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, 1997
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:
Poe & Brown, Inc.
220 South Ridgewood Avenue
Daytona Beach, Florida 32115
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:
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 1997 AND 1996 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED
DECEMBER 31, 1997 3
NOTES TO FINANCIAL STATEMENTS 4
SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF
DECEMBER 31, 1997 10
SCHEDULE II: SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1997 12
SIGNATURE 13
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 14
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, 1997 and 1996, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1997.
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, 1997 and 1996, and the changes in its net assets available
for benefits for the year ended December 31, 1997, 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,
June 12, 1998
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
CASH $ 6,806 $ 194,340
INVESTMENTS (Notes 2 and 3):
At fair value-
SEI Balanced Fund - 5,810,917
SEI Bond Index Fund - 103,014
SEI Capital Appreciation Fund - 7,766,467
SEI Core International Equity Fund - 784,269
SEI S&P 500 Index Fund - 1,773,025
SEI Small Cap Growth Fund - 3,236,914
SEI Prime Obligation Fund - 9,004
Government/Corporate Bond Fund 222,869 -
Balanced Funds 7,211,982 -
Stock Index Fund 3,139,724 -
Equity Funds 9,835,213 -
Special Equity Fund 4,839,617 -
International Funds 1,067,253 -
Employer Common Stock 7,217,252 4,108,587
Participant loans 1,455,199 1,595,998
Self-directed Investments 138,891 -
____________ __________
35,128,000 25,188,195
At contract value-
Stable Five Fund 5,276,753 -
SEI Stable Asset Fund - 4,631,820
Total investments 40,404,753 29,820,015
EMPLOYER CONTRIBUTIONS RECEIVABLE 776,298 645,569
PARTICIPANT CONTRIBUTIONS RECEIVABLE - 70,976
____________ ___________
Total assets 41,187,857 30,730,900
ACCOUNTS PAYABLE - 194,340
_____________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $41,187,857 $30,536,560
============= ============
The accompanying notes are an integral part of these statements.
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, 1997
Government
Corporate Stock Special Interna-
SEI Bond Balanced Index Equity Equity tional
Funds Fund Funds Fund Funds Fund Funds
DITIONS:
Interest and
dividends $119,995 $ - $ - $ - $ - $ - $ -
Dividends on
Employer
Common Stock - - - - - - -
Net realized
and unrealized
(depreciation)
appreciation
in fair
value of
investments (261,708) 13,146 1,099,702 635,728 1,657,234 1,050,972 56,034
Participant
contributions - 69,874 607,448 404,393 764,806 758,332 169,191
Employer
contributions - 18,405 286,655 161,939 366,434 342,773 75,818
________ _______ _________ ________ _________ _________ _______
Total addi-
tions (141,713) 101,425 1,993,805 1,202,060 2,788,474 2,152,077 301,043
__________ _______ _________ _________ _________ _________ _______
DEDUCTIONS:
Benefits
paid to
parti-
cipants - 5,404 281,801 53,112 352,148 476,778 110,212
Admini-
strative
expenses - 519 24,764 9,538 31,005 15,266 3,678
__________ ________ ________ ________ ________ _______ _______
Total
deductions - 5,923 306,565 62,650 383,153 492,044 113,890
_________ _________ ________ ________ ________ _______ ________
NET ASSETS
TRANSFERRED
BETWEEN
INVESTMENT
FUNDS (23,973,717) 127,367 5,524,742 2,000,314 7,429,892 3,179,584 880,100
___________ ________ _________ _________ __________ _________ ________
NET (DECREASE)
INCREASE (24,115,430) 222,869 7,211,982 3,139,724 9,835,213 4,839,617 1,067,253
NET ASSETS
AVAILABLE FOR
BENEFITS,
beginning of
year 24,115,430 - - - - - -
___________ ________ __________ _________ ________ __________ ______
NET ASSETS
AVAILABLE FOR
BENEFITS,
end of
year $ - $222,869 $7,211,982 $3,139,724 $9,835,213 $4,839,617 $1,067,253
======= ======== ========== ========== ========== ========== ==========
(TABLE COLUMNS FOR THE TABLE ABOVE ARE CONTINUED BELOW FOR EDGAR
PURPOSES ONLY - THESE COLUMNS CONTINUE ACROSS THE PAGE ON HARD COPY)
Stable Employer Self-
Five Common Participant Directed
Fund Stock Loans Investments Other Total
ADDITIONS:
Interest and
dividends $334,918 $ - $ 108,878 $ - $ - $563,791
Dividends on
Employer
Common Stock - 83,357 - - - 83,357
Net realized
and unrealized
(depreciation)
appreciation in
fair value of
investments - 2,858,625 - 14,242 - 7,123,975
Participant
contributions 408,818 332,793 - - (70,975) 3,444,680
Employer
contributions 226,080 203,567 - - 137,534 1,819,205
_________ __________ ________ _______ ________ __________
Total additions 969,816 3,478,342 108,878 14,242 66,559 13,035,008
_________ __________ ________ _______ ________ _________
DEDUCTIONS:
Benefits paid to
participants 741,794 148,585 125,325 - - 2,295,159
Administrative
expenses 3,398 384 - - - 88,552
_________ __________ ________ _______ ________ __________
Total
deductions 745,192 148,969 125,325 - - 2,383,711
_________ __________ _________ ________ ________ __________
NET ASSETS
TRANSFERRED
BETWEEN
INVESTMENT
FUNDS 5,052,129 (220,708) (124,352) 124,649 - -
_________ __________ _________ ________ ________ _________
NET
(DECREASE)
INCREASE 5,276,753 3,108,665 (140,799) 138,891 66,559 10,651,297
NET ASSETS
AVAILABLE
FOR BENEFITS,
beginning of
year - 4,108,587 1,595,998 - 716,545 30,536,560
___________ _________ _________ _______ ________ __________
NET ASSETS
AVAILABLE
FOR BENEFITS,
end of year $5,276,753 $7,217,252 $1,455,199 $138,891 $783,104 $41,187,857
=========== ========== ========== ======== ======== ===========
The accompanying notes are an integral part of this statement.
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
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 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.
Plan Amendment
Effective January 1, 1997, the Board of Directors (Board) appointed
Diversified Investment Advisors, Inc. (Diversified) as the recordkeeper of
the Plan, and appointed Investors Bank and Trust Company of Boston,
Massachusetts (Trustee), as Trustee of the Plan. In connection with the
changes, new funds were offered to the participants and the plan document
was amended and restated, effective January 1, 1997.
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 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.
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, 1997 and 1996,
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:
Years of Vested
Credited Service Interest
__________________ __________
1 20%
2 40%
3 60%
4 80%
5 or more 100%
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.
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, 1997 and 1996, the
contract value of the SEI Stable Asset Fund approximated its fair value.
Charles Schwab & Co. Personal Choice Retirement Account -- As of December 31,
1997, the fair value of the participant's account is 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, 1997 and 1996,
are summarized as follows:
1997 1996
SEI Balanced Fund $ - $5,810,917
SEI Capital Appreciation Fund - 7,766,467
SEI S&P 500 Index Fund - 1,773,025
SEI Small Cap Growth Fund - 3,236,914
SEI Stable Asset Fund - 4,631,820
Employer Common Stock 7,217,252 4,108,587
Diversified Stable Five Fund 5,276,753 -
Diversified Balanced Fund 7,211,963 -
Diversified Stock Index Fund 3,139,724 -
Diversified Equity Value Fund 9,720,988 -
Diversified Special Equity Fund 4,839,617 -
Reclassifications
Certain reclassifications have been made to the 1996 financial statements to
conform to the 1997 presentation.
3. INVESTMENT PROGRAMS:
Fund Options
As of December 31, 1996, contributions to the Plan are invested in one or more
of eight separate investment fund options at the direction of each
participant. The fund options at December 31, 1996, were (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.
The balances in these funds were all transferred into the new investment
fund options (discussed below) on January 3, 1997. The activity in these
investments for the year ended December 31, 1997, is shown in the aggregate
in the SEI Funds column on the accompanying statement of changes in net
assets available for benefits.
Effective January 1, 1997, and as of December 31, 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 International/Long
Horizon Fund and (11) Employer Common Stock. 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 statement of net assets available for benefits and
statement of changes in net assets available for benefits for the year
ended December 31, 1997, several investments are aggregated for
presentation purposes. 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 International/Long Horizon Fund are aggregated into the
International Funds. The Charles Schwab & Co. Personal Choice Retirement
Account is presented as Self-directed Investments in the accompanying
statement 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 statement 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.
Diversified Stable Five Fund
Diversified manages a guaranteed pooled separate account of AUSA Life
Insurance Company called the Stable Five Fund. The Plan's contract became
effective for a twelve-month period beginning January 1, 1997. 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 year ended
December 31, 1997, is 7 percent. The average yield for this Diversified
account was 6.52 percent.
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.
SCHEDULE I
Page 1 of 2
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1997
Identity and Description of Issues Cost Fair Value
_______________________________________________ ___________ __________
Money Market Fund:
Schwab Money Market Fund $ 3,598 $ 3,598
Mutual Funds:
Invesco Strat Health Fund 5,784 5,094
Janus Worldwide Fund 14,831 14,366
Oakmark Fund - Harris 6,368 6,636
Schwab S&P 500 Investment Shares 3,030 3,536
Pooled Separate Account:
Diversified Stable Five Fund - Pooled Account of the
AUSA Life Insurance Company, Inc.* 5,276,753 5,276,753
Common/Collective Trusts:
Diversified Short Horizon Fund* 19 19
Diversified Government/Corporate Bond Fund* 211,812 222,869
Diversified Balanced Fund* 6,197,432 7,211,963
Diversified Stock Index Fund* 2,529,715 3,139,724
Diversified Aggressive Equity Fund* 129,126 114,225
Diversified Equity Value Fund* 8,165,897 9,720,988
Diversified Special Equity Fund* 3,909,821 4,839,617
Diversified International Equity Fund* 1,021,336 1,059,352
Diversified International/Long Horizon Fund* 7,085 7,901
Corporate Common Stocks:
Employer Common Stock 3,264,918 7,217,252
Intel Corporation 15,122 14,050
American International Group, Inc. 6,671 8,172
Chrysler Corporation 16,444 17,594
Compaq Computer Corporation 5,155 7,063
International Business Machines 1,574 1,779
Microsoft Corporation 4,836 6,463
Rowan Companies, Inc. 14,726 12,200
Stein Mart, Inc. 8,443 8,186
Three Com Corporation 1,574 1,045
Interest in Registered Investment Companies:
Invesco Strat Financial 5,722 5,839
Janus Overseas Fund 7,748 7,419
Oakmark Select Fund 5,058 6,139
Scudder Growth & Income 5,420 5,415
Vanguard Primecap Fund 4,428 4,297
Participant loans (bearing interest at rates
ranging between 7 percent and 11.5 percent) 1,455,199 1,455,199
__________
$40,404,753
*Managed by the recordkeeper, a party-in-interest (Note 4).
The preceding notes are an integral part of this schedule.
SCHEDULE II
POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Detail of
A series of transactions Acquisitions Detail of Dispositions
in excess of 5% of beginning ____________ ________________________________
plan assets Cost Cost Proceeds Gain/Loss
___________________________ ____________ ________ _________ _________
SEI Balanced Fund* $ 47,630 $5,982,007 $5,783,328 $(198,679)
SEI Capital Appreciation Fund* 31,910 8,436,251 7,701,025 (735,226)
SEI S&P 500 Index Fund* 8,117 1,630,845 1,765,609 134,764
SEI Small Cap Growth Fund* - 3,457,128 3,177,903 (279,225)
SEI Prime Obligation Fund* 19,309,084 19,318,088 19,318,088 -
SEI Stable Asset Fund* 25,905 4,657,725 4,657,725 -
Diversified Stable Five
Fund - Pooled Account of
the AUSA Life Insurance
Company, Inc.* 6,459,795 1,183,042 1,183,042 -
Diversified Balanced Fund* 7,108,784 911,352 996,516 85,164
Diversified Stock Index Fund* 2,719,747 190,032 215,751 25,719
Diversified Equity Value Fund* 9,104,460 938,563 1,055,595 117,032
Diversified Special Equity Fund*4,740,023 830,602 951,778 121,176
A single transaction in excess
of 5% of beginning plan assets
_________________________________
SEI Balanced Fund* - 5,934,376 5,734,709 (199,667)
SEI Capital Appreciation Fund* - 8,404,341 7,699,116 (705,225)
SEI S&P 500 Index Fund* - 1,622,727 1,757,242 134,515
SEI Small Cap Growth Fund* - 3,457,128 3,177,913 (279,215)
SEI Prime Obligation Fund* 19,212,265 19,221,730 19,221,730 -
SEI Stable Asset Fund* - 4,631,820 4,631,820 -
Diversified Stable Five Fund
- Pooled Account of
the AUSA Life Insurance
Company, Inc.* 4,656,127 - - -
Diversified Balanced Fund* 5,784,124 - - -
Diversified Stock Index Fund* 1,765,840 - - -
Diversified Equity Value Fund* 7,703,288 - - -
Diversified Special Equity Fund* 3,178,918 - - -
*Managed by the recordkeeper, a party-in-interest (Note 4).
The preceding notes are an integral part of this schedule.
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: POE & BROWN, INC.
By: /S/ JAMES L. OLIVIER
_______________________________
James L. Olivier
Vice President
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 23, 1998
