UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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:
BROWN & 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
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
CONTENTS
Page
____
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF
DECEMBER 31, 1999 AND 1998 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 3
NOTES TO FINANCIAL STATEMENTS 4
SUPPLEMENTAL SCHEDULE:
SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF
DECEMBER 31, 1999 9
SIGNATURE 12
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 13
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Trustees of the Brown & Brown, Inc.
Employees' Savings Plan and Trust:
We have audited the accompanying statements of net assets
available for benefits of the Brown & Brown, Inc. Employees'
Savings Plan and Trust (formerly Poe & Brown, Inc. Employees'
Savings Plan and Trust) as of December 31, 1999 and 1998, and the
related statement of changes in net assets available for benefits
for the year ended December 31, 1999. These financial statements
and the supplemental schedule referred to below are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and
supplemental schedule based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. 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, 1999 and 1998, and the
changes in net assets available for benefits for the year ended
December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedule of assets held for investment is presented for the
purpose of additional analysis and is not a required part of the
basic financial statements but is 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 supplemental schedule has been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated,
in all material respects, in relation to the basic financial
statements taken as a whole.
/S/ ARTHUR ANDERSEN LLP
Tampa, Florida,
May 26, 2000
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
_____________________________________________________
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
_______________________________________________
AS OF DECEMBER 31, 1999 AND 1998
________________________________
1999 1998
____ ____
CASH $ 137,244 $ 33,066
INVESTMENTS (Notes 2, 3 and 4):
Participant directed, at fair value-
Money market fund 608,488 335,554
Common/collective trust funds 36,752,693 30,001,276
Employer common stock 12,139,034 10,712,730
Participant loans 1,675,674 1,698,578
Participant directed, at contract value-
Pooled separate account 5,570,092 4,900,519
Self-directed investments, at fair value-
Personal choice retirement account 571,211 368,058
___________ ___________
Total investments 57,317,192 48,016,715
___________ ___________
EMPLOYER CONTRIBUTIONS RECEIVABLE 1,029,914 893,785
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $58,484,350 $48,943,566
=========== ===========
The accompanying notes are an integral part of these statements.
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
_____________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
_________________________________________________________
FOR THE YEAR ENDED DECEMBER 31, 1999
____________________________________
ADDITIONS:
Interest and dividends $ 442,740
Dividends on employer common stock 147,345
Net realized and unrealized appreciation in fair value of
investments 6,604,557
Participant contributions 4,593,992
Employer contributions 2,324,843
___________
Total additions 14,113,477
___________
DEDUCTIONS:
Benefits paid to participants 4,562,342
Administrative expenses 10,351
___________
Total deductions 4,572,693
___________
NET INCREASE 9,540,784
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 48,943,566
___________
NET ASSETS AVAILABLE FOR BENEFITS, end of year $58,484,350
===========
The accompanying notes are an integral part of this statement.
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN & TRUST
NOTES TO FINANICAL STATMEMENTS
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION
________________
GENERAL
The Brown & Brown, Inc. Employees' Savings Plan and Trust
(formerly 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. 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
(ERISA).
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.
ADMINISTRATIVE EXPENSES
All investment-related expenses for the years ended December 31,
1999 and 1998, were charged against plan earnings.
Substantially all other expenses were paid by the Employer.
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 the year ended
December 31,1999, 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
accounting principles generally accepted in the United States
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 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 accounting
principles generally accepted in the United States.
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 New York Stock Exchange.
DIVERSIFIED STABLE FIVE FUND -- As of December 31, 1999 and 1998,
the contract value of this fund approximated its fair value.
CHARLES SCHWAB & CO. PERSONAL CHOICE RETIREMENT ACCOUNT (see Note
3) -- As of December 31, 1999 and 1998, 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, 1999 and 1998, are summarized as follows:
1999 1998
____ ____
Employer common stock $12,139,034 $10,712,730
Diversified Stable Five Fund 5,570,092 4,900,519
Diversified Balanced Fund 7,796,604 7,377,078
Diversified Stock Index Fund 6,398,977 4,721,443
Diversified Equity Value Fund 7,245,445 8,810,225
Diversified Special Equity Fund 5,318,499 5,031,815
During the year ended December 31, 1999, the Plan's investments
appreciated in fair value as follows:
Amount
______
Common/collective trust funds $6,369,094
Personal choice retirement account:
Mutual funds 30,497
Common stock 204,966
__________
Total realized/unrealized appreciation in
value of investments $6,604,557
==========
NEW ACCOUNTING PRONOUNCEMENT
The Accounting Standards Executive Committee issued Statement of
Position 99-3, "Accounting For and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" (SOP
99-3), which eliminates the requirement for a defined
contribution plan to disclose participant-directed investment
options. SOP 99-3 was adopted for the 1999 financial statements,
and, as such, the 1998 financial statements have been
reclassified to eliminate the participant-directed investment
option disclosures.
3. INVESTMENT PROGRAMS
____________________
FUND OPTIONS
As of December 31, 1999 and 1998, contributions to the Plan are
invested in one or more of 17 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; (11) Employer Common Stock; (12) Diversified Money
Market Fund; (13) Diversified Quality Bond Fund; (14) Diversified
High Yield Bond Fund; (15) Diversified Intermediate Horizon Fund;
(16) Diversified Equity Growth Fund; and (17) Diversified Growth
and Income 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, 1999 and 1998, one investment is
aggregated for presentation purposes. The Diversified Quality
Bond Fund, Diversified High Yield Bond Fund, Diversified
Government/Corporate Bond Fund, Diversified Short Horizon Fund,
Diversified Intermediate Horizon Fund, Diversified
Intermediate/Long Horizon Fund, Diversified Balanced Fund,
Diversified Stock Index Fund, Diversified Aggressive Equity Fund,
Diversified Equity Growth Fund, Diversified Growth and Income
Fund, Diversified Equity Value Fund, Diversified Special Equity
Fund and Diversified International Equity Fund are aggregated
into the Common/Collective Trust Funds in the accompanying
statements of net assets available for benefits. The remaining
options are shown individually in the accompanying statements of
net assets available for benefits. The Charles Schwab & Co.
Personal Choice Retirement Account is presented as self-directed
investments in the accompanying statements of net assets
available for benefits.
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, 1999 and 1998, was 6.15
percent and 7.00 percent, respectively. The average yield for
this Diversified account for the years ended December 31, 1999
and 1998, was 6.90 percent and 6.10 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 or her 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 5 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 SCHEDULE
_____________________
The following supplemental schedule of assets held for investment
is included as a required schedule under ERISA.
SCHEDULE I
Page 1 of 3
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
_____________________________________________________
SCHEDULE OF ASSETS HELD FOR INVESTMENT
______________________________________
AS OF DECEMBER 31, 1999
_______________________
Identity and Description of Issues Fair Value
__________________________________ __________
Participant directed:
Money market-
Diversified Money Market Fund* $ 608,488
_____________
Common/collective trusts-
Diversified Equity Growth Fund* 2,025,578
Diversified Short Horizon Fund* 1,780
Diversified Government/Corporate Bond Fund* 498,074
Diversified Balanced Fund* 7,796,604
Diversified Growth and Income Fund* 2,464,943
Diversified Stock Index Fund* 6,398,977
Diversified Aggressive Equity Fund* 2,327,145
Diversified Equity Value Fund* 7,245,445
Diversified Quality Bond Fund* 340,020
Diversified High Yield Bond Fund* 268,937
Diversified Special Equity Fund* 5,318,499
Diversified International Equity Fund* 1,951,372
Diversified Intermediate Horizon Fund* 43,900
Diversified Intermediate/Long Horizon Fund* 71,419
______________
Total common/collective trusts 36,752,693
______________
Employer common stock 12,139,034
______________
Participant loans (bearing interest at rates
ranging between 7 percent and 11 percent) 1,675,674
______________
Pooled separate account-
Diversified Stable Five Fund - Pooled Account of
the AUSA Life Insurance Company, Inc.* 5,570,092
______________
Self-directed:
Personal choice retirement account-
Money market fund-
Schwab Money Market Fund 45,615
Mutual funds-
Janus Worldwide Fund 6,633
Monument Internet Fund 2,241
Vanguard Primecap Fund 7,618
SCHEDULE I
Page 2 of 3
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
_____________________________________________________
SCHEDULE OF ASSETS HELD FOR INVESTMENT
______________________________________
AS OF DECEMBER 31, 1999
_______________________
Identity and Description of Issues Fair Value
__________________________________ ___________
Personal choice retirement account (continued)-
Corporate common stocks-
AT&T Corporation 970
Adaptec Inc. 3,491
Adobe Systems, Inc. 6,725
Amazon Com Inc. 7,613
America Online Inc. Del 39,227
American International Group, Inc. 15,217
Applied Micro Circuits 12,725
Ask Jeeves, Inc. 11,294
Atmel Corporation 5,321
Calif Amplifier Inc. 5,657
Check Pt. Software Tech 6,956
Cisco Systems, Inc. 21,961
Compaq Computer Corporation 6,800
Comverse Technology 7,238
Dell Computer Corporation 21,573
Echostar Communication Cp Cl 7,800
Gemstar International Group Ltd. 17,955
General Electric Company 3,095
Harris Corporation 109
Intel Corporate 1,318
International Business Machines 432
Iomega Corporation 1,501
Jds Uniphase Corporation 18,067
Lam Research Corporation 4,463
Lanier Worldwide Inc. 16
Medimmune, Inc. 11,611
Merck and Company Inc. 14,260
Mercury Interactive Corporation 5,937
Microsoft Corporation 35,025
Nabors Industries, Inc. 6,188
Network Appliances, Inc. 22,925
Nextel Communications 4,125
Nokia Corporation Sponsor Adr 6,687
PMC Sierra Inc. 11,222
Pfizer 9,788
Photon Dynamics Inc. 7,556
SCHEDULE I
Page 3 of 3
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
_____________________________________________________
SCHEDULE OF ASSETS HELD FOR INVESTMENT
______________________________________
AS OF DECEMBER 31, 1999
_______________________
Identity and Description of Issues Fair Value
__________________________________ __________
Personal choice retirement account (continued)-
Corporate common stocks (continued)-
Power Integrations Inc. 6,903
Powerwave Tech Inc. 3,503
QLT Phototherapeutics 4,700
Qlogic Corporation 9,593
Qualcomm Inc. 21,135
RF Micro Devices, Inc. 15,056
Rowand Companies 8,675
Sprint Corporation 16,897
Sprint PCS Group 2,050
Sun Microsystems, Inc. 15,177
Transwitch Corporation 5,079
Verisign, Inc. 21,385
Wal-Mart Stores, Inc. 6,919
Worldcom, Inc. 3,183
Xilinx, Inc. 6,001
Total personal choice retirement account 571,211
___________
Total investments $57,317,192
===========
*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.
BROWN & BROWN, INC.
EMPLOYEES' SAVINGS PLAN AND TRUST
By: BROWN & BROWN, INC.
/S/ THOMAS M. DONEGAN, JR.
By:________________________________
Thomas M. Donegan, Jr.
Vice President
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference of our report, dated May 26, 2000,
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, 2000
