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BROWN & BROWN, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1999
PART I
ITEM 1. BUSINESS
GENERAL
Brown & Brown, Inc. (the "Company") is a general insurance
agency headquartered in Daytona Beach and Tampa, Florida that
resulted from an April 28, 1993 business combination involving
Poe & Associates, Inc. ("Poe") and Brown & Brown, Inc. ("Brown").
Poe was incorporated in 1958 and Brown commenced business in
1939. The name of the Company following the 1993 combination
was Poe & Brown, Inc. and was changed to Brown & Brown, Inc. in
1999.
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 Company's Service Division, which offers
administration and benefit consulting services primarily in the
workers' compensation and employee benefit markets. The amount
of the Company's income from commissions and fees is a function
of, among other factors, continued new business production,
retention of existing customers, acquisitions, and fluctuations
in insurance premium rates and insurable exposure units.
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 this softness in rates on the Company's revenues has
been somewhat offset by the Company's acquisitions and new
business production. The Company cannot predict the timing or
extent of premium pricing changes as a result of market
fluctuations or their effect on the Company's operations in the
future.
The Company's activities are conducted in 20 locations
throughout Florida, three locations each in Arizona and New
Mexico and in eight additional locations in California, Georgia,
Indiana, New Jersey, Nevada, Ohio, Pennsylvania and Texas.
Because the Company's business is concentrated in Florida, the
occurrence of adverse economic conditions or an adverse
regulatory climate in Florida could have a materially adverse
effect on its business, although the Company has not encountered
such conditions in the past.
The Company's business is divided into four divisions: (i)
the Retail Division; (ii) the National Programs Division; (iii)
the Service Division; and (iv) the Brokerage Division. The
Retail Division is composed of Company employees who market and
sell a broad range of insurance products to insureds. The
National Programs Division works with underwriters to develop
proprietary insurance programs for specific niche markets. These
programs are marketed and sold primarily through independent
agencies and agents across 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
markets. The Brokerage Division markets and sells excess and
surplus commercial insurance, as well as certain niche programs,
primarily through 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, 1999 (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:
1997 % 1998 % 1999 %
________ _____ ________ _____ ________ _____
Retail Division(1) $ 88,141 63.8% $103,516 66.5% $121,383 70.4%
National Programs Division 24,845 18.0 25,043 16.1 21,983 12.7
Service Division 12,150 8.8 13,818 8.9 14,716 8.5
Brokerage Division 12,976 9.4 13,200 8.5 14,464 8.4
________ _____ ________ _____ ________ _____
Total $138,112 100% $155,577 100% $172,546 100%
======== ===== ======== ===== ======== =====
(1) Numbers and percentages for 1997 and 1998 have been restated
to give effect to the Company's acquisition of the
outstanding stock of the Daniel-James Insurance Agency in
1998, and the 1999 acquisition of the outstanding stock of
each of Ampher Insurance, Ross Insurance of Florida, and
Signature Insurance Group, as well as the outstanding
partnership interests of C,S & D Partnership.
RETAIL DIVISION
The Company's Retail Division operates in eleven states and
employs approximately 950 persons. The Company's retail
insurance agency business consists primarily of selling and
marketing property and casualty insurance coverages to
commercial, professional and, to a limited extent, individual
customers. The categories of insurance principally sold by the
Company are: CASUALTY insurance relating to legal liabilities,
workers' compensation, commercial and private passenger
automobile coverages, and fidelity and surety insurance; and
PROPERTY insurance against physical damage to property and
resultant interruption of business or extra expense caused by
fire, windstorm or other perils. The Company also sells and
services all forms of group and individual life, accident,
health, hospitalization, medical and dental insurance programs.
Each category of insurance is serviced by insurance specialists
employed by the Company.
No material part of the Company's retail business depends
upon a single customer or a few customers. During 1999, fees and
commissions received from the Company's largest single Retail
Division customer represented less than one percent of the Retail
Division's total commission and fee revenues.
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.
NATIONAL PROGRAMS DIVISION
The Company's National Programs Division tailors insurance
products 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 a professional
association or trade group. Programs are marketed and sold
primarily through a national network of independent agencies that
solicit customers through advertisements in association
publications, direct mailings and personal contact. The Company
also markets a variety of these products through certain of its
retail offices. Under agency agreements with the insurance
companies that underwrite these programs, the Company often has
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, including interviews with members of various
professional and trade groups to which the Company does not
presently offer insurance products, to assess the coverage needs
of such professional associations 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 some instances, a professional or
trade association from which endorsement of the program is
sought. 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.
PROFESSIONAL GROUPS. The professional groups serviced by
the National Programs Division include dentists, lawyers,
physicians, optometrists and opticians, architects and engineers.
Set forth below is a brief description of the programs offered to
these major professional groups.
- DENTISTS: The largest program marketed by the National
Programs Division is a package insurance policy known as the
Professional Protector Plan(R), which provides comprehensive
coverage for dentists, including practice protection and
professional liability. This program, initiated in 1969, is
endorsed by a number of state and local dental societies, and is
offered nationally. The Company believes that this program
presently insures approximately 22% 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 is
presently offered in 35 states, the District of Columbia and
Puerto Rico.
- 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, initiated in 1980, is currently offered in
nine states.
- 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 optometrists and opticians in all 50 states,
the District of Columbia and Puerto Rico. The Company believes
that this program presently insures approximately 25% of the
eligible optometrists within the Company's marketing territories.
- ARCHITECTS AND ENGINEERS: The Architects & Engineers
Protector Plan(R) provides professional liability coverage for
landscape architects in all 50 states. The program also provides
coverage to other classes of architects and engineers in seven
states.
COMMERCIAL GROUPS. The commercial groups serviced by the
National Programs Division include a number of targeted
commercial industries and trade groups. Among the commercial
programs are the following:
- TOWING OPERATORS PROTECTOR PLAN.(R) Introduced in 1992, this
program provides specialized insurance products to towing and
recovery industry operators in 48 states.
- AUTOMOBILE DEALERS PROTECTOR PLAN.(R) This program insures
independent automobile dealers and is currently offered in 48
states. It originated in Florida over 25 years ago through a
program still endorsed by the Florida Independent Auto Dealers
Association.
- MANUFACTURERS PROTECTOR PLAN.(R) Introduced in 1997, this
program provides specialized coverages for manufacturers, with an
emphasis on selected niche markets.
- WHOLESALERS & DISTRIBUTORS PREFERRED PROGRAM.(R) Introduced in
1997, this program provides stabilized property and casualty
protection for businesses principally engaged in the wholesale-
distribution industry. This program replaced the Company's prior
wholesaler-distributor program, which was terminated in 1997 when
the Company severed its relationship with the National
Association of Wholesaler-Distributors.
- RAILROAD PROTECTOR PLAN.(R) Also introduced in 1997, this
program is designed for contractors, manufacturers and other
entities that service the needs of the railroad industry.
- AUTOMOBILE TRANSPORTERS PROTECTOR PLAN.(R) Introduced in 1996,
this program is designed for automobile transporters engaged in
the transport of vehicles for automobile auctions, automobile
leasing concerns, and automobile and truck dealerships. It is
currently offered in all 50 states.
- RECYCLER'S COMPREHENSIVE PROTECTOR PLAN.SM This program,
introduced in 1998, provides specialized property, liability,
workers' compensation and pollution coverages for the recycling
industry. The program is currently offered in 48 states.
- ENVIRONMENTAL PROTECTOR PLAN. This program was introduced
in 1998 and is currently offered in 36 states. It provides a
variety of specialized environmental coverages, with an emphasis
on local Mosquito Control and Water Control Districts.
- FOOD PROCESSORS PREFERRED PROGRAM. This program, introduced
in 1998, provides property and casualty insurance protection for
businesses involved in the handling and processing of various
foods.
- AUCTION INSURANCE PROTECTOR PLAN. Also introduced in 1998,
this program is designed to meet the property and casualty
insurance needs of the wholesale automobile auction industry.
SERVICE DIVISION
The Service Division consists of two separate components:
(i) insurance and related services as a third-party administrator
("TPA") and consultant 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 and
consulting related to 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 2,400 employers representing more than
$3.2 billion of employee payroll. The Company's largest workers'
compensation contract represents approximately 62% of the
Company's workers' compensation TPA revenues, or approximately
2.8% of the Company's total commission and fee revenues.
BROKERAGE DIVISION
The Brokerage Division markets excess and surplus lines and
specialty niche insurance products to the Company's Retail
Division, as well as to other retail agencies throughout Florida
and the southeastern United States. 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 Company has a 75% ownership interest in Florida
Intracoastal Underwriters, Limited Company ("FIU") of Miami
Lakes, Florida. FIU is a managing general agency that
specializes in providing insurance coverages for coastal and
inland high-value condominiums and apartments. FIU has developed
a unique reinsurance facility to support the underwriting
activities associated with these risks. In 1999, the Company
established Champion Underwriters, a separate business division
based in Ft. Lauderdale, Florida, specializing in the marketing
and selling of excess and surplus commercial insurance. In
January of 2000, the Company formed Peachtree Special Risk
Brokers, an excess and surplus lines property insurance
subsidiary headquartered in Atlanta.
EMPLOYEES
At December 31, 1999, the Company had 1,370 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 generally continue for a
period of two or 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.
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
substantially greater resources and market presence 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. In addition, the Internet has
become a source for direct placement of personal lines business.
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.
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.
ITEM 2. PROPERTIES
The Company leases its executive offices, which are located
at 220 South Ridgewood Avenue, Daytona Beach, Florida 32114, and
401 East Jackson Street, Suite 1700, Tampa, Florida 33602. The
Company also leases offices in the following cities: Phoenix,
Arizona; Prescott, Arizona; Tucson, Arizona; Oakland, California;
Brooksville, Florida; Ft. Lauderdale, Florida; Ft. Myers,
Florida; Jacksonville, Florida; Leesburg, Florida; Maitland,
Florida; Melbourne, Florida; Miami, Florida; Miami Lakes,
Florida; Monticello, Florida; Naples, Florida; Orlando,
Florida; Perry, Florida; St. Petersburg, Florida; Sarasota,
Florida; West Palm Beach, Florida; Winter Haven, Florida;
Atlanta, Georgia; Indianapolis, Indiana; Las Vegas, Nevada;
Clark, New Jersey; Albuquerque, New Mexico; Roswell, New Mexico;
Taos, New Mexico; Philadelphia, Pennsylvania; and Houston,
Texas.
The Company's operating leases expire on various dates.
These leases generally contain renewal options and escalation
clauses based on increases in the lessors' operating expenses and
other charges. The Company expects that most leases will be
renewed or replaced upon expiration. See Note 12 of the "Notes
to Consolidated Financial Statements" in the Company's 1999
Annual Report to Shareholders for additional information on the
Company's lease commitments.
At December 31, 1999, the Company owned buildings located in
Ocala, Florida and Perrysburg, Ohio, having aggregate book values
of $724,000 and $479,000, respectively, including improvements.
There is an outstanding mortgage on the Ocala building of
$690,000. There are no outstanding mortgages on the Perrysburg
building.
ITEM 3. LEGAL PROCEEDINGS
On January 19, 2000, a complaint was filed in the Superior
Court of Henry County, Georgia captioned GRESHAM & ASSOCIATES,
INC. VS. ANTHONY T. STRIANESE, ET AL. The complaint names the
Company and certain of its subsidiaries and affiliates, and
certain of their employees, as defendants. The complaint alleges,
among other things, that the Company tortiously interfered with
the contractual relationship between the plaintiff and certain
of its employees. The plaintiff alleges that the Company hired
such persons and actively encouraged them to violate the restrictive
covenants contained in their employment agreements with plaintiff.
The complaint seeks compensatory damages from the Company with
respect to each of the two employees in amounts "not less than
$750,000," and seeks punitive damages for alleged intentional
wrongdoing in an amount "not less than $10,000,000." The
complaint also seeks a declaratory judgment regarding the
enforceability of the restrictive covenants in the
employment agreements and an injunction prohibiting the violation
of those agreements. The Company believes that it has
meritorious defenses to each of the claims asserted by the plaintiff
and is contesting this action vigorously.
The Company is involved in various other pending or
threatened proceedings by or against the Company or one or more
of its subsidiaries that involve routine litigation relating to
insurance risks placed by the Company and other contractual
matters. Management of the Company does not believe that any of
such pending or threatened proceedings will have a materially
adverse effect on the consolidated financial position or future
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the Company's fourth quarter ended December 31, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock
Exchange under the symbol "BRO." The number of shareholders of
record as of March 3, 2000 was 716, and the closing price per
share on that date was $32.94.
The table below sets forth information for each quarter in
the last two fiscal years concerning (i) the high and low sales
prices for the Company's common stock, and (ii) cash dividends
declared per share. The stock prices and dividend rates reflect
the three-for-two stock split effected by the Company on February
27, 1998.
STOCK PRICE RANGE CASH
DIVIDENDS
HIGH - LOW PER SHARE
__________________ _________
1999
First quarter $38.44 $29.31 $0.11
Second quarter 38.00 30.38 0.11
Third quarter 39.44 33.19 0.11
Fourth quarter 40.63 30.75 0.13
1998
First quarter $38.50 $28.75 $0.10
Second quarter 39.38 32.00 0.10
Third quarter 42.50 35.00 0.10
Fourth quarter 39.00 32.63 0.11
ITEM 6. SELECTED FINANCIAL DATA
Information under the caption "Financial Highlights" on the
inside front cover page of the Company's 1999 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on
pages 18-21 of the Company's 1999 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Market risk is the potential loss arising from adverse
changes in market rates and prices, such as interest, foreign
currency exchange rates, and equity prices. The Company is
exposed to market risk through its revolving credit line and some
of its investments; however, such risk is not considered to be
material as of December 31, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Brown & Brown, Inc.
and its subsidiaries, together with the report thereon of Arthur
Andersen LLP appearing on pages 22-38 of the Company's 1999
Annual Report to Shareholders, are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained under the captions "Management" and
"Section 16(a) Beneficial Ownership Reporting Compliance" on
pages 4-6 of the Company's Proxy Statement for its 2000 Annual
Meeting of Shareholders is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information contained under the caption "Executive
Compensation" on pages 7-9 of the Company's Proxy Statement for
its 2000 Annual Meeting of Shareholders is incorporated herein by
reference; provided, however, that the report of the Compensation
Committee on executive compensation, which begins on page 10
thereof, shall not be deemed to be incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information contained under the caption "Security Ownership
of Management and Certain Beneficial Owners" on pages 2-3 of the
Company's Proxy Statement for its 2000 Annual Meeting of
Shareholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information contained under the caption "Executive
Compensation -- Compensation Committee Interlocks and Insider
Participation" on page 9 of the Company's Proxy Statement for its
2000 Annual Meeting of Shareholders is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) The following documents are filed as part of this
report:
1. Consolidated Financial Statements of Brown &
Brown, Inc. (incorporated herein by reference from
pages 22-38 of the Company's 1999 Annual Report to
Shareholders) consisting of:
(a) Consolidated Statements of Income for each
of the three years in the period ended December
31, 1999.
(b) Consolidated Balance Sheets as of December
31, 1999 and 1998.
(c) Consolidated Statements of Shareholders'
Equity for each of the three years in the period
ended December 31, 1999.
(d) Consolidated Statements of Cash Flows for
each of the three years in the period ended
December 31, 1999.
(e) Notes to Consolidated Financial
Statements.
(f) Report of Independent Certified Public
Accountants.
2. Consolidated Financial Statement Schedules. The Consolidated
Financial Statement Schedules are omitted because they are not
applicable, not material, or not required, or because
the required information is included in the
Consolidated Financial Statements or the Notes thereto.
3. EXHIBITS
3a Amended and Restated Articles of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3a to Form 10-Q for the
quarter ended September 30, 1998).
3b Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit
3b to Form 10-K for the year ended December 31,
1996).
4 Revolving Loan Agreement dated November 9,
1994, by and among the Registrant and SunTrust
Bank, Central Florida, N.A., f/k/a SunBank,
National Association (incorporated by reference
to Exhibit 4 to Form 10-K for the year ended
December 31, 1994).
4a Second Amendment to Revolving Loan
Agreement, dated as of October 15, 1998, between
the Registrant and SunTrust Bank, Central
Florida, N.A. (incorporated by reference to
Exhibit 4a to Form 10-K for the year ended
December 31, 1998).
4b Rights Agreement, dated as of July 30,
1999, between the Company and First Union
National Bank, as Rights Agent (incorporated by
reference to Exhibit 4.1 to Form 8-K filed on
August 2, 1999).
10a(1) Lease of the Registrant for office
space at 220 South Ridgewood Avenue, Daytona
Beach, Florida dated August 15, 1987
(incorporated by reference to Exhibit 10a(3) to
Form 10-K for the year ended December 31, 1993).
10a(2) Lease Agreement for office space at
SunTrust Financial Centre, Tampa, Florida, dated
February 1995, between Southeast Financial Center
Associates, as landlord, and the Registrant, as
tenant (incorporated by reference to Exhibit
10a(4) to Form 10-K for the year ended
December 31, 1994).
10b(1) Loan Agreement between Continental
Casualty Company and the Registrant dated August
23, 1991 (incorporated by reference to Exhibit
10d to Form 10-K for the year ended December 31,
1991).
10b(2) Extension to Loan Agreement, dated
August 1, 1998, between the Registrant and
Continental Casualty Company (incorporated by
reference to Exhibit 10c(2) to Form 10-Q for the
quarter ended September 30, 1998).
10c Indemnity Agreement dated January 1, 1979,
among the Registrant, Whiting National
Management, Inc., and Pennsylvania Manufacturers'
Association Insurance Company (incorporated by
reference to Exhibit 10g to Registration
Statement No. 33-58090 on Form S-4).
10d Agency Agreement dated January 1, 1979
among the Registrant, Whiting National
Management, Inc., and Pennsylvania Manufacturers'
Association Insurance Company (incorporated by
reference to Exhibit 10h to Registration
Statement No. 33-58090 on Form S-4).
10e(1) Deferred Compensation Agreement, dated
May 6, 1998, between Brown & Brown, Inc. and
Kenneth E. Hill (incorporated by reference to
Exhibit 10l to Form 10-Q for the quarter ended
September 30, 1998).
10e(2) Letter Agreement, dated May 6, 1998,
between Brown & Brown, Inc. and Kenneth E. Hill
(incorporated by reference to Exhibit 10m to Form
10-Q for the quarter ended September 30, 1998).
10f Employment Agreement, dated as of July 29,
1999, between the Registrant and J. Hyatt Brown
(filed herewith).
10g Portions of Employment Agreement, dated
April 28, 1993 between the Registrant and Jim W.
Henderson (incorporated by reference to Exhibit
10m to Form 10-K for the year ended December 31,
1993).
10h Employment Agreement, dated May 6, 1998
between the Registrant and Kenneth E. Hill
(incorporated by reference to Exhibit 10k to Form
10-Q for the quarter ended September 30, 1998).
10i Registrant's Stock Performance Plan
(incorporated by reference to Exhibit 4 to
Registration Statement No. 333-14925 on Form S-8).
10j Rights Agreement, dated as of July 30,
1999, between the Company and First Union
National Bank, as Rights Agent (incorporated by
reference to Exhibit 4.1 to Form 8-K filed on
August 2, 1999).
11 Statement Re: Computation of Basic and
Diluted Earnings Per Share.
13 Portions of Registrant's 1999 Annual Report
to Shareholders (not deemed "filed" under the
Securities Exchange Act of 1934, except for those
portions specifically incorporated by reference
herein).
22 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
24a Powers of Attorney pursuant to which this
Form 10-K has been signed on behalf of certain
directors and officers of the Registrant.
24b Resolutions of the Registrant's Board of
Directors, certified by the Secretary.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: *
__________________________________
J. Hyatt Brown
CHIEF EXECUTIVE OFFICER
Date: March 15, 2000
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
Signature Title Date
*
______________________ Chairman of the Board, President March 15, 2000
J. Hyatt Brown and Chief Executive Officer
(Principal Executive Officer)
*
_______________________ Director March 15, 2000
Samuel P. Bell, III
*
______________________ Director March 15, 2000
Bradley Currey, Jr.
*
______________________ Director March 15, 2000
Jim W. Henderson
*
______________________ Director March 15, 2000
David H. Hughes
*
______________________ Director March 15, 2000
Theodore J. Hoepner
*
______________________ Director March 15, 2000
Toni Jennings
*
_____________________ Director March 15, 2000
Jan E. Smith
*
_____________________ Vice President, Treasurer and March 15, 2000
Cory T. Walker Chief Financial Officer (Principal
Financial and Accounting Officer)
*By: /S/ LAUREL L. GRAMMIG
______________________________
Laurel L. Grammig
Attorney-in-Fact