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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING
                                  (check one)

( ) FORM 10-K   ( ) FORM 20-F    (X) FORM-11K    ( ) FORM 10-Q    ( ) FORM N-SAR
For period Ended:  December 31, 1994

(  ) Transition Report on Form 10-K
(  ) Transition Report on Form 20-F
(  ) Transition Report on Form 11-K
(  ) Transition Report on Form 10-Q
(  ) Transition Report on Form N-SAR

For the Transition Period Ended:

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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:                  Not applicable

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Part 1 -  Registrant Information

                               POE & BROWN, INC.
                           (Full Name of Registrant)

                             Poe & Associates, Inc.
                          (Former Name of Registrant)

       220 S. RIDGEWOOD AVENUE                        DAYTONA BEACH, FL 32114
(Address of Principal Executive Office)              (City, Sales and Zip Code)

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Part II - Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed.  (Check box if appropriate.)

         (a)  The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

         (b)  the subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N- SAR, or portion thereof will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

         (c)  the Accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.

Part III - Narrative

         State below in reasonable detail the reason why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed period.

         The Registrant cannot file Form 11-K on or before its June 29, 1995
filing date (due 180 days after the end of its December 31, 1994 fiscal year
end) in accordance with the provisions of Reg. Sec. 249-311 without
unreasonable effort because:

         (1)  A change in plan administrators on 3/31/95 from CPI Qualified
Plan Consultants, Inc. to Benefit Concepts, Inc. has caused some unexpected
delays in the completion and accumulation of 1994 financial data from the prior
administrator to allow for finalization of the audit report.

Part IV - Other Information

         (1)  Name and telephone number of person to contact in regard to this
notification:
                     Timothy L. Young     (904) 239-5700

         (2)  Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the Registrant was required to file such report(s) been filed?  If the
answer is no, identify report(s).
                                (X)  Yes ( ) No

         (3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earning statements to be included in the subject report or
portion thereof?
                                ( )  Yes (X) No

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         If so, attached an explanation of the anticipated change (see below),
         both narratively and,
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.

                               POE & BROWN, INC.
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:    June 28, 1995                      By: Timothy L. Young
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                                                Timothy L. Young
                                                Vice President, Treasurer
                                                & Chief Financial Officer