................... 1,425,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Shares are subject to
approval of certain legal matters by counsel and certain other conditions. The
Selling Shareholders are obligated to sell, and the Underwriters are obligated
to purchase, all the shares of Common Stock offered hereby if any are purchased.

The Underwriters, for whom Smith Barney Inc. and The Robinson-Humphrey
Company, Inc. are acting as representatives (the "Representatives"), have
advised the Company and the Selling Shareholders that they initially propose to
offer part of the shares of the Common Stock directly to the public at the
public offering price set forth on the cover page of this Prospectus and part of
the shares to certain dealers at a price that represents a concession not in
excess of $ per share under the public offering price. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $
per share to certain other dealers. After the initial public offering, the
offering price and the concessions may be changed by the Representatives.

Certain Selling Shareholders have granted the Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase, in the
aggregate, up to 213,750 additional shares of Common Stock at the initial public
offering price, less underwriting discounts and commissions, as set forth on the
cover page of this Prospectus. The Underwriters may exercise such option solely
for the purpose of covering over-allotments, if any, incurred in the sale of the
shares of Common Stock offered hereby. To the extent such option is exercised,
each Underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares as the
number set forth next to such Underwriter's name in the preceding table bears to
the total shown.

The Company, the Selling Shareholders and the Underwriters have agreed to
indemnify each other or contribute to losses arising out of certain liabilities,
including liabilities under the Securities Act.

The Company, its officers and directors, and the Selling Shareholders have
agreed not to, directly or indirectly, offer, sell, contract to sell, grant any
option to purchase or otherwise sell or dispose (or announce

30
<PAGE> 32

any offer, sale, offer of sale, contract of sale, grant of any option to
purchase or other sale or disposition) of any shares of Common Stock or other
capital stock or any securities convertible into, or exercisable or exchangeable
for any share of Common Stock or other capital stock, for a period of 180 days,
in the case of the Selling Shareholders and J. Hyatt Brown, and 90 days, in the
case of the other officers and directors, after the date of this Prospectus
without the prior written consent of the Representatives, on behalf of the
Underwriters.

In connection with this offering, certain Underwriters and selling group
members (if any) or their respective affiliates who are qualified registered
market makers on The Nasdaq Stock Market may engage in passive market making
transactions in the Common Stock on The Nasdaq Stock Market in accordance with
Rule 10b-6A under the Exchange Act, during the two business day period before
commencement of offers and sales of the Common Stock. These passive market
making transactions must comply with applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for the security; however, if
all independent bids are lowered below the passive market maker's bid, such bid
must then be lowered when certain purchase limits are exceeded.

LEGAL MATTERS

Certain legal matters in connection with the Offering will be passed upon
for the Company by Holland & Knight, Tampa, Florida, for the Selling
Shareholders by Shackleford, Farrior, Stallings & Evans, Tampa, Florida, and for
the Underwriters by King & Spalding, Atlanta, Georgia.

EXPERTS

The consolidated financial statements of the Company at December 31, 1994
and 1993, and for each of the three years in the period ended December 31, 1994,
appearing in this Prospectus, 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.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
pursuant to either the Securities Act or the Exchange Act, are incorporated
herein by reference, except as superseded or modified:

1. The Company's annual report on Form 10-K for the year ended
December 31, 1994;

2. The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1995;

3. The Company's quarterly report on Form 10-Q for the quarter ended
June 30, 1995;

4. The Company's Proxy Statement, dated March 22, 1995, for the
Company's 1995 Annual Meeting of Shareholders; and

5. The description of the Company's Common Stock contained in its
registration statement on Form S-4, File Number 33-58090, filed with the
Commission on February 10, 1993, as amended.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this Offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.

The information relating to the Company contained in this Prospectus does
not purport to be comprehensive and must be read together with the information
contained in the documents listed above, which have been incorporated by
reference. Any information contained in a document incorporated by reference or
deemed to be incorporated by reference herein shall be modified or superseded,
for purposes of this Prospectus, to the extent that a statement contained herein
or in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any document incorporated by reference in this Prospectus,

31
<PAGE> 33

other than exhibits to any such document not specifically described above.
Requests for such documents should be directed to Poe & Brown, Inc., 401 East
Jackson Street, Suite 1700, Tampa, Florida 33602, Attention: Laurel J. Lenfestey
(telephone number (813) 222-4100).

GLOSSARY OF SELECTED INSURANCE TERMS

Casualty insurance: Insurance which is primarily concerned with the losses
caused by injuries to third persons (i.e., persons other than the policyholder)
and the legal liability imposed on the insured resulting therefrom, including
workers' compensation, commercial and private passenger automobile coverage and
fidelity and surety insurance.

Contingent commissions: Commissions paid by insurance carriers based upon
the volume and profitability of the business placed with such carriers,
generally for the preceding year.

Excess and surplus lines: Specialized property and casualty coverage that
is generally not available from licensed insurers because a risk requires limits
above that readily available from other insurers, has above average loss
experience or frequency, or involves a higher degree of hazard or loss severity
potential than risks customarily assumed by other insurers. An insurance company
that specialized in excess and surplus lines is usually unlicensed in the states
in which it provides such lines but approved as an excess and surplus lines
carrier in such states.

Insurable exposure units: Specific items to be covered under an insurance
policy. These include both tangible (e.g., buildings, equipment, automobiles)
and intangible (e.g., sales, earnings, employee payroll levels, etc.) assets.

Override commission: That portion of the commission retained by the
wholesale brokerage that markets and distributes the insurance product.

Property insurance: Insurance against physical damage to property and
resultant interruption of business or extra expense caused by fire, windstorm or
other perils.

Retail agency: Business organization whose employees represent and act as
agent for businesses and individuals in their purchase of insurance. The retail
agent negotiates on behalf of the insured and is generally compensated on a
commission basis.

Third party administrator ("TPA"): Business organization that provides
specified consulting and administrative services, typically in the area of
employee benefits and risk management, in exchange for a fee. Services generally
provided under a TPA agreement include employee benefit design and costing,
arrangement of employee benefit coverage, claims management and administration,
and utilization management.

Wholesale brokerage: Business organization that acts as intermediary
between insurer and retail agency. The wholesale broker generally markets and
distributes insurance products to independent retail agencies whose premium
volume is not large enough to maintain a direct relationship with an insurance
carrier.

32
<PAGE> 34

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants..................................... F-2
Consolidated Balance Sheets as of December 31, 1993 and 1994 and June 30, 1995
(unaudited).......................................................................... F-3
Consolidated Statements of Income for the Years Ended December 31, 1992, 1993 and 1994,
and for the Six Months Ended June 30, 1994 and 1995 (unaudited)...................... F-4
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1992,
1993 and 1994, and for the Six Months Ended June 30, 1995 (unaudited)................ F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1992, 1993 and
1994 and for the Six Months Ended June 30, 1994 and 1995 (unaudited)................. F-6
Notes to Consolidated Financial Statements............................................. F-7
</TABLE>

F-1
<PAGE> 35

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Poe & Brown, Inc.
Daytona Beach, Florida

We have audited the accompanying consolidated balance sheets of Poe &
Brown, Inc. and subsidiaries as of December 31, 1993 and 1994, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 1994. 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 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 consolidated financial position of Poe & Brown,
Inc. and subsidiaries at December 31, 1993 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1994
the Company changed its method of accounting for certain investments in debt and
equity securities.

ERNST & YOUNG LLP

Tampa, Florida
January 28, 1995, except for
the last paragraph of Note 2,
as to which the date is
March 1, 1995

F-2
<PAGE> 36

POE & BROWN, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- JUNE 30,
1993 1994 1995
-------- -------- ----------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS AND
SHARES, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
ASSETS

Cash and cash equivalents...................................... $ 27,132 $ 23,185 $ 33,208
Short-term investments......................................... 667 787 672
Premiums and commissions receivable, less allowance for
doubtful accounts of $435 at 1993, $69 at 1994, and $124 at
1995......................................................... 54,308 56,784 46,760
Other current assets........................................... 4,791 6,779 5,249
-------- -------- ----------
Total current assets................................. 86,898 87,535 85,889
Fixed assets, net.............................................. 8,063 8,330 9,206
Intangibles, net............................................... 35,914 32,973 33,072
Investments.................................................... 695 9,274 9,264
Other assets................................................... 3,354 2,868 4,129
-------- -------- ----------

Total assets......................................... $134,924 $140,980 $141,560
======== ======== ========

LIABILITIES

Premiums payable to insurance companies........................ $ 67,078 $ 63,195 $ 59,280
Premium deposits and credits due customers..................... 5,051 6,970 5,600
Accounts payable and accrued expenses.......................... 8,984 8,302 7,879
Current portion of long-term debt.............................. 3,232 1,434 1,420
-------- -------- ----------
Total current liabilities............................ 84,345 79,901 74,179
Long-term debt................................................. 17,637 7,430 8,199
Deferred income taxes.......................................... 1,323 3,778 3,320
Other liabilities.............................................. 4,373 5,765 6,584
-------- -------- ----------
Total liabilities.................................... 107,678 96,874 92,282
-------- -------- ----------

SHAREHOLDERS' EQUITY

Common stock, par value $.10; authorized 18,000 shares; issued
8,550 shares at 1993; 8,635 shares at 1994; and 8,663 shares
at 1995...................................................... 855 864 867
Additional paid-in capital..................................... 1,314 2,241 2,403
Retained earnings.............................................. 25,883 35,660 40,704
Net unrealized appreciation of available-for-sale securities,
net of tax effect of $3,344 at 1994 and $3,320 at 1995....... -- 5,341 5,304
Treasury stock, at cost; 45 shares at 1993; 0 shares at 1994
and 1995..................................................... (806) -- --
-------- -------- ----------
Total shareholders' equity........................... 27,246 44,106 49,278
-------- -------- ----------
Total liabilities and shareholders' equity........... $134,924 $140,980 $141,560
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 37

POE & BROWN, INC.

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------- -----------------
1992 1993 1994 1994 1995
------- ------- -------- ------- -------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS AND SHARES, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C> <C> <C>
REVENUES
Commissions and fees.......................... $88,276 $94,420 $ 95,852 $48,137 $50,803
Investment income............................. 2,439 2,061 5,126 3,488 1,856
Other income.................................. 793 1,340 602 238 330
------- ------- -------- ------- -------
Total revenues........................ 91,508 97,821 101,580 51,863 52,989
------- ------- -------- ------- -------
EXPENSES
Employee compensation and benefits............ 51,456 52,699 52,554 26,315 28,051
Other operating expenses...................... 25,159 25,930 22,848 11,919 11,692
Interest and amortization..................... 6,575 6,145 5,592 2,854 2,418
------- ------- -------- ------- -------
Total expenses........................ 83,190 84,774 80,994 41,088 42,161
------- ------- -------- ------- -------
Income before income taxes and loss from
discontinued operations....................... 8,318 13,047 20,586 10,775 10,828
Income taxes.................................... 4,180 4,929 7,067 4,132 3,717
------- ------- -------- ------- -------
Income from continuing operations............... 4,138 8,118 13,519 6,643 7,111
Loss from discontinued operations, net of tax
benefit of $976............................... 1,580 -- -- -- --
------- ------- -------- ------- -------
Net income............................ $ 2,558 $ 8,118 $ 13,519 $ 6,643 $ 7,111
======= ======= ======== ======= =======
INCOME (LOSS) PER SHARE
Continuing operations......................... $ .48 $ .95 $ 1.56 $ .77 $ .82
Discontinued operations....................... (.18) -- -- -- --
------- ------- -------- ------- -------
Net income............................ $ .30 $ .95 $ 1.56 $ .77 $ .82
======= ======= ======== ======= =======
Weighted average number of shares outstanding... 8,569 8,571 8,670 8,615 8,696
======= ======= ======== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 38

POE & BROWN, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL NET TREASURY STOCK
--------------- PAID-IN RETAINED UNREALIZED ----------------
SHARES AMOUNT CAPITAL EARNINGS APPRECIATION SHARES AMOUNT TOTAL
------ ------ ---------- -------- ------------ ------ ------- -------
(IN THOUSANDS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1992............. 8,657 $866 $1,137 $ 22,307 $ -- 242 $(2,104) $22,206
Net income........................... 2,558 2,558
Issued for stock option plans and
employee stock purchase plans...... (12) (81) 621 609
Purchase and retirement of Brown
stock.............................. (118) (12) (1,177) (1,189)
Adjustment to conform fiscal year
ends of Brown and
Arch-Holmes (See Note 2)........... (924) (924)
Cash dividends paid ($.40 per
share)............................. (2,028) (2,028)
------ ------ ---------- -------- ------------ ------ ------- -------
BALANCE, DECEMBER 31, 1992........... 8,539 854 1,125 20,736 -- 161 (1,483) 21,232
Net income........................... 8,118 8,118
Issued for stock option plans and
employee stock purchase plans...... 11 1 13 (116) 677 691
Tax benefit from sale of option
shares by employees................ 176 176
Cash dividends paid ($.40 per
share)............................. (2,971) (2,971)
------ ------ ---------- -------- ------------ ------ ------- -------
BALANCE, DECEMBER 31, 1993........... 8,550 855 1,314 25,883 -- 45 (806) 27,246
Net income........................... 13,519 13,519
Issued for stock option plans and
employee stock purchase plans...... 85 9 872 (45) 806 1,687
Tax benefit from sale of option
shares by employees................ 55 55
Cumulative effect of change in
accounting principle (see Note
1)................................. 23 23
Net increase in unrealized
appreciation of available-for-sale
securities......................... 5,318 5,318
Partnership distributions for
Insurance West..................... (200) (200)
Cash dividends paid ($.42 per
share)............................. (3,542) (3,542)
------ ------ ---------- -------- ------------ ------ ------- -------
BALANCE, DECEMBER 31, 1994........... 8,635 864 2,241 35,660 5,341 -- -- 44,106
Net income (unaudited)............... 7,111 7,111
Issued for stock option plans
(unaudited)........................ 28 3 162 165
Net decrease in unrealized
appreciation
of available-for-sale securities
(unaudited)........................ (37) (37)
Cash dividends paid ($.24 per share)
(unaudited)........................ (2,067) (2,067)
------ ------ ---------- -------- ------------ ------ ------- -------
BALANCE, JUNE 30, 1995 (UNAUDITED)... 8,663 $867 $2,403 $ 40,704 $5,304 -- $ -- $49,278
===== ====== ======== ======== ========== ===== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 39

POE & BROWN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------- -----------------
1992 1993 1994 1994 1995
-------- ------- -------- ------- -------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income..................................... $ 2,558 $ 8,118 $ 13,519 $ 6,643 $ 7,111
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................ 7,085 7,030 6,398 3,361 3,266
Provision for doubtful accounts.............. 749 562 19 47 55
Deferred income taxes........................ 516 499 (1,173) -- (1,638)
Net gains on sales of investments, fixed
assets and customer accounts.............. (809) (864) (2,231) (2,389) (311)
Loss from discontinued operations............ 1,580 -- -- -- --
Adjustment due to change in pooled entities'
year end.................................. (1,694) -- -- -- --
Premiums and commissions receivable (increase)
decrease..................................... (12,524) 1,982 (2,374) 6,516 9,969
Other assets decrease (increase)............... 201 805 (2,439) 925 1,239
Premiums payable to insurance companies
increase (decrease).......................... 10,389 4,657 (3,951) (4,585) (3,915)
Premium deposits and credits due customers
increase (decrease).......................... 985 (471) 1,919 (644) (1,370)
Accounts payable and accrued expenses
decrease..................................... (708) (2,821) (683) (2,276) (423)
Other liabilities increase..................... 320 1,212 1,392 872 819
-------- ------- -------- ------- -------
Net cash provided by operating activities...... 8,648 20,709 10,396 8,470 14,802
-------- ------- -------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets...................... (2,194) (1,815) (2,400) (1,453) (2,100)
Payments for businesses acquired, net of cash
acquired..................................... (5,858) (2,120) (1,382) -- (825)
Proceeds from sales of fixed assets and
customer accounts............................ 1,187 427 1,337 184 362
Purchases of investments....................... (731) (93) (187) -- (261)
Proceeds from sales of investments............. 4,103 709 2,346 2,404 326
Other investing activities, net................ 316 (130) (53) 18 --
-------- ------- -------- ------- -------
Net cash (used in) provided by investing
activities................................... (3,177) (3,022) (339) 1,153 (2,498)
-------- ------- -------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt and notes payable... (5,441) (11,090) (12,004) (9,051) (639)
Proceeds from long-term debt and notes
payable...................................... 1,550 3,833 -- 3,234 260
Exercise of stock options, issuances of stock
and treasury stock sales..................... 609 691 1,687 742 165
Tax benefit from sale of option shares by
employees.................................... -- 176 55 -- --
Purchase and retirement of treasury stock...... (95) -- -- -- --
Partnership distributions...................... -- -- (200) (129) --
Cash dividends paid............................ (2,028) (2,971) (3,542) (1,674) (2,067)
-------- ------- -------- ------- -------
Net cash used in financing activities.......... (5,405) (9,361) (14,004) (6,878) (2,281)
-------- ------- -------- ------- -------
Net increase (decrease) in cash and
cash equivalents............................. 66 8,326 (3,947) 2,745 10,023
Cash and cash equivalents at beginning of
period....................................... 18,740 18,806 27,132 27,132 23,185
-------- ------- -------- ------- -------
Cash and cash equivalents at end of period..... $ 18,806 $27,132 $ 23,185 $29,877 $33,208
======== ======= ======== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 40

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO THE SIX-MONTH PERIODS ENDED JUNE 30, 1994 AND 1995)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Poe & Brown,
Inc. and its subsidiaries (the "Company"). All significant intercompany account
balances and transactions have been eliminated in consolidation.

BASIS OF INTERIM FINANCIAL STATEMENT PRESENTATION

The unaudited condensed consolidated financial statements as of June 30,
1995 and for the six month periods ended June 30, 1994 and 1995, have been
prepared in accordance with generally accepted accounting principles for interim
financial information 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, all adjustments (consisting
of normal recurring accruals and the income tax adjustment described in Note 9)
considered necessary for a fair presentation have been included. The operating
results for the six months ended June 30, 1995 are not necessarily indicative of
the results that may be expected for the entire year.

REVENUE RECOGNITION

Commissions relating to the brokerage and agency activity whereby the
Company has primary responsibility for the collection of premiums from insureds
are generally recognized as of the later of the effective date of the policy or
the date billed. Commissions to be received directly from insurance companies
are generally recognized when ascertained. Subsequent commission adjustments
such as policy cancellations, are recognized upon notification from the
insurance companies. Commission revenues are reported net of sub-broker
commissions. Contingent commissions from insurance companies are recognized when
received. Fee income is recognized when services are rendered.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents principally consist of demand deposits with
financial institutions, money market accounts, and certificates of deposit
having maturities of less than three months when purchased.

PREMIUMS AND COMMISSIONS RECEIVABLE

In its capacity as an insurance broker or agent, the Company typically
collects premiums from insureds and, after deducting its authorized commissions,
remits the premiums to the appropriate insurance companies. In other
circumstances, the insurance companies collect the premiums directly from the
insureds and remit the applicable commissions to the Company. Accordingly, as
reported in the consolidated balance sheets, "premiums" are receivable from
insureds and "commissions" are receivable from insurance companies.

INVESTMENTS

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." Under these new rules, debt securities that the Company
has both the positive intent and ability to hold to maturity would be classified
as "held-to-maturity" securities and would be reported at amortized cost,
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization, as well as interest earnings on these securities, would be
included in investment income.

F-7
<PAGE> 41

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Marketable equity securities and debt securities not classified as
held-to-maturity are classified as "available-for-sale." Available-for-sale
securities are reported at estimated fair value, with the unrealized gains and
losses, net of tax, reported as a separate component of shareholders' equity.
The amortized cost of debt securities in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization and accretion is included in investment income. Realized gains and
losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in investment income. The cost of
securities sold is based on the specific identification method. Interest and
dividends on securities classified as available-for-sale are included in
investment income.

Nonmarketable equity securities and certificates of deposit having
maturities of more than three months when purchased are reported at cost,
adjusted for other-than-temporary market value declines.

The adoption of SFAS No. 115 resulted in an increase of $23,000 (net of
$15,000 in deferred taxes) to shareholders' equity as of January 1, 1994.
Application of this new Statement resulted in an increase of $5,341,000 and
$5,304,000 in shareholders' equity, net of $3,344,000 and $3,320,000 in deferred
income taxes, as of December 31, 1994 and June 30, 1995, respectively.

As of January 1, 1994, the Company owned 659,064 shares of common stock of
Rock-Tenn Company with an aggregate cost of $565,000. As of that date, the
common stock of Rock-Tenn Company was not publicly traded and, therefore, had no
readily determinable market value. However, on March 3, 1994, the common stock
of Rock-Tenn Company was registered with the Securities and Exchange Commission
and began trading on The Nasdaq Stock Market at the initial public offering
price of $16.50 per share. As part of the initial public offering of the
Rock-Tenn Company's common stock, the Company sold 150,000 shares of its
investment in this stock and reported a net after-tax gain of $1,342,000 in the
first quarter of 1994. The remaining 509,064 shares of Rock-Tenn Company common
stock held by the Company have been classified as non-current available-for-sale
securities as of December 31, 1994 and June 30, 1995. The Company has no current
plans to sell these shares.

FIXED ASSETS

Fixed assets are stated at cost. Expenditures for improvements are
capitalized and expenditures for maintenance and repairs are charged to
operations as incurred. Upon sale or retirement, the cost and related
accumulated depreciation and amortization are removed from the accounts and the
resulting gain or loss, if any, is reflected in income. Depreciation has been
provided using principally the straight-line method over the estimated useful
lives of the related assets which range from three to ten years. Leasehold
improvements are amortized on the straight-line method over the term of the
related leases.

INTANGIBLES

Intangible assets are stated at cost less accumulated amortization and
principally represent purchased customer accounts, non-compete agreements,
purchased contract agreements, and the excess of costs over the fair market
value of identifiable net assets acquired (goodwill). Purchased customer
accounts, non-compete agreements, and purchased contract agreements are being
amortized on a straight-line basis over the related estimated lives and contract
periods, which range from three to 15 years. The excess of costs over the fair
value of identifiable net assets acquired is being amortized on a straight-line
basis over 40 years. Purchased customer accounts are records and files obtained
from acquired businesses that contain information on insurance policies and the
related insured parties that is essential to policy renewals.

The carrying value of intangibles, corresponding with each agency division
and subsidiary comprising the Company, is periodically reviewed by management to
determine if the facts and circumstances suggest that they may be impaired. In
the insurance brokerage and agency industry, it is common for agencies or books
of business (customer accounts) to be acquired at a price determined as a
multiple of the corresponding

F-8
<PAGE> 42

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

revenues. Accordingly, the Company assesses the carrying value of its
intangibles by comparison to a reasonable multiple applied to corresponding
revenues, as well as considering the operating cash flow generated by the
corresponding agency division or subsidiary. Any impairment identified through
this assessment may require that the carrying value of related intangibles be
adjusted.

INCOME TAXES

The Company files a consolidated federal income tax return. Deferred income
taxes are provided for in the consolidated financial statements and relate
principally to expenses charged to income for financial reporting purposes in
one period and deducted for income tax purposes in other periods, unrealized
appreciation of available-for-sale securities, and basis differences of
intangible assets.

NET INCOME PER SHARE

Net income per share is based on the weighted average number of shares
outstanding, adjusted for the dilutive effect of stock options, which is the
same on both a primary and fully-diluted basis.

RECLASSIFICATIONS

Certain amounts in the 1993 and 1992 consolidated financial statements have
been reclassified to conform with the 1994 consolidated financial statements.

NOTE 2 -- MERGERS

On April 28, 1993, Poe & Associates, Inc. ("Poe") issued 3,013,975 shares
of its common stock in exchange for all of the outstanding common stock of Brown
& Brown, Inc. ("Brown") a closely-held general insurance agency headquartered in
Daytona Beach, Florida. Subsequent to that transaction, Poe's name was changed
to Poe & Brown, Inc.

On November 1, 1993, the Company issued 124,736 shares of its common stock
in exchange for all of the outstanding common stock of Arch-Holmes Insurance,
Inc. ("Arch-Holmes"), a closely-held general insurance agency headquartered in
Hollywood, Florida.

Both transactions were accounted for as pooling-of-interests and
accordingly, the Company's consolidated financial statements have been restated
for all periods prior to the mergers to include the results of operations,
financial positions, and cash flows of Brown and Arch-Holmes. To conform to
Poe's year end, the fiscal year ends of Brown and Arch-Holmes were changed to
December 31 effective on each of the respective merger dates. Accordingly, the
three-month period ended March 31, 1992 for Brown and Arch-Holmes, which
consisted of aggregate revenues of $10,580,000 and aggregate net income of
$924,000, has been included in both the Company's 1992 and 1991 operating
results. Accordingly, an adjustment has been made in 1992 to retained earnings
for the duplication of this net income.

F-9
<PAGE> 43

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following reflects the 1992 individual company operating results of
Poe, Brown, and Arch-Holmes. Amounts pertaining to Brown and Arch-Holmes for
1993 reflect their respective operating results up to their dates of merger.

<TABLE>
<CAPTION>
POE BROWN ARCH-HOLMES COMBINED
------- ------- ----------- --------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C> <C>
1993
Revenues............................................... $80,817 $13,488 $ 1,265 $95,570
Net income (loss)...................................... 6,897 1,145 (39) 8,003
1992
Revenues............................................... $52,393 $35,452 $ 1,465 $89,310
Income from continuing operations...................... 2,865 1,208 68 4,141
Loss from discontinued operations...................... (1,580) -- -- (1,580)
Net income............................................. 1,285 1,208 68 2,561
1992
Net Income Per Share
As previously reported............................... $ 0.25
Combined............................................. $ 0.30
</TABLE>

Effective March 1, 1995, the Company issued 146,300 shares of its common
stock in exchange for all of the partnership interest in Insurance West, a
Phoenix, Arizona general insurance agency. The merger has been accounted for as
a pooling-of-interests and, accordingly, the Company's consolidated financial
statements have been restated for all periods prior to the merger to include the
results of operations, financial positions and cash flows of Insurance West. The
individual company operating results of Insurance West prior to the date of the
merger are not material to the Company's consolidated operating results.

NOTE 3 -- ACQUISITIONS

During 1994 the Company acquired the assets of three insurance agencies for
an aggregate cost of $656,000. The Company had no acquisitions during 1993
accounted for as purchases. In 1992 the Company acquired outstanding shares of
one insurance agency and the assets of five other insurance agencies at an
aggregate cost of $11,784,000. The 1994 and 1992 acquisitions were accounted for
as purchases, and substantially the entire cost was assigned to purchased
customer accounts, non-compete agreements, and goodwill.

Additional or return consideration resulting from acquisition contingency
provisions are recorded as adjustments to intangibles when they occur. Certain
contingency payments relating to these acquisitions were finalized in 1993 and
1992, resulting in a net increase (decrease) to the original combined purchase
price of $5,893,000 and ($315,000), respectively. The results of operations of
the acquired companies have been included in the consolidated financial
statements from their respective acquisition dates. Pro forma results of
operations of the Company for the years ended December 31, 1994, 1993 and 1992,
including 1994 acquisitions as though they occurred on January 1, 1994 and the
1992 acquisitions as though they occurred on January 1, 1992, were not
materially different from the results of operations as reported.

During the six-month period ended June 30, 1995, the Company acquired
substantially all of the assets of King Insurance Agency, Inc. of Naples,
Florida and S. Lloyd Underwriters, Inc. of Ft. Lauderdale, Florida. In addition,
during that same period, the Company purchased four small books of business
(customer accounts). In connection with these acquisitions, the Company acquired
assets valued at $1,960,000 in exchange for cash of $825,000 and debt of
$1,135,000. These acquisitions have been accounted for using the purchase method
of accounting. Their results of operations have been combined with those of the
Company since their respective acquisition dates. Pro forma results of
operations of the Company for the six months ended June 30, 1994 and

F-10
<PAGE> 44

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1995 and the year ended December 31, 1994, including these acquisitions as if
they occurred on January 1, 1994, were not materially different from the results
of operations as reported.

NOTE 4 -- INVESTMENTS

Investments at December 31, 1994 consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, 1994
-------------------------
CARRYING VALUE
-------------------------
CURRENT NON-CURRENT
------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Available-for-sale marketable equity securities............... $ 317 $ 9,163
Nonmarketable equity securities and certificates of deposit... 470 111
------- -----------
Total Investments................................... $ 787 $ 9,274
====== =========
</TABLE>

The following summarizes available-for-sale securities at December 31,
1994:

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
COST UNREALIZED GAINS UNREALIZED LOSSES FAIR VALUE
---- ---------------- ----------------- ----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Marketable equity securities............ $795 $8,739 $54 $ 9,480
</TABLE>

Investments at December 31, 1993 consisted of marketable equity securities
reported at aggregate cost which approximates market value, other investments
reported at cost, and certificates of deposit having maturities of more than
three months when purchased.

In 1994, the Company's proceeds from sales of available-for-sale securities
totaled $2,314,000, from which $2,185,000 of gross gains were realized. During
1993, the Company had no sales of marketable equity securities. In 1992, the
Company realized net gains on sales of marketable equity securities in the
amount of $329,000.

NOTE 5 -- FIXED ASSETS

Fixed assets are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1994
------- -------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Furniture, fixtures, and equipment............................. $21,461 $17,180
Land, buildings, and improvements.............................. 1,453 1,349
Leasehold improvements......................................... 1,629 1,564
------- -------
24,543 20,093
Less accumulated depreciation and amortization................. 16,480 11,763
------- -------
$ 8,063 $ 8,330
======= =======
</TABLE>

The gross cost and accumulated depreciation balances at December 31, 1994
have declined from December 31, 1993 due to the Company's elimination of all
fully depreciated assets no longer utilized in operations.

Depreciation and amortization expense amounted to $2,574,000, $2,650,000,
and $2,132,000 for the years ended December 31, 1992, 1993, and 1994,
respectively.

F-11
<PAGE> 45

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6 -- INTANGIBLES

Intangibles are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
----------------- -----------
1993 1994 1995
------- ------- -----------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Purchased customer accounts............................. $27,118 $26,999 $28,691
Non-compete agreements.................................. 9,739 9,706 9,706
Goodwill................................................ 19,190 19,431 19,738
Purchased contract agreements........................... 789 789 981
------- ------- -----------
56,836 56,925 59,116
Less accumulated amortization........................... 20,922 23,952 26,044
------- ------- -----------
$35,914 $32,973 $33,072
======= ======= =========
</TABLE>

Amortization expense amounted to $4,511,000, $4,380,000, and $4,266,000,
for the years ended December 31, 1992, 1993 and 1994, respectively. Amortization
expense for the six-month periods ended June 30, 1994 and 1995 was $2,181,000
and $2,091,000, respectively.

NOTE 7 -- LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1993 1994
------- ------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Long-term credit agreement...................................... $ 8,000 $7,000
Bank term loans................................................. 7,821 189
Notes payable:
Variable rate acquisition note payable........................ 1,692 --
Notes from treasury stock purchases........................... 1,883 1,662
Other acquisition notes payable............................... 1,452 --
Other notes payable........................................... 21 13
------- ------
20,869 8,864
Less current portion............................................ 3,232 1,434
------- ------
Long-term debt.................................................. $17,637 $7,430
======= ======
</TABLE>

In 1991, the Company entered into a long-term credit agreement with a major
insurance company that provided $10 million at an interest rate equal to the
prime lending rate plus 1% (9.5% at December 31, 1994). The amount of available
credit decreases by $1 million each August through the year 2001 when it will
expire.

In 1993, the Company entered into a long-term credit facility with a
national banking institution that consisted of two secured term loans
aggregating $7,500,000 and a $2,000,000 unsecured short-term line of credit.
Interest on the term loans was payable on a monthly basis at the LIBOR rate plus
2%. These term loans were repaid in November 1994. There were no borrowings
against the unsecured line of credit during 1994 and during 1994 this line of
credit agreement was terminated by the Company.

In November 1994, the Company entered into a revolving credit facility with
a national banking institution which provides for available borrowing of up to
$10 million. Amounts outstanding are secured by all assets of the Company,
subject to existing or permitted liens. Interest on this facility is based upon
the LIBOR or the federal funds rate. A commitment fee is assessed in the amount
of .25% per annum on the unused

F-12
<PAGE> 46

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

balance. During 1994 and as of December 31, 1994 and June 30, 1995, there were
no borrowings against this line of credit.

The variable rate acquisition note payable was repaid in May 1994 including
interest through that period.

Treasury stock notes payable are due to various individuals for the
redemption of Brown & Brown, Inc. stock. These notes bear no interest and have
maturities ranging from fiscal years ending 1997 to 2001. These notes have been
discounted at effective yields ranging from 8.5% to 9.2% for consolidated
financial statement presentation purposes.

Other acquisition notes payable, including interest ranging from 8% to 9%,
were repaid in 1994. Additional obligations were incurred in the six-month
period ended June 30, 1995 in connection with acquisitions during that period.

Maturities of long-term debt as of December 31, 1994 for succeeding years
are $1,434,000 in 1995, $1,266,000 in 1996, $1,284,000 in 1997, $1,233,000 in
1998, $1,252,000 in 1999, and $2,395,000 thereafter.

Interest expense included in the consolidated statements of income was
$2,064,000, $1,765,000 and $1,326,000 for the years ended December 31, 1992,
1993 and 1994, respectively.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries lease office facilities and certain items
of office equipment under noncancelable operating lease arrangements expiring on
various dates through 2005. These occupancy leases generally contain renewal
options and escalation clauses based on increases in the lessors' operating
expenses and other charges. The Company anticipates that most of these leases
will be renewed or replaced upon expiration. At December 31, 1994, the aggregate
future minimum lease payments under all noncancelable lease agreements are as
follows:

<TABLE>
<CAPTION>
(IN THOUSANDS
YEAR ENDING DECEMBER 31, OF DOLLARS)
------------------------------------------------------------------------ -------------
<S> <C>
1995.................................................................... $ 3,317
1996.................................................................... 2,675
1997.................................................................... 2,659
1998.................................................................... 2,474
1999.................................................................... 2,542
Thereafter.............................................................. 10,334
-------------
Total future minimum lease payments........................... $24,001
==========
</TABLE>

Rental expense in 1992, 1993, and 1994 for operating leases totaled
$4,879,000, $4,594,000 and $4,269,000, respectively. The 1993 rental expense
amount includes $676,000 of direct costs related to the termination of a certain
lease.

The Company is not a party to any legal proceedings other than various
claims and lawsuits arising in the normal course of business. Management of the
Company does not believe that any such claims or lawsuits will have a material
effect on the Company's financial condition or results of operations.

NOTE 9 -- INCOME TAXES

Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes." As permitted under these new rules, the prior years' consolidated
financial statements have not been restated for the effects of this Statement.
The cumulative effect of adopting Statement No. 109 as of January 1, 1993 was to
increase net income by $119,000.

F-13
<PAGE> 47

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1994, the Company had net operating loss carryforwards of
$850,000 for income tax reporting purposes that expire in the years 1996 through
2002. These carryforwards were derived from agency acquisitions by the Company
beginning in 1985. For financial reporting purposes, a valuation allowance of
$38,000 has been recognized to offset the deferred tax assets related to these
carryforwards.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the corresponding amounts used for income tax reporting purposes.
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:

<TABLE>
<CAPTION>
1993 1994
------ ------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Deferred tax liabilities:
Fixed assets................................................... $ 512 $ 444
Net unrealized appreciation of available-for-sale securities... -- 3,344
Installment sales.............................................. 405 296
Prepaid insurance and pension.................................. 350 666
Intangible assets.............................................. 281 628
General tax reserves........................................... 1,900 800
Other.......................................................... 312 239
------ ------
Total deferred tax liabilities......................... 3,760 6,417
------ ------
Deferred tax assets:
Deferred compensation.......................................... 889 1,062
Accruals and reserves.......................................... 1,221 1,250
Net operating loss carryforwards............................... 316 327
Other.......................................................... 49 38
------ ------
Total deferred tax assets.............................. 2,475 2,677
Valuation allowance for deferred tax assets.................... 38 38
------ ------
Net deferred tax assets................................ 2,437 2,639
------ ------
Net deferred tax liabilities........................... $1,323 $3,778
====== ======
</TABLE>

Significant components of the provision for income taxes attributable to
continuing operations are as follows:

1992 1993 1994
--------------- ------ -------
DEFERRED METHOD LIABILITY METHOD
--------------- ----------------
<S> <C> <C> <C>
Current:
Federal............................................. $ 3,087 $3,728 $ 7,237
State............................................... 577 702 1,003
------- ------ -------
Total current provision..................... 3,664 4,430 8,240
------- ------ -------
Deferred:
Federal............................................. 454 419 (1,076)
State............................................... 62 80 (97)
------- ------ -------
Total deferred provision (benefit).......... 516 499 (1,173)
------- ------ -------
Total tax provision......................... $ 4,180 $4,929 $ 7,067
============ ====== =======
</TABLE>

F-14
<PAGE> 48

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of the provision for deferred income taxes for the year
ended December 31, 1992 as determined under the deferred method are as follows
(in thousands of dollars):

<TABLE>
<S> <C>
Amortization................................................................. $ 225
Accrued commissions.......................................................... (342)
Other items, net............................................................. 633
-----
$ 516
=====
</TABLE>

A reconciliation of the differences between the effective tax rate and the
federal statutory tax rate on income from continuing operations is as follows:

<TABLE>
<CAPTION>
1993 1994
1992 ---- ----
--------------- LIABILITY
DEFERRED METHOD METHOD
--------------- --------------
<S> <C> <C> <C>
Federal statutory tax rate............................ 34.0% 34.2% 35.0%
State income taxes, net of federal income tax
benefit............................................. 4.3 3.6 2.8
Interest exempt from taxation and dividend
exclusion........................................... (0.8) 0.3) (0.3)
Non-deductible goodwill amortization.................. 1.8 1.2 .7
Internal Revenue Service examination.................. 10.9 -- (3.4)
Other, net............................................ .1 (0.9) (.5)
----- ---- ----
Effective tax rate.......................... 50.3% 37.8% 34.3%
====== ==== ====
</TABLE>

Income taxes payable as of December 31, 1993 were $652,000 and were
reported as a component of accounts payable and accrued expenses. Income taxes
receivable as of December 31, 1994 were $894,000 and are reported as a component
of other current assets.

In 1992, the Internal Revenue Service (the "IRS") completed examinations of
the Company's federal income tax returns for the tax years 1988, 1989, and 1990.
As a result of their examinations, the IRS issued Reports of Proposed
Adjustments asserting income tax deficiencies which, by including interest and
state income taxes for the periods examined and the Company's estimates of
similar adjustments for subsequent periods through December 31, 1993, would
total $6,100,000. The disputed items related primarily to the deductibility of
amortization of purchased customer accounts of approximately $5,107,000 and
non-compete agreements of approximately $993,000. In addition, the IRS's report
included a dispute regarding the time at which the Company's payments made
pursuant to certain indemnity agreements would be deductible for tax reporting
purposes. During 1994, the Company was able to reach a settlement agreement with
the IRS with respect to certain of the disputed amortization items and the
indemnity agreement payment issue. This settlement reduced the total remaining
asserted income tax deficiencies to approximately $2,800,000 as of December 31,
1994. Based on this settlement, after taking into consideration a $400,000
reduction of the Company's tax reserve resulting from payments under the partial
settlement agreement, during 1994 the Company recorded a $700,000 adjustment to
decrease the originally established reserves of $1,900,000. This decrease has
been recorded as a reduction to the current income tax provision for the year
ended December 31, 1994.

In March 1995, the Company reached a settlement agreement with the IRS with
respect to the remaining disputed items. Based upon this settlement and after
taking into consideration a $250,000 reduction in the Company's general tax
reserves resulting from current and expected payments under the settlement
agreement, the Company recorded a $450,000 adjustment to decrease tax reserves
in the six-month period ended June 30, 1995 with a corresponding reduction in
the income tax provision.

F-15
<PAGE> 49

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10 -- EMPLOYEE BENEFITS PLANS

The Company maintains a defined benefit pension plan covering substantially
all previous Poe & Associates, Inc. employees with one or more years of service.
The benefits are based on years of service and compensation during the period of
employment. Annual contributions are made in conformance with minimum funding
requirements and maximum deductible limitations.

The plan's funded status and amounts recognized in the Company's
consolidated balance sheets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1994
------- -------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested benefits of
$3,559 in 1993 and $3,642 in 1994............................ $(3,773) $(3,793)
======= =======
Projected benefit obligations for service rendered to date..... $(3,943) $(3,808)
Plan assets at fair value, principally consisting of a group
annuity contract............................................. 3,757 3,787
------- -------
Excess of projected benefit obligations over plan assets....... (186) (21)
Unrecognized net excess of plan assets under previously accrued
but unfunded pension costs, to be amortized.................. 425 583
------- -------
Net prepaid pension costs............................ $ 239 $ 562
======= =======
</TABLE>

The following assumptions were used in determining the actuarial present
value of the benefit obligations and pension costs:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
----------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
Discount rate.................................................. 8.75% 7.5% 7.5%
Long-term rate for compensation increase....................... 5.0% 3.5% 3.5%
Long-term rate of return on plan assets........................ 8.5% 8.0% 8.0%
</TABLE>

Pension costs included in the Company's consolidated statements of income
are comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1992 1993 1994
----- ----- -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Service cost............................................... $ 204 $ 221 $ 91
Interest cost.............................................. 191 232 304
Actual return on assets.................................... (230) (284) 113
Net amortization and deferral.............................. (89) (39) (407)
----- ----- -----
Net pension cost................................. $ 76 $ 130 $ 101
===== ===== =====
</TABLE>

During 1994, the defined benefit pension plan was converted to a cash
balance plan. The impact of this change on the plan costs and plan liabilities
was not material.

The Company has an Employee Stock Purchase program under which all eligible
employees may subscribe to its common shares at 85% of the lesser of the market
value of such shares at the beginning or the end of the subscription period.
Payment is made through payroll deductions, not to exceed 10% of base pay,

F-16
<PAGE> 50

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

over a 12-month period and shares are issued at the end of the purchase period.
At December 31, 1994, a total of 2,502 shares of common stock were authorized
and reserved for future issuance relating to this program.

The Company has a Deferred Savings and Profit Sharing Plan (401(k))
covering substantially all employees with one year of service. Under this plan,
the Company makes matching contributions equal to the participants'
contributions, subject to a maximum of 2.5% of the participant's salary, and
also provides for a discretionary profit sharing contribution for all eligible
employees. The Company's contributions to the plan totaled $857,000 in 1992,
$1,085,000 in 1993 and $1,208,000 in 1994.

NOTE 11 -- STOCK OPTION PLANS

The Company has adopted stock option plans which provide for the granting
to key employees options to purchase shares of its common stock. The following
schedule summarizes the transactions from 1992 through 1994 pertaining to these
plans:

<TABLE>
<CAPTION>
NUMBER PER SHARE
OF SHARES OPTION PRICE
--------- -------------------
<S> <C> <C>
Outstanding, January 1, 1992.............................. 392,554 $ 3.40 -- $ 9.67
Granted................................................. 10,000 14.75
Exercised............................................... (71,874) 3.40 -- 9.40
Canceled................................................ (31,040) 6.00 -- 7.60
---------
Outstanding, December 31, 1992............................ 299,640 6.00 -- 14.75
Granted................................................. --
Exercised............................................... (129,462) 6.00 -- 9.45
Canceled................................................ (9,936) 7.60
---------
Outstanding, December 31, 1993............................ 160,242 6.00 -- 14.75
Granted................................................. --
Exercised............................................... (65,173) 6.00 -- 14.75
Canceled................................................ (8,689) 7.60 -- 14.75
---------
Outstanding, December 31, 1994............................ 86,380 $ 7.60
========
</TABLE>

All options outstanding as of December 31, 1994 are exercisable. At
December 31, 1994, a total of 285,745 shares of common stock were reserved for
future issuance relating to these plans.

NOTE 12 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The Company's significant non-cash investing and financing activities and
cash payments for interest and income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1992 1993 1994
------ ------ ------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C> <C>
Unrealized appreciation of available-for-sale securities net
of tax effect of $3,344.................................... $ -- $ -- $5,341
Notes payable issued for purchased customer accounts......... 3,206 3,862 --
Notes received on the sale of fixed assets and customer
accounts................................................... 649 1,532 266
Notes payable issued on purchases and retirement of stock.... 1,094 -- --
Cash paid during the year for:
Interest................................................... 1,912 1,944 1,462
Income taxes............................................... 4,298 3,978 9,597
</TABLE>

F-17
<PAGE> 51

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 13 -- BUSINESS CONCENTRATIONS

Substantially all of the Company's premiums receivable from customers and
premiums payable to insurance companies arise from policies sold on behalf of
insurance companies. The Company, as agent, typically collects premiums, retains
its commission and remits the balance to the insurance companies. A significant
portion of business written by the Company is for customers located in Florida.
Accordingly, the occurrence of adverse economic conditions or an adverse
regulatory climate in Florida could have a material adverse effect on the
Company's business, although no such conditions have been encountered in the
past.

For the years ended December 31, 1993 and 1994, approximately 21% and 22%,
respectively, of the Company's total revenues are from insurance policies
underwritten by one insurance company. Should this carrier seek to terminate its
arrangement with the Company, the Company believes alternative insurance
companies are available to underwrite the business, although some additional
expenses and loss of market share would at least initially result. No other
insurance company accounts for as much as five percent of the Company's
revenues.

NOTE 14 -- REINSURANCE INDEMNITY

Whiting National Insurance Company ("Whiting"), the Company's risk-bearing
subsidiary, ceased underwriting operations in early 1985 and in 1988 entered
into liquidation by the New York State Insurance Department (the "Department").
Since then, the handling of Whiting's affairs has been the responsibility of the
Department.

In 1979, the Company agreed to indemnify a ceding insurer should Whiting
fail to perform under a reinsurance contract. As a result, the Company is
directly responsible for the management and adjudication of claims outstanding
under that indemnification contract. The Company had historically estimated that
certain recoveries related to the indemnity were available to it from the
Whiting liquidation. While none of the underlying facts or operations of law as
to the Company's rights or creditor priority had changed, the liquidation
activities proceeded more slowly than anticipated, making realization of those
recoveries uncertain. As a result, in 1992 those estimated recoveries were
written off and reserves associated with the underlying indemnity obligation
were bolstered because of adverse loss developments. These adjustments have been
reported as discontinued operations in the 1992 consolidated statement of
income.

F-18
<PAGE> 52

POE & BROWN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 15 -- QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The Company's 1992, 1993 and 1994 quarterly operating results have not been
reviewed by the Company's independent certified public accountants.

<TABLE>
<CAPTION>
NET INCOME (LOSS) CASH STOCK PRICE RANGE
------------------- DIVIDENDS --------------------
REVENUE AMOUNT PER SHARE PER SHARE HIGH LOW
-------- ------- --------- --------- ------ -------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
1992(1)
First quarter......................... $ 23,889 $ 2,107 $ 0.25 $0.10 $15.75 -- $ 11.50
Second quarter........................ 20,503 694 0.09 0.10 16.00 -- 13.50
Third quarter......................... 22,942 1,293 0.15 0.10 14.00 -- 11.25
Fourth quarter(2)..................... 24,174 (1,536) (0.19) 0.10 17.00 -- 12.75
-------- ------- --------- ---------
$ 91,508 $ 2,558 $ 0.30 $0.40
======== ======= ======= =======
1993(1)
First quarter......................... $ 24,706 $ 2,208 $ 0.26 $0.10 $19.00 -- $ 16.00
Second quarter(3)..................... 23,323 662 0.08 0.10 21.25 -- 17.25
Third quarter......................... 25,320 2,503 0.30 0.10 20.00 -- 18.25
Fourth quarter........................ 24,472 2,745 0.31 0.10 20.25 -- 16.87
-------- ------- --------- ---------
$ 97,821 $ 8,118 $ 0.95 $0.40
======== ======= ======= =======
1994(1)
First quarter(4)...................... $ 28,529 $ 4,625 $ 0.54 $0.10 $19.50 -- $ 17.63
Second quarter........................ 23,334 2,018 0.23 0.10 20.50 -- 18.25
Third quarter(5)...................... 25,039 3,577 0.41 0.10 22.75 -- 19.75
Fourth quarter........................ 24,678 3,299 0.38 0.12 21.75 -- 19.50
-------- ------- --------- ---------
$101,580 $13,519 $ 1.56 $0.42
======== ======= ======= =======
</TABLE>

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

(1) Quarterly financial information is affected by seasonal variations. The
timing of contingent commissions, policy renewals and acquisitions may
cause revenues, expenses and net income to vary significantly between
quarters.
(2) Fourth quarter 1992 includes loss from discontinued operations of $1,580,000
or $0.30 per share. Fourth quarter net income (loss) also includes expenses
of $2,147,000, or $0.26 per share, from charges associated with certain
costs and uncollectible receivables arising from purchase acquisitions,
costs related to the merger involving Brown, and additions to income tax
reserves.
(3) Second quarter 1993 net income increased $818,000 from the sale of certain
insurance accounts and other assets, and decreased $1,151,000 due to
merger-related combination costs.
(4) First quarter 1994 net income increased $1,342,000, or $0.16 per share, from
the sale of a portion of the Company's investment in Rock-Tenn Company (see
Note 1).
(5) Third quarter 1994 net income increased $700,000, or $0.08 per share, due to
the reduction in general tax reserves (See note 9).

F-19
<PAGE> 53

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

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT
RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER
IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Prospectus Summary.................... 3
Risk Factors.......................... 6
Use of Proceeds....................... 8
Price Range of Common Stock........... 8
Dividend Policy....................... 8
Capitalization........................ 9
Selected Consolidated Financial
Data................................ 10
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 12
The Company........................... 17
Business.............................. 18
Management............................ 25
Principal and Selling Shareholders.... 27
Underwriting.......................... 30
Legal Matters......................... 31
Experts............................... 31
Incorporation of Documents by
Reference........................... 31
Glossary of Selected Insurance
Terms............................... 32
Index to Financial Statements......... F-1
</TABLE>

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

------------------------------------------------------
------------------------------------------------------
1,425,000 SHARES

POE & BROWN, INC.

COMMON STOCK
LOGO
------------

PROSPECTUS

, 1995

------------
SMITH BARNEY INC.

THE ROBINSON-HUMPHREY
COMPANY, INC.
------------------------------------------------------
------------------------------------------------------
<PAGE> 54

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)

<TABLE>
<S> <C>
Registration fees -- Securities and Exchange Commission........................... $ 13,562
NASD filing fee................................................................... 4,413
Legal fees and expenses........................................................... 100,000*
Accounting fees and expenses...................................................... 100,000*
Printing and engraving expenses................................................... 45,000*
Blue Sky fees and expenses........................................................ 12,000*
Transfer Agent's fees and expenses................................................ 1,500*
Miscellaneous..................................................................... 48,525*
--------
Total................................................................... $325,000*
========
</TABLE>

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

* Estimated
(1) Half of these fees and expenses will be paid by the Company and half, pro
rata, by the Selling Shareholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Florida corporation. Reference is made to Section 607.0850
of the Florida Business Corporation Act, which permits, and in some cases
requires, indemnification of directors, officers, employees, and agents of the
Company under certain circumstances and subject to certain limitations.

Under Article VII of the Company's Bylaws, the Company is required to
indemnify its officers and directors, and officers and directors of certain
other corporations serving as such at the request of the Company, against all
costs and liabilities incurred by such persons by reason of their having been an
officer or director of the Company or such other corporation, provided that such
indemnification shall not apply with respect to any matter as to which such
officer or director shall be finally adjudged to have been individually guilty
of gross negligence or willful malfeasance in the performance of his or her duty
as a director or officer, and provided further that the indemnification shall,
with respect to any settlement of any suit, proceeding, or claim, include
reimbursement of any amounts paid and expenses reasonably incurred in settling
any such suit, proceeding, or claim when, in the judgment of the Board of
Directors, such settlement and reimbursement appeared to be for the best
interests of the Company.

The Company has entered into an indemnification agreement with certain
members of its Board of Directors. The agreements create certain indemnification
obligations of the Company in favor of such persons in connection with their
service as directors and, as permitted by applicable law, clarify and expand the
circumstances under which such persons will be indemnified.

The underwriters also will agree to indemnify the directors and officers of
the Company against certain liabilities as set forth in Section 8 of the
Underwriting Agreement (see Exhibit 1).

The Company has purchased insurance with respect to, among other things,
any liabilities that may arise under the statutory provisions referred to above.

II-1
<PAGE> 55

ITEM 16. EXHIBITS.

The exhibits constituting part of this Registration Statement are as
follows:

<TABLE>
<C> <C> <S>
1 -- Form of Underwriting Agreement*
5 -- Opinion of Holland & Knight*
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Holland & Knight (contained in Exhibit 5)*
24.1 -- Powers of Attorney pursuant to which this Registration Statement has been signed on
behalf of certain directors and officers*
24.2 -- Resolutions of the Board of Directors, certified by the Secretary of the Company*
</TABLE>

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

* Previously filed

ITEM 17. UNDERTAKINGS.

The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 said Act and will be governed by the final adjudication
of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE> 56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida on August 10, 1995.

POE & BROWN, INC.

By: /s/ J. HYATT BROWN*
------------------------------------
J. Hyatt Brown,
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<C> <S> <C>
/s/ J. HYATT BROWN* Chairman of the Board, August 10, 1995
--------------------------------------------- President and Chief Executive
J. Hyatt Brown Officer (principal executive
officer)

/s/ TIMOTHY L. YOUNG Vice President, Chief Financial August 10, 1995
--------------------------------------------- Officer, and Treasurer
Timothy L. Young (principal financial and
accounting officer)

/s/ SAMUEL P. BELL, III* Director August 10, 1995
---------------------------------------------
Samuel P. Bell, III

/s/ BRUCE G. GEER* Director August 10, 1995
---------------------------------------------
Bruce G. Geer

/s/ JIM W. HENDERSON* Director August 10, 1995
---------------------------------------------
Jim W. Henderson

/s/ KENNETH E. HILL* Director August 10, 1995
---------------------------------------------
Kenneth E. Hill

/s/ THEODORE J. HOEPNER* Director August 10, 1995
---------------------------------------------
Theodore J. Hoepner

/s/ CHARLES W. POE* Director August 10, 1995
---------------------------------------------
Charles W. Poe

/s/ WILLIAM F. POE, SR.* Director August 10, 1995
---------------------------------------------
William F. Poe, Sr.

/s/ WILLIAM F. POE, JR.* Director August 10, 1995
---------------------------------------------
William F. Poe, Jr.

*By: /s/ LAUREL J. LENFESTEY August 10, 1995
---------------------------------------------
Laurel J. Lenfestey,
Attorney-in-fact
</TABLE>

II-3
<PAGE> 57

EXHIBIT INDEX

<TABLE>
<CAPTION>
NO. ITEM PAGE
---- ----------------------------------------------------------------------------- ----
<C> <C> <S> <C>
23.1 -- Consent of Ernst & Young LLP.................................................
</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
January 28, 1995, except for the last paragraph of Note 2, as to which the date
is March 1, 1995, in Amendment No. 1 to the Registration Statement (Form S-3 No.
33-61591) and related Prospectus of Poe & Brown, Inc. for the registration of
1,638,750 shares of its common stock.

We also consent to the incorporation by reference therein of our report
with respect to the financial statement schedule of Poe & Brown, Inc. for the
years ended December 31, 1994, 1993 and 1992 included in the Annual Report (Form
10-K) for 1994 filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP

Tampa, Florida

August 10, 1995