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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 3, 2001
BROWN & BROWN, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-7201 59-0864469
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
220 S. RIDGEWOOD AVE., DAYTONA BEACH, FL 32114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 252-9601
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 3, 2001, Brown & Brown, Inc. (the "Company") completed
its acquisition of all of the insurance agency business-related
assets of Riedman Corporation ("Riedman"), headquartered in
Rochester, New York with offices located in 13 states.
Simultaneously with this transaction, Brown & Brown of Wyoming,
Inc. ("Brown & Brown-Wyoming"), a wholly-owned subsidiary of the
Company, acquired all of the insurance agency business-related
assets of Riedman Insurance of Wyoming, Inc. ("Riedman-Wyoming"),
a wholly-owned subsidiary of Riedman based in Cheyenne, Wyoming.
These acquisitions were made pursuant to an asset purchase
agreement among the Company, Riedman, and Riedman's shareholders,
as amended, a purchase agreement between the Company and Andrew Meloni
(which will be filed by amendment to this report),
and a general assignment and bill of sale from Riedman-Wyoming to
Brown & Brown-Wyoming. The aggregate consideration for the assets,
which is payable in cash in three installments by the Company and Brown
& Brown-Wyoming pursuant to these agreements, is equal to
approximately 1.55 times Riedman's revenues for the year 2000
less certain Riedman debt related to its prior acquisitions, which
will be assumed by the Company. The cash consideration paid by the
Company and Brown & Brown-Wyoming at closing was approximately $60,016,572.
The acquired assets were used by the sellers in their insurance
agency business. The Company and Brown & Brown-Wyoming intend to
continue the use of these assets in the insurance agency
<PAGE 2>
business. These acquisitions were recorded using the purchase
method of accounting. A term loan from SunTrust Bank was used
as the source of funds for these acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Financial statements for Riedman (which consolidated financial
statements will include Riedman-Wyoming) are not being filed with
this initial report. Such financial statements shall be filed by
amendment not later than March 19, 2001.
(b) Pro Forma Financial Information.
Pro forma financial information for Riedman (which consolidated
pro forma financial information will include Riedman-Wyoming) is
not being filed with this initial report. Such pro forma
financial information shall be filed, along with the financial
statements referenced in Item 7(a) of this initial report, by
amendment not later than March 19, 2001.
(c) Exhibits.
EXHIBIT DESCRIPTION
10(a) Asset Purchase Agreement, dated September 11, 2000,
among the Company, Riedman Corporation and Riedman
Corporation's shareholders, incorporated by reference
to the Company's Quarterly Report on Form 10-Q dated
November 13, 2000 (File No. 0-7201)
10(b) First Amendment to Asset Purchase Agreement, dated January 3, 2001,
among the Company, Riedman Corporation and Riedman's Corporation's
shareholders
10(c) General Assignment and Bill of Sale, dated January 1, 2001, from
Riedman Insurance of Wyoming, Inc. to Brown & Brown of Wyoming, Inc.
<PAGE 3>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BROWN & BROWN, INC.
(Registrant)
Date: January 18, 2001 /S/ CORY T. WALKER
__________________________________
CORY T. WALKER, VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND
TREASURER
(Signature)
<PAGE 4>
Exhibit Index
Brown & Brown, Inc.
Current Report on Form 8-K
Dated January 3, 2001
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<S> <C>
Exhibit No. Description
___________ ______________
10(a) Asset Purchase Agreement, dated September 11, 2000,
among the Company, Riedman Corporation and Riedman
Corporation's shareholders, incorporated by reference
to the Company's Quarterly Report on Form 10-Q dated
November 13, 2000 (File No. 0-7201)
10(b) First Amendment to Asset Purchase Agreement, dated
January 3, 2001, among the Company, Riedman
Corporation and Riedman's Corporation's shareholders
10(c) General Assignment and Bill of Sale, dated
January 1, 2001, from Riedman Insurance of Wyoming, Inc.
to Brown & Brown of Wyoming, Inc.
</TABLE>
