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, 1998
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
B. Name of Issuer of the Securities Held Pursuant to the Plan and the
Address of its Principal Executive Office:
Brown & 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, 1998 AND 1997 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED
DECEMBER 31, 1998 3
NOTES TO FINANCIAL STATEMENTS 4
SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF
DECEMBER 31, 1998 9
SCHEDULE II: SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1998 12
SIGNATURE 13
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 14
</TABLE>
<PAGE 1>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees of the Poe & Brown, Inc.
Employees' Savings Plan and Trust:
We have audited the accompanying statements of net assets available for
benefits of the Poe & Brown, Inc. Employees' Savings Plan and Trust as of
December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1998. 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 upon
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits as of
December 31, 1998 and 1997, and the changes in its net assets available
for benefits for the year ended December 31, 1998, 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 benefits is presented for purposes of additional analysis rather than
to present the changes in net assets available for 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,
May 10, 1999
<PAGE 2>
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POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<S> <C> <C>
1998 1997
____ ____
CASH $ 33,066 $ 6,806
INVESTMENTS (Notes 2 and 3):
At fair value-
Money market fund 335,554 -
Bond funds 1,061,041 222,869
Balanced funds 7,427,148 7,211,982
Stock index fund 4,721,443 3,139,724
Equity funds 10,851,893 9,835,213
Special equity fund 5,031,815 4,839,617
International equity fund 907,936 1,067,253
Employer Common Stock 10,712,730 7,217,252
Participant loans 1,698,578 1,455,199
Self-directed investments 368,058 138,891
___________ ___________
43,116,196 35,128,000
At contract value-
Stable Five Fund 4,900,519 5,276,753
___________ ___________
Total investments 48,016,715 40,404,753
EMPLOYER CONTRIBUTIONS RECEIVABLE 893,785 776,298
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $48,943,566 $41,187,857
=========== ===========
The accompanying notes are an integral part of these statements.
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<PAGE 3>
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POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C> <C> <C>
Money Stock Special
Market Bond Balanced Index Equity Equity
Fund Funds Funds Fund Funds Fund
ADDITIONS:
Interest and
dividends $ - $ - $ - $ - $ - $ -
Dividends on
Employer
Common Stock - - - - - -
Net realized and
unrealized
appreciation in
fair value of
investments 7,088 22,631 809,775 964,628 1,277,168 85,171
Participant
contributions 88,557 152,994 476,292 490,553 1,082,502 670,619
Employer
contributions 6,088 41,156 279,591 235,001 451,276 353,579
________ ________ _________ _________ _________ _________
Total
additions 101,733 216,781 1,565,658 1,690,182 2,810,946 1,109,369
________ ________ _________ _________ _________ __________
DEDUCTIONS:
Benefits
paid to
participants 80,761 68,859 590,459 196,949 728,625 530,451
Administrative
expenses 225 153 2,836 1,511 1,635 602
________ _______ ________ _________ ________ __________
Total
deductions 80,986 69,012 593,295 198,460 730,260 531,053
_________ _______ ________ _________ _________ __________
NET ASSETS
TRANSFERRED
BETWEEN
INVESTMENT
FUNDS 314,807 690,403 (757,197) 89,997 (1,064,006) (386,118)
_________ ________ __________ ________ ___________ ___________
NET INCREASE
(DECREASE) 335,554 838,172 215,166 1,581,719 1,016,680 192,198
NET ASSETS
AVAILABLE
FOR BENEFITS,
beginning
of year - 222,869 7,211,982 3,139,724 9,835,213 4,839,617
__________ _________ __________ _________ __________ __________
NET ASSETS
AVAILABLE
FOR
BENEFITS,
end of year $335,554 $1,061,041 $7,427,148 $4,721,443 $10,851,893 $5,031,815
======== ========== ========== ========== =========== ==========
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Interna-
tional Employer Stable Parti- Self-
Equity Common Five cipant Directed
Fund Stock Fund Loans Investments
______ _______ _______ ________ ____________
ADDITIONS:
Interest and
dividends $ - $ - $ 339,169 $ 125,301 $ -
Dividends on
Employer Common
Stock - 107,204 - - -
Net realized and
unrealized
appreciation in
fair value of
investments 88,426 1,095,068 - - 63,360
Participant
contributions 202,982 592,157 318,981 - -
Employer
contributions 80,947 271,290 214,849 - -
________ __________ _________ _________ _________
Total additions 372,355 2,065,719 872,999 125,301 63,360
________ __________ _________ _________ __________
DEDUCTIONS:
Benefits paid to
participants 78,926 366,031 502,023 202,297 -
Administrative
expenses - 289 3,549 - -
__________ _________ ________ _________ __________
Total deductions 78,926 366,320 505,572 202,297 -
___________ _________ _________ _________ _________
NET ASSETS
TRANSFERRED
BETWEEN
INVESTMENT
FUNDS (452,746) 1,796,079 (743,661) 320,375 165,807
___________ __________ __________ _________ _________
NET INCREASE
(DECREASE) (159,317) 3,495,478 (376,234) 243,379 229,167
NET ASSETS
AVAILABLE FOR
BENEFITS,
beginning
of year 1,067,253 7,217,252 5,276,753 1,455,199 138,891
___________ __________ __________ __________ _________
NET ASSETS
AVAILABLE FOR
BENEFITS, end
of year $ 907,936 $10,712,730 $4,900,519 $1,698,578 $368,058
========== =========== ========== ========== ========
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Other Total
ADDITIONS:
Interest and dividends - $ 464,470
Dividends on Employer Common
Stock - 107,204
Net realized and unrealized
appreciation in fair value
of investments - 4,413,315
Participant contributions - 4,075,637
Employer contributions 117,487 2,051,264
__________ ___________
Total additions 117,487 11,111,890
__________ ___________
DEDUCTIONS:
Benefits paid to participants - 3,345,381
Administrative expenses - 10,800
__________ ___________
Total deductions - 3,356,181
__________ ___________
NET ASSETS TRANSFERRED
BETWEEN INVESTMENT FUNDS 26,260 -
__________ ___________
NET INCREASE (DECREASE) 143,747 7,755,709
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 783,104 41,187,857
_________ ___________
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $926,851 $48,943,566
======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE 4>
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. PLAN DESCRIPTION:
GENERAL
The Poe & Brown, Inc. Employees' Savings Plan and Trust (the Plan),
established effective January 1, 1985, and as amended and restated
effective January 1, 1997, 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 Brown & Brown, Inc. (formerly 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.
BENEFITS PAID
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, as defined in the 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. Diversified Investment Advisors, Inc. (Diversified) has
been appointed as the recordkeeper of the Plan, and Investors Bank
and Trust Company of Boston, Massachusetts (the Trustee), has been
appointed as the trustee of the Plan.
<PAGE 5>
ADMINISTRATAIVE EXPENSES
Substantially all administrative expenses are paid by the Plan.
These expenses include recordkeeping, audit and trustee fees.
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 participant's 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, 1998 and 1997, 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 Vested
Credited Service Interest
________________ ________
1 20%
2 40%
3 60%
4 80%
5 or more 100%
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PLAN TERMINATION
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 Trustee. 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.
<PAGE 6>
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
DIVERSIFIED INVESTMENTS -- The fair value of the participation units in
Diversified investments (excluding the Diversified Stable Five Fund) is
based on the quoted redemption value of the units from Diversified on
the last business day of the year.
EMPLOYER COMMON STOCK -- This investment 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.
DIVERSIFIED STABLE FIVE FUND -- As of December 31, 1998 and 1997, the
contract value of this fund approximated its fair value.
CHARLES SCHWAB & CO. PERSONAL CHOICE RETIREMENT ACCOUNT (SEE NOTE 3) --
As of December 31, 1998 and 1997, the fair value of the stocks, bonds and
mutual funds held in the participant's account are based on quoted market
prices of the investments held.
The fair value of individual investments that represent 5 percent or more
of the Plan's net assets available for benefits as of December 31, 1998
and 1997, are summarized as follows:
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1998 1997
Employer Common Stock $10,712,730 $7,217,252
Diversified Stable Five Fund 4,900,519 5,276,753
Diversified Balanced Fund 7,377,078 7,211,963
Diversified Stock Index Fund 4,721,443 3,139,724
Diversified Equity Value Fund 8,810,225 9,720,988
Diversified Special Equity Fund 5,031,815 4,839,617
</TABLE>
<PAGE 7>
3. INVESTMENT PROGRAMS:
FUND OPTIONS
As of December 31, 1998 and 1997, contributions to the Plan are
invested in one or more of 11 separate investment fund options at
the direction of each participant. The fund options are (1) Diversified
Stable Five Fund, (2) Diversified Short Horizon Fund, (3) Diversified
Government/Corporate Bond Fund, (4) Diversified Balanced Fund,
(5) Diversified Stock Index Fund, (6) Diversified Aggressive Equity Fund,
(7) Diversified Equity Value Fund, (8) Diversified Special Equity Fund,
(9) Diversified International Equity Fund, (10) Diversified
Intermediate/Long Horizon Fund and (11) Employer Common Stock.
In 1998, six funds were added to the investment options available
to participants. These fund options are (1) Diversified Equity Growth
Fund, (2) Diversified Money Market Fund, (3) Diversified Growth and
Income Fund, (4) Diversified Intermediate Horizon Fund, (5) Diversified
Quality Bond Fund and (6) Diversified High Yield Bond Fund. The Plan
also allows its participants to invest in the Charles Schwab & Co.
Personal Choice Retirement Account, which allows each participant to
self-direct their money into a full range of investment options including
individual stocks and bonds as well as allowing access to over 800 mutual
funds.
In the accompanying statements of net assets available for benefits
as of December 31, 1998 and 1997, and statement of changes in net assets
available for benefits for the year ended December 31, 1998,
several investments are aggregated for presentation purposes. In
the accompanying statement of net assets available for benefits as
of December 31, 1997, the Diversified Short Horizon Fund and
Diversified Balanced Fund are aggregated into the Balanced Funds;
the Diversified Aggressive Equity Fund and the Diversified Equity
Value Fund are aggregated into the Equity Funds; and the Diversified
International Equity Fund and the Diversified Intermediate/Long
Horizon Fund are aggregated into the International Funds. In the
accompanying statement of net assets available for benefits and
statement of changes in net assets available for benefits as of
and for the year ended December 31, 1998, the Diversified Quality
Bond Fund, Diversified High Yield Bond Fund and Diversified
Government/Corporate Bond Fund are aggregated into the Bond
Funds; the Diversified Short Horizon Fund, Diversified Intermediate
Horizon Fund, Diversified Intermediate/Long Horizon Fund and
Diversified Balanced Fund are aggregated into the Balanced Funds;
the Diversified Aggressive Equity Fund, Diversified Equity Growth
Fund, Diversified Growth and Income Fund and Diversified Equity
Value Fund are aggregated into the Equity Funds. The Charles
Schwab & Co. Personal Choice Retirement Account is presented as
self-directed investments in the accompanying statements of net
assets available for benefits and statement of changes in net
assets available for benefits. The remaining options are shown
individually in the accompanying statements of net assets available
for benefits and changes in net assets available for benefits, but
the word "Diversified" is omitted from the title for presentation
purposes.
<PAGE 8>
DIVERSIFIED STABLE FIVE FUND
Diversified manages a guaranteed pooled separate account of AUSA Life
Insurance Company called the Stable Five Fund. The crediting interest
rate is effective for a twelve-month interest crediting period and
is set annually. The crediting interest rate is determined based
on (i) the projected market yield-to-maturity of the market value
of assets, net of expenses, (ii) the timing and amounts of deposits,
transfers and withdrawals expected to be made during the interest
crediting period, and (iii) the amortization of the difference between
the fair value of Pooled Account No. 24 and the balance of the Stable
Five Fund. The crediting interest rate for this Diversified account
for the years ended December 31, 1998 and 1997, was 7 percent. The
average yield for this Diversified account for the years ended
December 31, 1998 and 1997, was 6.10 percent and 6.52 percent,
respectively.
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 $1,000, up to a maximum equal to the lesser of
$50,000 or 50 percent of the participant's vested account
balance. Participants may not have more than two loans outstanding
at any time. 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. PARTY-IN-INTEREST TRANSACTIONS:
All of the Plan's Diversified investments are managed by the recordkeeper,
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 and restated 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. SUPPLEMENTAL SCHEDULES:
The following supplemental schedules of assets held for investment
and reportable transactions are included as required schedules under
ERISA.
<PAGE 9>
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SCHEDULE I
Page 1 of 3
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1998
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Identity and Description of Issues Cost Fair Value
__________________________________ _____ __________
Money market fund:
Schwab Money Market Fund $ 23,663 $ 23,663
Mutual funds:
Gabelli Asset Fund 5,229 5,948
Gabelli Growth Fund 5,310 6,598
Invesco High Yield Fund 10,640 10,333
Invesco Strat Financial 6,242 6,624
Invesco Strat Health Fund 6,716 7,305
Janus Overseas Fund 7,789 8,609
Janus Special Situations 5,016 6,417
Janus Twenty Fund 7,628 10,256
Janus Worldwide Fund 18,676 22,117
Oakmark Select Fund 5,325 7,134
PBHG Large Cap Growth Fund 5,366 6,207
Safeco Growth Fund, Inc. 7,777 8,879
Schwab S&P 500 Investment Shares 3,066 4,528
Vanguard Primecap Fund 4,632 5,390
Pooled separate account:
Diversified Stable Five Fund -
Pooled Account of the AUSA Life
Insurance Company, Inc.* 4,900,519 4,900,519
Common/collective trusts:
Diversified Equity Growth Fund* 321,532 384,590
Diversified Money Market Fund* 330,503 335,554
Diversified Short Horizon Fund* 19 20
Diversified Government/Corporate Bond Fund* 612,769 631,418
Diversified Balance Fund* 5,859,641 7,377,078
Diversified Growth and Income Fund* 1,140,374 1,313,905
Diversified Stock Index Fund* 3,339,927 4,721,443
Diversified Aggressive Equity Fund* 277,708 343,173
Diversified Equity Value Fund* 6,916,365 8,810,225
Diversified Quality Bond Fund* 200,559 202,837
Diversified High Yield Bond Fund* 227,670 226,786
</TABLE>
<PAGE 10>
<TABLE>
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SCHEDULE I
Page 2 of 3
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1998
<S> <C> <C>
Identity and Description of Issues Cost Fair Value
__________________________________ ____ ___________
Common/collective trusts (continued):
Diversified Special Equity Fund* 4,177,994 5,031,815
Diversified International Equity Fund* 822,311 907,936
Diversified Intermediate Horizon Fund* 27,164 28,869
Diversified Intermediate/Long Horizon Fund* 18,364 21,181
Corporate common stocks:
Employer Common Stock 6,016,452 10,712,730
Pfizer, Inc. 12,617 12,500
Advantage Learning Systems 2,921 3,418
American International Group, Inc. 6,695 10,857
American Eagle Outfitters 3,713 6,729
Aspect Development, Inc. 2,300 5,628
Compaq Computer Corporation 5,170 10,521
Compuware 6,412 9,922
Dell Computer Corporation 18,820 30,226
Gemstar International Group Ltd. 4,048 3,607
Geotel Communications Corporation 1,617 2,570
Gilat Satellite Network Ltd. 1,627 1,929
Henry Jack and Associates, Inc. 2,794 3,134
International Business Machines 1,574 3,134
Iomega Corporation 4,294 3,254
Lason Incorporated 3,652 4,015
Legato Systems, Inc. 5,879 8,770
MCI Worldcom, Inc. 2,901 4,162
Medimmune, Inc. 2,375 3,480
Medquist, Inc. 4,170 4,543
Merck and Company, Inc. 13,493 15,645
Microsoft Corporation 5,721 15,256
Mindspring Entertainment, Inc. 2,518 3,908
Nabors Industries, Inc. 4,598 2,700
Network Appliances, Inc. 3,256 6,188
New Era of Networks, Inc. 2,462 6,072
Novell, Inc. 2,648 3,244
Paychex, Inc. 2,345 2,675
</TABLE>
<PAGE 11>
SCHEDULE I
Page 3 of 3
<TABLE>
<CAPTION>
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1998
<S> <C> <C>
Identity and Description of Issues Cost Fair Value
__________________________________ ____ __________
Corporate common stocks (continued):
Peregrine Systems, Inc. 4,390 5,055
Resmed, Inc. 3,124 3,902
Rowan Companies, Inc. 14,726 3,950
Stein Mart, Inc. 26,502 15,917
TSI International Software Ltd. 2,382 4,692
Veritas Software Corporation 3,030 4,495
Xomed Surgical Products 1,933 1,952
Participant loans (bearing interest at
rates ranging between 7 percent and
11 percent) 1,698,578 1,698,578
___________
$48,016,715
===========
*Managed by the recordkeeper, a party-in-interest (Note 4).
</TABLE>
The preceding notes are an integral part of this schedule.
<PAGE 12>
SCHEDULE II
<TABLE>
<CAPTION>
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C>
A series of transactions Detail of
in excess of 5% of beginning Acquisitions Detail of Dispositions
plan assets _____________ _________________________
Cost Cost Proceeds Gain
____________________________ ____________ ____ _________ ____
Diversified Stable Five Fund
-- Pooled Account of the AUSA
Life Insurance Company, Inc $1,212,587 $1,588,821 $1,588,821 $ -
Diversified Balanced Fund* 1,131,781 1,469,572 1,774,734 305,162
Diversified Stock Index Fund* 1,582,402 772,190 965,311 193,121
Diversified Equity Value Fund* 1,357,767 2,607,299 3,223,355 616,056
Diversified Special Equity Fund* 1,494,834 1,226,661 1,387,807 161,146
Employer Common Stock 3,169,925 418,391 876,719 458,328
*Managed by the recordkeeper, a party-in-interest (Note 4).
The preceding notes are an integral part of this schedule.
</TABLE>
<PAGE 13>
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
By: BROWN & BROWN, INC.
By: /S/ JAMES L. OLIVIER
____________________________
James L. Olivier
Vice President
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference of our report, dated May 10, 1999, 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 16, 1999
