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 (No fee required,
effective October 7, 1996)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee required)
FOR THE TRANSITION PERIOD FROM _________ TO ________.
COMMISSION FILE 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 ii>
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 1
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 1996 AND 1995 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED
DECEMBER 31, 1996 3
NOTES TO FINANCIAL STATEMENTS 4
SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF
DECEMBER 31, 1996 8
SCHEDULE II: SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1996 9
SIGNATURE 10
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 11
</TABLE>
<PAGE 1>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the 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, 1996 and
1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1996.
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, 1996
and 1995, and the changes in its net assets available for plan
benefits for the year ended December 31, 1996, 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.
/S/ ARTHUR ANDERSEN LLP
Tampa, Florida,
June 27, 1997
<PAGE 2>
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
INVESTMENTS (Notes 2 and 3):
At fair value-
SEI Balanced Fund $ 5,810,917 $ 5,250,137
SEI Bond Index Fund 103,014 2,142
SEI Capital Appreciation Fund 7,766,467 6,955,384
SEI Core International Equity Fund 784,269 421,485
SEI S&P 500 Index Fund 1,773,025 145,697
SEI Small Cap Growth Fund 3,236,914 2,123,099
Employer Common Stock 4,108,587 3,856,819
Participant loans 1,595,998 1,432,315
SEI Prime Obligation Fund 9,004 54,146
___________ ___________
25,188,195 20,241,224
At contract value-
SEI Stable Asset Fund 4,631,820 5,084,286
___________ ___________
Total investments 29,820,015 25,325,510
CASH 194,340 246,090
EMPLOYER CONTRIBUTIONS RECEIVABLE 645,569 501,530
PARTICIPANT CONTRIBUTIONS RECEIVABLE 70,976 61,614
____________ ___________
Total assets 30,730,900 26,134,744
ACCOUNTS PAYABLE 194,340 246,090
____________ ___________
NET ASSETS AVAILABLE FOR PLAN BENEFITS $30,536,560 $25,888,654
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE 2>
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, 1996
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SEI Core SEI
SEI SEI Bond SEI Capital International SEI S&P Small Cap SEI Stable
Balance Index Appreciation Equity 500 Index Growth Asset
Fund Fund Fund Fund Fund Fund Fund
_____ ________ ____________ ___________ _________ _________ __________
ADDITIONS:
Interest and dividends $1,029,204 $ 3,009 $2,088,407 $ 49,157 $ 18,569 $643,450 $331,602
Dividends on employer
common stock - - - - - - -
Net realized and unrealized
appreciation (depreciation)
in fair value of
investments (263,105) 2,885 (525,224) 32,208 198,851 (61,381) -
Participant contributions 478,734 9,422 680,589 142,508 112,424 507,468 368,786
Employer contributions 268,041 4,990 339,174 49,916 48,043 247,654 217,190
__________ _______ __________ ________ ________ _________ ________
Total additions 1,512,874 20,306 2,582,946 273,789 377,887 1,337,191 917,578
__________ _______ __________ ________ ________ _________ _______
DEDUCTIONS:
Benefits paid to
participants 620,059 2,734 517,682 30,731 53,651 354,045 1,457,041
Administrative expenses 19,841 179 25,746 2,130 4,407 9,725 18,435
__________ _______ _________ ________ ________ ________ _________
Total deductions 639,900 2,913 543,428 32,861 58,058 363,770 1,475,476
__________ _______ _________ ________ ________ ________ _________
NET ASSETS TRANSFERRED
BETWEEN INVESTMENT FUNDS (312,194) 83,479 (1,228,435) 121,856 1,307,499 140,394 105,432
_________ _______ __________ ________ _________ _________ _______
NET INCREASE (DECREASE) 560,780 100,872 811,083 362,784 1,627,328 1,113,815 (452,466)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
December 31, 1995 5,250,137 2,142 6,955,384 421,485 145,697 2,123,099 5,084,286
__________ _______ __________ ________ _________ _________ __________
NET ASSETS AVAILABLE FOR
PLAN BENEFITS,
December 31, 1996 $5,810,917 $103,014 $7,766,467 $784,269 $1,773,025 $3,236,914 $4,631,820
========== ======== ========== ======== ========== ========== ===========
(TABLE COLUMNS FOR THE TABLE ABOVE ARE CONTINUED BELOW FOR
EDGAR PURPOSES ONLY - THESE COLUMNS CONTINUE ACROSS THE PAGE ON HARD COPY)
<S> <C> <C> <C> <C>
Employer
Common Participant
Stock Loans Other Total
_________ ___________ ________ ______
ADDITIONS:
Interest and dividends $ - $127,669 $ 1,422 $ 4,292,489
Dividends on employer common
stock 76,023 - 76,023
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 366,850 - - (278,916)
Participant contributions 358,429 - 9,362 2,667,722
Employer contributions 200,124 - 144,039 1,519,171
__________ _________ _________ ___________
Total additions 971,426 127,669 154,823 8,276,489
__________ ___________ ________ ___________
DEDUCTIONS:
Benefits paid to participants 302,919 200,117 - 3,538,979
Administrative expenses 9,141 - - 89,604
________ __________ ________ __________
Total deductions 312,060 200,117 - 3,628,583
NET ASSETS TRANSFERRED BETWEEN
INVESTMENT FUNDS (407,598) 236,131 (46,564) -
_________ __________ ________ __________
NET INCREASE (DECREASE) 251,768 163,683 108,259 4,647,906
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, December 31, 1995 3,856,819 1,432,315 617,290 25,888,654
_________ _________ ________ __________
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, December 31, 1996 $4,108,587 $1,595,998 $725,549 $30,536,560
========== ========== ======== ===========
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE 4>
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. PLAN DESCRIPTION:
General
The Poe & Brown, Inc. Employees' Savings Plan and Trust Agreement
(the Plan), established effective January 1, 1985, and as amended
effective October 1, 1996, is a defined contribution plan under
which substantially all employees who are at least age 18 and who
have completed 30 continuous days 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 lump-sum 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 5>
Contributions
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, 1996 and 1995, the Board authorized an optional
profit sharing contribution of 1.5 percent of salary for all
participants.
Vesting
Participants employed prior to October 1, 1996, are 100
percent vested in their entire account balance at all times.
Participants employed on or after October 1, 1996, are
immediately vested in their voluntary contributions plus actual
earnings thereon. Vesting in the employer matching contributions
and profit sharing contributions are based on years of credited
service and are subject to the following vesting schedule:
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Years of Credited Service
Vested Interest
_______________ _________________
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
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.
<PAGE 6>
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 (excluding the SEI Stable Asset Fund) 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.
SEI Stable Asset Fund -- As of December 31, 1996 and 1995,
the contract value of the SEI Stable Asset Fund approximated
its fair value.
3. INVESTMENT PROGRAMS:
Investments
As of December 31, 1996 and 1995, 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.
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 a minimum of $500, up to a maximum equal to
the lesser of $50,000 or 50 percent of the participant's vested
account balance. Additional loans to participants with more than
one loan outstanding are consolidated into a single loan, and no
more than five loans may be outstanding, including those which
have been consolidated. 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.
<PAGE 7>
4. PARTY-IN-INTEREST TRANSACTIONS:
All of the Plan's SEI investments are managed by the custodian, a
party-in-interest.
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 (IRC). The Plan has been amended since receiving
the determination letter. However, the Plan's management
believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the
IRC.
6. SUBSEQUENT EVENTS:
Effective January 1, 1997, the Board appointed Diversified
Investment Advisors, Inc. as the recordkeeper of the Plan, and
appointed Investors Bank and Trust Company of Boston,
Massachusetts, as Trustee of the Plan. In connection with the
changes, the new funds offered to Plan participants as of January
1, 1997, are the (1) Diversified Stable Five Fund,
(2) Diversified Government/ Corporate Bond Fund, (3) Diversified
Balanced Fund, (4) Diversified Stock Index Fund, (5) Diversified
Equity Value Fund, (6) Diversified Special Equity Fund, (7)
Diversified International Equity Fund, and (8) Employer Common
Stock Fund.
<PAGE 8>
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<CAPTION>
SCHEDULE I
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1996
<S> <C> <C>
Identity and Description of Issues Cost Fair Value
__________________________________ _________ __________
SEI Balanced Fund (stock and bond investments)* $ 5,934,376 $ 5,810,917
SEI Bond Index Fund (bond investments)* 102,163 103,014
SEI Capital Appreciation Fund (stock investments)* 8,404,341 7,766,467
SEI Core International Equity Fund (foreign stock
investments)* 804,412 784,269
SEI S&P 500 Index Fund (stock investments)* 1,622,728 1,773,025
SEI Small Cap Growth Fund (small company stock
investment)* 3,457,128 3,236,914
SEI Stable Asset Fund (guaranteed investment
contracts)* 4,631,820 4,631,820
Employer Common Stock (employer stock investment) 2,985,453 4,108,587
SEI Prime Obligation Fund (bearing interest at
4 percent)* 9,004 9,004
Participant loans (bearing interest at rates
ranging between 7 percent and 11.5 percent) 1,595,998 1,595,998
___________ ___________
$29,547,423 $29,820,015
=========== ===========
*Represents a party-in-interest (Note 4).
</TABLE>
The preceding notes are an integral part of this schedule.
<PAGE 9>
<TABLE>
<CAPTION>
SCHEDULE II
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C> <C> <C> <C>
Identify of Party Involved/ Purchase Selling Cost of Realized
Description of Assets Price Price Assets Gain
___________________________ ________ _________ ________ ________
SEI Balanced Fund* $2,445,832 $ - $2,445,832 $ -
SEI Capital Appreciation Fund* 3,734,896 - 3,734,896 -
SEI S&P 500 Index Fund* 1,656,725 - 1,656,725 -
SEI Small Cap Growth Fund* 2,008,990 - 2,008,990 -
SEI Prime Obligation Fund* 4,909,445 - 4,909,445 -
SEI Stable Asset Fund* 1,697,733 - 1,697,733 -
SEI Balanced Fund* - 1,621,947 1,436,755 185,192
SEI Capital Appreciation Fund* - 2,398,589 2,244,940 153,649
SEI S&P 500 Index Fund* - 228,248 178,568 49,680
SEI Small Cap Growth Fund* - 833,794 550,093 283,701
SEI Prime Obligation Fund* - 4,954,587 4,954,587 -
SEI Stable Asset Fund* - 2,150,199 2,150,199 -
*Represents a party-in-interest (Note 4).
</TABLE>
The preceding notes are an integral part of this schedule.
<PAGE 10>
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/ WILLIAM A. ZIMMER
______________________________________
William A. Zimmer
Vice President, Chief Financial
Officer and Treasurer
<PAGE 11>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified 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. 33-1900, dated November 27, 1985, as amended
by Post Effective Amendment No. 1 dated December 2, 1992.
/S/ ARTHUR ANDERSEN LLP
Tampa, Florida,
June 27, 1997
