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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
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.
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)
Exhibit Index
Brown & Brown, Inc.
Current Report on Form 8-K
Dated January 3, 2001
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.
EXHIBIT 10-B
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this
"Amendment"), dated as of January 3, 2000, is made and entered
into by and among BROWN & BROWN, INC., a Florida corporation
("BUYER"); RIEDMAN CORPORATION, a New York corporation
("SELLER"); and each of the shareholders of Seller listed on the
signature pages hereto (each a "SHAREHOLDER" and collectively the
"SHAREHOLDERS").
WHEREAS, each of Buyer, Seller and the Shareholders are
parties to that certain Asset Purchase Agreement, dated as of
September 11, 2000 (the "PURCHASE AGREEMENT"; capitalized terms
used herein and not otherwise defined shall have the meaning
ascribed to such term in the Purchase Agreement);
WHEREAS, pursuant to the Purchase Agreement, Buyer and
Seller have agreed to Buyer's purchase and Seller's sale of
substantially all of the assets (other than cash, accounts
receivable and other excluded assets described herein) used in
connection with Seller's Business (as more fully described in the
Purchase Agreement, the "ACQUIRED ASSETS");
WHEREAS, certain of the assets that Buyer contemplates
purchasing from Seller under the Purchase Agreement are in fact
owned by Riedman Insurance of Wyoming, Inc., a Wyoming
corporation and wholly-owned subsidiary of Seller ("RIEDMAN
WYOMING"), and Buyer, through its wholly-owned subsidiary, Brown
& Brown of Wyoming, Inc., a Wyoming corporation ("BROWN & BROWN
WYOMING"), wishes to purchase those assets owned by Riedman
Wyoming pursuant to a separate agreement, and the parties wish to
amend the Purchase Agreement accordingly;
WHEREAS, Andrew Meloni, a New York resident and employee of
Seller ("MELONI"), has developed personal goodwill with respect
to certain insurance accounts in connection with Seller's
Business, which personal goodwill constitutes a separate asset
from the Acquired Assets (such accounts are collectively referred
to herein as the "MELONI ACCOUNTS");
WHEREAS, the parties agree that Meloni's person goodwill in
the Meloni Accounts constitutes a separate asset, apart from the
Acquired Assets which Buyer is purchasing from Seller pursuant to
the Purchase Agreement, and which goodwill accordingly Buyer
desires to purchase directly from Meloni by separate agreement,
simultaneously with the Closing of the transactions contemplated
by the Purchase Agreement;
WHEREAS, the parties desire to amend the Purchase Agreement
to revise the Acquired Assets and the Total Purchase Price, as
those terms are defined and used under the Purchase Agreement,
and to make certain ancillary amendments;
NOW THEREFORE, in consideration of the foregoing premises
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. ACQUIRED ASSETS. (a) Section 1.2 of the Purchase
Agreement is amended to insert after the introductory clause "In
this Agreement, the phrase `ACQUIRED ASSETS' means, subject to
SECTION 1.4, all of the assets of Seller described below", the
following language:
(PROVIDED, HOWEVER, that the parties agree that such assets
shall specifically exclude those assets (the "WYOMING
ASSETS") owned by Riedman Insurance of Wyoming, Inc., a
Wyoming corporation and wholly-owned subsidiary of Seller
("RIEDMAN WYOMING"), which assets shall be subject to a
separate purchase agreement (the "WYOMING AGREEMENT")
between Riedman Wyoming, as seller, and Brown & Brown of
Wyoming, Inc., a Wyoming corporation and wholly-owned
subsidiary of Buyer, as buyer):
(b) Section 1.2(b)(ii) of the Purchase Agreement shall
be amended by deleting such clause in its entirety and inserting
in lieu thereof the following:
(ii) the goodwill of the Business, including the
corporate name and the name "RIEDMAN INSURANCE" and all
derivatives thereof, and any other fictitious names and
trade names that are currently in use by Seller (except the
corporate or trade name of "Riedman Corporation," and
"Vision Financial Corporation," a Delaware corporation and
partly-owned subsidiary of Seller), and all telephone
listings, post office boxes, mailing addresses, and
advertising signs and materials; PROVIDED, HOWEVER, that
such goodwill shall expressly exclude any goodwill
associated with those accounts set forth in SCHEDULE
1.2(B)(II) (the "MELONI ACCOUNTS"), which goodwill the
parties agree is the personal property of Andrew Meloni, a
New York resident and employee of Seller;
2. Section 1.5(a) of the Purchase Agreement shall be
amended by deleting clauses (v) and (vi) and in lieu thereof
inserting the following new clauses (v), (vi), (vii) and (viii):
(v) amounts representing remaining payment obligations
pursuant to the Assumed Acquisition Agreements (as set forth
in SCHEDULE 1.2(C)(I)) and Assumed Operating Expenses (as
set forth in SCHEDULE 1.2(C)(II)), whether owed to Seller,
third parties or otherwise, discounted at a rate of 8.5% per
annum; PLUS OR MINUS (as the case may be)
(vi) any Adjustments; MINUS
(vii) the purchase price of the Wyoming Assets, as
set forth in the Wyoming Agreement; and MINUS
(viii) $320,000.00, the value of the goodwill
associated with the Meloni Accounts, which goodwill is expressly
excluded from the Acquired Assets pursuant to SECTION 1.2(B)(II)
hereof and which Buyer shall acquire directly from Meloni by
separate agreement, simultaneously with the Closing of the
transactions contemplated by this Agreement.
3. The Schedules and Exhibits table at the end of the
Purchase Agreement shall be amended by inserting "SCHEDULE
1.2(B)(II) Meloni Accounts" between SCHEDULE 1.1(B)
(Permitted Liens and Encumbrances) and SCHEDULE 1.2(C)(I)
(Assumed Acquisition Agreements).
4. This First Amendment may be executed in two or more counterparts,
each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5. Except as specifically modified hereby, the Agreement
shall remain in full force and effect.
********************
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have signed or caused this
Amendment to be signed by their respective officers thereunto
duly authorized as of the date first written above.
BUYER:
BROWN & BROWN, INC.
By: /S/ J. HYATT BROWN
_________________________________
Name: J. HYATT BROWN
Title: CHAIRMAN, PRESIDENT & CEO
SELLER:
RIEDMAN CORPORATION
By: /S/ JOHN R. RIEDMAN
________________________________
Name: JOHN R. RIEDMAN
Title: CHAIRMAN
SHAREHOLDERS:
/S/ JOHN R. RIEDMAN
__________________________________
John R. Riedman, individually
/S/ JAMES R. RIEDMAN
__________________________________
James R. Riedman, individually
/S/ KATHERINE GRISWOLD
__________________________________
Katherine Griswold, individually
/S/ SUSAN R. HOLLIDAY
__________________________________
Susan Holliday, individually
/S/ DAVID RIEDMAN
__________________________________
David Riedman, individually
/S/ JANET H. RUFF
___________________________________
Janet H. Ruff, individually
/S/ ROBERT H. WAGNER
______________________________________
Robert H. Wagner, as Trustee for the John R.
Riedman Irrevocable Trust for James R. Riedman
/S/ ROBERT H. WAGNER
______________________________________
Robert H. Wagner, as Trustee for the John R.
Riedman Irrevocable Trust for Karen Griswold
/S/ ROBERT H. WAGNER
______________________________________
Robert H. Wagner, as Trustee for the John R.
Riedman Irrevocable Trust for Susan Holliday
/S/ ROBERT H. WAGNER
_______________________________________
Robert H. Wagner, as Trustee for the John R.
Riedman Irrevocable Trust for David Riedman
G:\JHAYES\TOWER\AMND_APA.DOC
EXHIBIT 10-C
GENERAL ASSIGNMENT AND BILL OF SALE
Made this 3rd day of January, 2001, but effective as of
January 1, 2001, from RIEDMAN INSURANCE OF WYOMING, INC., a
Wyoming corporation ("SELLER"), to BROWN & BROWN OF WYOMING,
INC., a Wyoming corporation ("BUYER").
WHEREAS, Seller is a subsidiary of Riedman Corporation, a
New York corporation ("SELLER'S PARENT"), and Buyer is a
subsidiary of Brown & Brown, Inc., a Florida corporation
("BUYER'S PARENT");
WHEREAS, Seller's Parent together with its shareholders and
Buyer's Parent, have entered into an Asset Purchase Agreement,
dated as of September 11, 2000, as amended by First Amendment to
Asset Purchase Agreement of even date herewith (as so amended,
the "PURCHASE AGREEMENT"), pursuant to which Seller's Parent has
agreed to cause Seller to sell, transfer, convey, assign and
deliver to Buyer, and Buyer's Parent has agreed to cause Buyer to
purchase and acquire from Seller, any assets of Seller which are
of the same nature as those owned by Seller and described as the
Acquired Assets in the Purchase Agreement (the "WYOMING ACQUIRED
ASSETS"), and Buyer's Parent has agreed, in partial consideration
therefor, to cause Buyer to assume certain obligations of Seller
in connection therewith by executing an Assumption Agreement of
even date herewith; and
WHEREAS, Seller desires to transfer and assign to Buyer the
Wyoming Acquired Assets, and Buyer desires to accept the sale,
transfer, conveyance, assignment and delivery thereof;
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein and other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged:
1. Except as otherwise provided herein, all capitalized
terms contained and not defined herein (including the recitals
hereto) shall have the respective meanings ascribed to them in
the Purchase Agreement.
2. The purchase price for the Wyoming Acquired Assets
shall be Four Hundred Thirty-Four Thousand Nine Hundred Fifty and
00/100 Dollars ($434,950.00). The purchase price shall be paid
by Buyer to Seller (or Seller's Parent at Seller's direction) in
immediately available funds on the Closing Date at the same time
that the Purchase Price is paid by Buyer's Parent to Seller's
Parent under the Purchase Agreement.
3. Seller hereby irrevocably sells, transfers, conveys,
assigns and delivers to Buyer all of Seller's right, title and
interest in, to and under the Wyoming Acquired Assets, free and
clear of all Liens except for any applicable Permitted Liens and
Encumbrances, to have and to hold the same unto Buyer, its
successors and assigns, forever.
4. Buyer hereby accepts the sale, transfer, conveyance,
assignment and delivery of the Wyoming Acquired Assets.
Notwithstanding anything herein to the contrary, to the extent
that Seller owns or possess any assets which are similar in
nature to those assets of Seller's Parent which are excluded from
the Acquired Assets, as more specifically described in Section
1.4 of the Purchase Agreement, then those assets shall be
specifically excluded from the Wyoming Acquired Assets and shall
be retained by Seller at and following the Closing Date.
5. (a) Seller represents and warrants to Buyer as
follows:
(i) Seller is a corporation organized and in good
standing under the laws of the State of Wyoming and its status is
active. Seller has all requisite corporate power and authority
and all necessary governmental approvals to own, lease and
operate its properties and to carry on its business as now being
conducted.
(ii) Seller has the requisite corporate power and
authority to execute and deliver this instrument and to
consummate the transactions contemplated hereby. The execution,
delivery and performance of this instrument have been duly
authorized by all necessary corporate action on the part of
Seller. This instrument has been duly executed and delivered by
duly authorized officers of Seller on behalf of Seller, and this
instrument constitutes the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization or
similar law from time to time in effect which offset creditors'
rights generally and general equitable principles (regardless of
whether the issue of enforceability is considered in a proceeding
in equity or in law).
(iii) The execution and delivery of this
instrument by Seller does not (A) conflict with or result in any
breach of any provision of its Certificate of Incorporation or By-
Laws, (B) require any filing with, or permit, authorization,
consent or approval of, any court, arbitral tribunal,
administrative agency or commission, or other governmental or
other regulatory authority or agency (each a "GOVERNMENTAL
ENTITY"), or (C) result in a violation or breach of, constitute a
default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify or cancel, or require
any notice or consent under any of the terms, conditions or
provisions of any agreement or other instrument or obligation to
which Seller is a party or by which Seller or any of its
properties or assets may be bound.
(b) Buyer represents and warrants to Seller as
follows:
(i) Buyer is a corporation organized and in good
standing under the laws of the State of Wyoming and its status is
active. Buyer has all requisite corporate power and authority
and all necessary governmental approvals to own, lease and
operate its properties and to carry on its business as now being
conducted.
(ii) Buyer has the requisite corporate power and
authority to execute and deliver this instrument and to
consummate the transactions contemplated hereby. The execution
and delivery of this instrument has been duly authorized by all
necessary corporate action on the part of Buyer. This instrument
has been duly executed and delivered by duly authorized officers
of Buyer on behalf of Buyer, and this instrument constitutes the
legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization or
similar law from time to time in effect which offset creditors'
rights generally and general equitable principles (regardless of
whether the issue of enforceability is considered in a proceeding
in equity or in law).
(iii) The execution and delivery of this
instrument by Buyer does not (A) conflict with or result in any
breach of any provision of its Articles of Incorporation or By-
Laws, (B) require any filing with, or permit, authorization,
consent or approval of, any Governmental Entity, or (C) result in
a violation or breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate,
terminate, modify or cancel, or require any notice or consent
under any of the terms, conditions or provisions of any agreement
or other instrument or obligation to which Buyer is a party or by
which Buyer or any of its properties or assets may be bound.
6. To the extent that any of the Wyoming Acquired Assets
include contracts described in the Purchase Agreement as Assigned
Contracts (the "WYOMING ASSIGNED CONTRACTS") and such contracts
are not assignable without the consent of another party and such
consent has not been obtained on or prior to the Closing Date,
this General Assignment and Bill of Sale shall not constitute an
assignment or attempted assignment which would constitute a
breach thereof. Any obligation of Seller's Parent under the
Purchase Agreement to cause Seller effect the transfer of any
Wyoming Assigned Contracts to Buyer shall not be terminated or
abridged by this provision, and the terms of Section 1.2(c) of
the Purchase Agreement shall continue to apply with respect
thereto.
7. At any time or from time to time after the date hereof,
at Buyer's request and without further consideration, Seller
shall execute and deliver to Buyer such other instruments of
sale, transfer, conveyance, assignment and confirmation, provide
such materials and information and take such other actions as
Buyer may reasonably deem necessary or desirable in order more
effectively to transfer, convey and assign to Buyer, and to
confirm Buyer's title to, all of the Wyoming Acquired Assets,
and, to the full extent permitted by Law, to put Buyer in actual
possession and operating control of the Wyoming Acquired Assets
and to assist Buyer in exercising all rights with respect
thereto.
8. Seller hereby constitutes and appoints Buyer the true
and lawful attorney of Seller, with full power of substitution,
in the name of Seller or Buyer, but on behalf of and for the
benefit of Buyer: (a) to demand and receive from time to time any
and all of the Wyoming Acquired Assets and to make endorsements
and give receipts and releases for and in respect of the same and
any part thereof; (b) to institute, prosecute, compromise and
settle any and all Actions or Proceedings that Buyer may deem
proper in order to collect, assert or enforce any claim, right or
title of any kind in or to the Wyoming Acquired Assets; (c) to
defend or compromise any or all Actions or Proceedings in respect
of any of the Acquired Assets; and (d) to do all such acts and
things in relation to the matters set forth in the preceding
clauses (a) through (c) as Buyer shall deem desirable. Seller
hereby acknowledges that the appointment hereby made and the
powers hereby granted are coupled with an interest and are not
and shall not be revocable by it in any manner or for any reason.
Buyer shall indemnify and hold harmless
Seller and its officers, directors, employees, agents and Affiliates
from any and all Losses caused by or arising out of any breach of Law
by Buyer in its exercise of the aforesaid powers.
9. This General Assignment and Bill of Sale is delivered
pursuant to and is subject to the Asset Purchase Agreement. In
the event of any conflict between the terms of the Asset Purchase
Agreement and the terms of this General Assignment and Bill of
Sale, the terms of the Asset Purchase Agreement shall prevail.
Neither the making nor the acceptance of this General Assignment
and Bill of Sale nor the transfer effected hereby shall (a)
constitute a waiver or release of Seller's Parent, Seller or any
of the Shareholders of any liabilities, duties or obligations
imposed upon any of them by the terms of the Purchase Agreement
or (b) impose any additional liabilities, duties or obligations
upon Seller's Parent, Seller or the Shareholders.
10. This General Assignment and Bill of Sale may be
executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one
and the same instrument. This General Assignment and Bill of
Sale and all of the provisions hereof shall be binding upon and
shall inure to the benefit of the respective parties and their
assigns, transferees and successors. This General Assignment and
Bill of Sale is made in the State of Florida, and shall be
governed by and construed in accordance with the laws of the
State of Florida applicable to a contract executed and performed
in such State, without giving effect to the conflicts of laws
principles thereof, except that if it is necessary in any other
jurisdiction to have the law of such other jurisdiction govern
this General Assignment and Bill of Sale in order for this
General Assignment and Bill of Sale to be effective in any
respect, then the laws of such other jurisdiction shall govern
this General Assignment and Bill of Sale to such extent.
IN WITNESS WHEREOF, the undersigned has caused its duly
authorized officer to execute this General Assignment and Bill of
Sale on the day and year first above written.
RIEDMAN INSURANCE OF WYOMING, INC.
By: /S/ JAMES R. RIEDMAN
_______________________________
Name: James R. Riedman
Title: President
