SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM _______ TO _______.
COMMISSION FILE NUMBER 0-7201
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN,IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW:
POE & BROWN, INC.
EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
POE & BROWN, INC.
220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA 32115
<PAGE 1>
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
FORM 11-K
REQUIRED INFORMATION
Pursuant to Item 4 of the required information, in lieu of the requirements
of Items 1, 2 and 3, the financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA are submitted
as follows:
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Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 1995 AND 1994 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS, WITH FUND INFORMATION, FOR THE
YEAR ENDED DECEMBER 31, 1995 5
NOTES TO FINANCIAL STATEMENTS 6
SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF
DECEMBER 31, 1995 10
SCHEDULE II: SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1995 11
SIGNATURE 12
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 13
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<PAGE 2>
POE & BROWN, INC. EMPLOYEEES' SAVINGS PLAN AND TRUST AGREEMENT
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE 3>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the 401(k) Plan Trustees of the Poe & Brown, Inc.
Employees' Savings Plan and Trust Agreement:
We have audited the accompanying statements of net assets
available for plan benefits of the Poe & Brown, Inc.
Employees' Savings Plan and Trust Agreement as of December
31, 1995 and 1994, and the related statement of changes in
net assets available for plan benefits for the year ended
December 31, 1995. These financial statements and the
supplemental schedules referred to below are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for
plan benefits for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the
statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available
for plan benefits of each fund. The supplemental schedules
and Fund Information have been subjected to the auditing
procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Orlando, Florida,
June 19, 1996
<PAGE 4>
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POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<C> <C>
<S>
1995 1994
______ _______
INVESTMENTS (Notes 2 and 3):
At fair value-
SEI Balanced Fund $ 5,250,137 $ 4,129,624
SEI Bond Index Fund 2,142 -
SEI Capital Appreciation Fund 6,955,384 4,896,572
SEI Core International Equity Fund 421,485 339,928
SEI S&P 500 Index Fund 145,697 -
SEI Small Cap Growth Fund 2,123,099 874,835
Employer Common Stock Fund 3,856,819 3,108,607
Participant loans 1,432,315 1,164,690
SEI Prime Obligation Fund 54,146 211,491
___________ __________
20,241,224 14,725,747
At contract value-
SEI Stable Asset Fund (Note 4) 5,084,286 5,727,969
___________ __________
Total investments 25,325,510 20,453,716
CASH 246,090 201,252
EMPLOYER CONTRIBUTIONS RECEIVABLE 501,530 515,386
PARTICIPANT CONTRIBUTIONS RECEIVABLE 61,614 58,112
___________ __________
Total assets 26,134,744 21,228,466
ACCOUNTS PAYABLE 246,090 201,252
___________ __________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $25,888,654 $21,027,214
============= ===========
The accompanying notes are an integral part of these
statements.
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<PAGE 5>
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POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,WITH FUND
INFORMATION,FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed
_______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SEI SEI SEI SEI SEI SEI Employer
SEI Bond Apprecia- tional 500 Cap Asset Common Partici-
Balanced Index tion Equity Index Growth Asset Stock pant
Fund Fund Fund Fund Fund Fund Fund Fund Loans Other Total
ADDITIONS:
Interest and
dividends $271,891 $ 2 $ 785,716 $ 15,180 $ 41 $ 357,495 $371,198 $ - $87,174 $5,036 $1,893,733
Dividends on
employer
common stock - - - - - - - 69,424 - - 69,424
Net realized
and unrealized
appreciation 597,456 (120) 666,820 (4,499) (8,606) 12,929 - 301,366 - - 1,565,346
(depreciation)
in fair value of
investments
Participant
contributions 496,667 88 665,816 100,859 18,977 391,006 388,763 305,418 - 3,502 2,371,096
Employer
contributions 256,938 52 318,846 38,903 522 190,423 231,274 160,505 - (13,856) 1,183,607
_________ ___ _________ _______ ________ _______ _______ _______ ______ ______ _________
Total addition 1,622,952 22 2,437,198 150,443 10,934 951,853 991,235 836,713 87,174 (5,318) 7,083,206
_________ ___ _________ _______ ________ ________ _______ _______ ______ ______ __________
DEDUCTIONS:
Benefits
paid to
participants 349,015 - 341,410 2,363 - 53,237 1,100,683 273,581 - - 2,120,289
Admini-
strative
expenses 16,704 - 16,340 113 - 2,548 52,679 13,093 - - 101,477
_______ ______ ________ ______ ________ _______ ________ ________ ______ _______ __________
Total deductions 365,719 - 357,750 2,476 - 55,785 1,153,362 286,674 - - 2,221,766
_______ ______ ________ ______ ________ ________ ________ _______ ______ _______ __________
NET ASSETS
TRANSFERRED
BETWEEN
INVESTMENT
FUNDS (136,720) 2,120 (20,636) (66,410) 134,753 352,196 (481,556) 198,173 180,451 (162,381) -
_______ ______ ________ ______ ________ ________ ________ _______ ______ _______ __________
NET INCREASE
(DECREASE) 1,120,513 2,142 2,058,812 81,557 145,697 1,248,264 (643,683) 748,212 267,625 (167,699) 4,861,440
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
12/31/94 4,129,624 - 4,896,572 339,928 - 874,835 5,727,969 3,108,607 1,164,690 784,989 21,027,214
_________ ______ _________ _______ ________ _______ _________ _________ _________ _______ __________
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS,
12/31/95 $5,250,137 $2,142 $6,955,384 $421,485 $145,697 $2,123,099 $5,084,286 $3,856,819 $1,432,315 $617,290 $25,888,654
=========== ====== ========== ======== ======== ========== ========== ========== ========== ======== ===========
The accompanying notes are an integral part of this statement.
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POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. PLAN DESCRIPTION:
GENERAL
The Poe & Brown, Inc. Employees' Savings Plan and
Trust Agreement (the Plan), established effective
January 1, 1985, is a defined contribution plan under
which substantially all employees who are at least age
21 and who have completed one year of service are
eligible to participate. The Plan is intended to
assist Poe & Brown, Inc. and its subsidiaries (the
Employer) in its efforts to attract and retain
competent employees by enabling eligible employees to
share in the profits of the Employer and to supplement
retirement income. The Plan is subject to the
provisions of the Employee Retirement Income Security
Act of 1974.
DISTRIBUTIONS
Benefits under the Plan are payable upon normal (after
age 65) or early (after age 59-1/2) retirement, death,
disability, severe financial hardship or termination
of service and are based on the balance in the
participant's account. Distributions of vested
account balances will be made in the form of a single
lump-sum payment or in some other optional form of
payment elected by the participant and the
participant's spouse, if any. The forms of payment
are (1) joint and survivor annuities, (2) a life
annuity with 120 guaranteed monthly payments, (3) a
life annuity, (4) a single lumpsum payment for the
entire balance of the participant's account, and (5) a
direct transfer to either an individual retirement
account or another qualified employer retirement plan.
ADMINISTRATION
The Plan is administered by the 401(k) Plan Employee
Benefits Administrative Committee (the Committee)
which has been appointed by the Board of Directors
(the Board) of the Employer. Information about the
plan agreement, such as provisions for allocations to
participants' accounts, vesting, benefits and
withdrawals, is contained in the Summary Plan
Description. Copies of this document are available
from the Committee.
ADMINISTRATIVE EXPENSES
Substantially all administrative expenses are paid by
the Plan. These expenses include recordkeeping, audit
and trustee fees.
<PAGE 7>
PLAN TERMINATION
The Plan will terminate if the Employer is dissolved
or declared bankrupt or insolvent. Although it has
not expressed any intent to do so, the Employer may
terminate the Plan at any time, either wholly or
partially, by notice in writing to the participants
and the trustees. Upon termination, the rights of
participants in their accounts will become 100 percent
vested. The Employer may temporarily discontinue
contributions to the Plan, either wholly or partially,
without terminating the Plan.
2. USE OF ESTIMATES AND SIGNIFICANT ACCOUNTING POLICIES:
USE OF ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of additions to and deductions from the net
assets available for plan benefits during the
reporting period. Actual results could differ from
those estimates.
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are
presented on the accrual basis of accounting in
accordance with generally accepted accounting
principles.
VALUATION OF INVESTMENTS
SEI INVESTMENTS - The fair value of the
participation units in SEI investments is based on the
quoted redemption value of the units from SEI Trust
Company on the last business day of the year.
EMPLOYER COMMON STOCK FUND - The fund consists
of the Employer's common stock which is valued at the
last reported sale price as reported on the National
Market System by the National Association of
Securities Dealers. During the year ended December 31,
1994, substantially all of the purchases of this stock
for the Plan were made from the Employer, valued at
fair value as of the time of purchase.
<PAGE 8>
3. CONTRIBUTIONS AND INVESTMENT PROGRAMS:
Participants may elect to defer, subject to certain
limitations, from 1 percent to 15 percent of annual
compensation as contributions to the Plan. The
Employer makes matching contributions to the Plan of
100 percent of each contributing participant's
deferred contribution, but no more than 2.5 percent of
each participants' salary. The Plan permits the Board
of the Employer to authorize optional contributions
allocated to participants based on salary. During each
of the years ended December 31, 1995 and 1994, the
Board authorized an optional profit sharing
contribution of 1.5 percent of salary for all
participants, except those participants who also
participate in the Employer's Cash Balance Plan, the
Retirement Plan for Employees of Poe & Brown, Inc.,
who will receive a profit sharing contribution of 1
percent of salary.
INVESTMENTS
As of December 31, 1995 and 1994, contributions to the
Plan are invested in one or more of eight separate
investment funds at the direction of each participant.
The funds are (1) SEI Balanced Fund, (2) SEI Bond
Index Fund, (3) SEI Capital Appreciation Fund, (4) SEI
Core International Equity Fund, (5) SEI S&P 500 Index
Fund, (6) SEI Small Cap Growth Fund, (7) SEI Stable
Asset Fund, and (8) Employer Common Stock Fund.
INVESTMENT INCOME AND EXPENSES
Each participant's account shall be allocated the
investment income and expenses of each fund based on
the value of each participant's account invested in
each fund, in proportion to the total value of all
accounts in each fund, taking into account any
contributions to or distributions from the
participant's account.
General expenses of the Plan not attributable to any
particular fund shall be allocated among participants'
accounts in proportion to the value of each account,
taking into consideration the participant's
contributions and distributions.
PARTICIPANT LOANS
A participant may, with the approval of the Committee,
borrow from his own account only when the number of
existing loans outstanding is less than five. The
minimum amount a participant may borrow is $500. The
maximum amount that a participant may borrow is the
lesser of 50 percent of the participant's vested
balance or $50,000. Loans, which are repayable monthly
over periods generally up to five years, are
collateralized by notes and by a security interest in
the borrower's vested account balance. The loans bear
interest at the rate of prime plus 1 percent,
determined at the time the loan is approved.
4. SEI STABLE ASSET FUND:
The average yield on the SEI Stable Asset Fund during
the years ended December 31, 1995 and 1994, was
approximately 6.4 percent and 6 percent, respectively.
The crediting interest rate was approximately 6.3
percent and 6 percent as of December 31, 1995 and
1994, respectively. As of December 31, 1995 and 1994,
the fair value of the SEI Stable Asset Fund
approximated its contract value.
<PAGE 9>
5. FEDERAL INCOME TAX STATUS:
The Plan obtained its latest determination letter on
February 26, 1996, in which the Internal Revenue
Service stated that the Plan was in compliance with
the applicable sections of the Internal Revenue Code.
<PAGE 10>
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SCHEDULE I
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31,1995
<S> <C> <C>
Identity and Description of Issues Cost Fair Value
______________________________________________ ____ __________
SEI Balanced Fund (stock and bond investments) $4,925,299 $5,250,137
SEI Bond Index Fund (bond investments) 2,123 2,142
SEI Capital Appreciation Fund (stock investments) 6,914,385 6,955,384
SEI Core International Equity Fund (foreign
stock investments) 422,269 421,485
SEI S&P 500 Index Fund (stock investments) 144,571 145,697
SEI Stable Asset Fund (guaranteed investment
contracts) 5,084,286 5,084,286
SEI Small Cap Growth Fund (small company
stock investment) 1,998,231 2,123,099
Poe & Brown, Inc. common stock (employer
stock investment) 2,983,410 3,856,819
SEI Prime Obligation Fund (bearing interest
at 4 percent) 54,146 54,146
Participant loans (bearing interest at rates
ranging between 7 percent and 11 percent) 1,432,315 1,432,315
__________ _________
$23,912,303 $25,325,510
=========== ===========
The preceding notes are an integral part of this schedule.
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SCHEDULE II
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
SCHEDULE OF REPORTABLE TRANSACTION
FOR THE YEAR ENDED DECEMBER 31, 1995
<S> <C> <C> <C> <C> <C>
Identity of Fair Value
Party Involved/ of Asset on Realized
Description of Purchase Selling Cost of Transaction Gain/
Assets Price Price Assets Date (Loss)
_______________ _______ ________ _______ ___________ ________
SEI Balanced Fund $1,278,982 $ - $1,278,982 $1,278,982 $ -
SEI Small Cap Growth
Fund 1,350,366 - 1,350,366 1,350,366 -
SEI Capital
Appreciation Fund 2,190,466 - 2,190,466 2,190,466 -
SEI Prime Obligation
Fund 2,063,988 - 2,063,988 2,063,988 -
SEI Stable Asset
Fund 1,536,999 - 1,536,999 1,536,999 -
Poe & Brown, Inc.
common stock 1,143,196 - 1,143,196 1,143,196 -
SEI Balanced Fund - 755,925 905,900 755,925 (149,975)
SEI Small Cap Growth
Fund - 115,031 175,283 115,031 (60,252)
SEI Capital
Appreciation Fund - 798,474 961,069 798,474 (162,595)
SEI Prime Obligation
Fund - 2,221,333 2,221,333 2,221,333 -
SEI Stable Asset Fund - 2,180,682 2,180,682 2,180,682 -
Poe & Brown, Inc.
common stock - 696,350 561,427 696,350 134,923
The preceding notes are an integral part of this schedule.
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<PAGE 12>
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Trustee and other persons who
administer the Plan have duly caused this annual
report to be signed by the undersigned thereunto duly
authorized.
POE & BROWN, INC.
EMPLOYEES' SAVINGS PLAN AND
TRUST AGREEMENT
By: POE & BROWN, INC.
By: /s/ James A. Orchard
___________________________
James A. Orchard
Vice President, Chief Financial Officer
and Treasuer
<PAGE 13>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference of our
report included in this Form 11-K, into the
Company's previously filed Registration Statement
File No. 331900, dated November 27, 1985, as
amended by Post Amendment No. 1 dated December 2,
1992.
Arthur Andersen LLP
Orlando, Florida,
June 19, 1996
