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. FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 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: POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT 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 <PAGE 1> 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 3 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1995 AND 1994 4 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1995 5 NOTES TO FINANCIAL STATEMENTS 6 SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1995 10 SCHEDULE II: SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 11 SIGNATURE 12 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 13 <PAGE 2> POE & BROWN, INC. EMPLOYEEES' SAVINGS PLAN AND TRUST AGREEMENT FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994 TOGETHER WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS <PAGE 3> REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the 401(k) Plan Trustees of the Poe & Brown, Inc. Employees' Savings Plan and Trust Agreement: We have audited the accompanying statements of net assets available for plan benefits of the Poe & Brown, Inc. Employees' Savings Plan and Trust Agreement as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. 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 on 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 plan benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the year ended December 31, 1995, 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 plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan 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. Arthur Andersen LLP Orlando, Florida, June 19, 1996 <PAGE 4> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1995 AND 1994 1995 1994 ______ _______ INVESTMENTS (Notes 2 and 3): At fair value- SEI Balanced Fund $ 5,250,137 $ 4,129,624 SEI Bond Index Fund 2,142 - SEI Capital Appreciation Fund 6,955,384 4,896,572 SEI Core International Equity Fund 421,485 339,928 SEI S&P 500 Index Fund 145,697 - SEI Small Cap Growth Fund 2,123,099 874,835 Employer Common Stock Fund 3,856,819 3,108,607 Participant loans 1,432,315 1,164,690 SEI Prime Obligation Fund 54,146 211,491 ___________ __________ 20,241,224 14,725,747 At contract value- SEI Stable Asset Fund (Note 4) 5,084,286 5,727,969 ___________ __________ Total investments 25,325,510 20,453,716 CASH 246,090 201,252 EMPLOYER CONTRIBUTIONS RECEIVABLE 501,530 515,386 PARTICIPANT CONTRIBUTIONS RECEIVABLE 61,614 58,112 ___________ __________ Total assets 26,134,744 21,228,466 ACCOUNTS PAYABLE 246,090 201,252 ___________ __________ NET ASSETS AVAILABLE FOR PLAN BENEFITS $25,888,654 $21,027,214 ============= =========== The accompanying notes are an integral part of these statements. <PAGE 5> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,WITH FUND INFORMATION,FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed _______________________________________________________________________________________________ SEI SEI SEI SEI SEI SEI Employer SEI Bond Apprecia- tional 500 Cap Asset Common Partici- Balanced Index tion Equity Index Growth Asset Stock pant Fund Fund Fund Fund Fund Fund Fund Fund Loans Other Total ADDITIONS: Interest and dividends $271,891 $ 2 $ 785,716 $ 15,180 $ 41 $ 357,495 $371,198 $ - $87,174 $5,036 $1,893,733 Dividends on employer common stock - - - - - - - 69,424 - - 69,424 Net realized and unrealized appreciation 597,456 (120) 666,820 (4,499) (8,606) 12,929 - 301,366 - - 1,565,346 (depreciation) in fair value of investments Participant contributions 496,667 88 665,816 100,859 18,977 391,006 388,763 305,418 - 3,502 2,371,096 Employer contributions 256,938 52 318,846 38,903 522 190,423 231,274 160,505 - (13,856) 1,183,607 _________ ___ _________ _______ ________ _______ _______ _______ ______ ______ _________ Total addition 1,622,952 22 2,437,198 150,443 10,934 951,853 991,235 836,713 87,174 (5,318) 7,083,206 _________ ___ _________ _______ ________ ________ _______ _______ ______ ______ __________ DEDUCTIONS: Benefits paid to participants 349,015 - 341,410 2,363 - 53,237 1,100,683 273,581 - - 2,120,289 Admini- strative expenses 16,704 - 16,340 113 - 2,548 52,679 13,093 - - 101,477 _______ ______ ________ ______ ________ _______ ________ ________ ______ _______ __________ Total deductions 365,719 - 357,750 2,476 - 55,785 1,153,362 286,674 - - 2,221,766 _______ ______ ________ ______ ________ ________ ________ _______ ______ _______ __________ NET ASSETS TRANSFERRED BETWEEN INVESTMENT FUNDS (136,720) 2,120 (20,636) (66,410) 134,753 352,196 (481,556) 198,173 180,451 (162,381) - _______ ______ ________ ______ ________ ________ ________ _______ ______ _______ __________ NET INCREASE (DECREASE) 1,120,513 2,142 2,058,812 81,557 145,697 1,248,264 (643,683) 748,212 267,625 (167,699) 4,861,440 NET ASSETS AVAILABLE FOR PLAN BENEFITS, 12/31/94 4,129,624 - 4,896,572 339,928 - 874,835 5,727,969 3,108,607 1,164,690 784,989 21,027,214 _________ ______ _________ _______ ________ _______ _________ _________ _________ _______ __________ NET ASSETS AVAILABLE FOR PLAN BENEFITS, 12/31/95 $5,250,137 $2,142 $6,955,384 $421,485 $145,697 $2,123,099 $5,084,286 $3,856,819 $1,432,315 $617,290 $25,888,654 =========== ====== ========== ======== ======== ========== ========== ========== ========== ======== =========== The accompanying notes are an integral part of this statement. <PAGE 6> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 1. PLAN DESCRIPTION: GENERAL The Poe & Brown, Inc. Employees' Savings Plan and Trust Agreement (the Plan), established effective January 1, 1985, is a defined contribution plan under which substantially all employees who are at least age 21 and who have completed one year 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. DISTRIBUTIONS 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 elected by the participant and the participant's spouse, if any. The forms of payment are (1) joint and survivor annuities, (2) a life annuity with 120 guaranteed monthly payments, (3) a life annuity, (4) a single lumpsum payment for the entire balance of the participant's account, and (5) a direct transfer to either an individual retirement account or another qualified employer retirement 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. ADMINISTRATIVE EXPENSES Substantially all administrative expenses are paid by the Plan. These expenses include recordkeeping, audit and trustee fees. <PAGE 7> PLAN TERMINATION The Plan will terminate if the Employer is dissolved or declared bankrupt or insolvent. 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 trustees. 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 SEI INVESTMENTS - The fair value of the participation units in SEI investments is based on the quoted redemption value of the units from SEI Trust Company on the last business day of the year. EMPLOYER COMMON STOCK FUND - The fund 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. During the year ended December 31, 1994, substantially all of the purchases of this stock for the Plan were made from the Employer, valued at fair value as of the time of purchase. <PAGE 8> 3. CONTRIBUTIONS AND INVESTMENT PROGRAMS: 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 participants' 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, 1995 and 1994, the Board authorized an optional profit sharing contribution of 1.5 percent of salary for all participants, except those participants who also participate in the Employer's Cash Balance Plan, the Retirement Plan for Employees of Poe & Brown, Inc., who will receive a profit sharing contribution of 1 percent of salary. INVESTMENTS As of December 31, 1995 and 1994, contributions to the Plan are invested in one or more of eight separate investment funds at the direction of each participant. The funds are (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 Fund. 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 only when the number of existing loans outstanding is less than five. The minimum amount a participant may borrow is $500. The maximum amount that a participant may borrow is the lesser of 50 percent of the participant's vested balance or $50,000. 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. SEI STABLE ASSET FUND: The average yield on the SEI Stable Asset Fund during the years ended December 31, 1995 and 1994, was approximately 6.4 percent and 6 percent, respectively. The crediting interest rate was approximately 6.3 percent and 6 percent as of December 31, 1995 and 1994, respectively. As of December 31, 1995 and 1994, the fair value of the SEI Stable Asset Fund approximated its contract value. <PAGE 9> 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. <PAGE 10> SCHEDULE I POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31,1995 Identity and Description of Issues Cost Fair Value ______________________________________________ ____ __________ SEI Balanced Fund (stock and bond investments) $4,925,299 $5,250,137 SEI Bond Index Fund (bond investments) 2,123 2,142 SEI Capital Appreciation Fund (stock investments) 6,914,385 6,955,384 SEI Core International Equity Fund (foreign stock investments) 422,269 421,485 SEI S&P 500 Index Fund (stock investments) 144,571 145,697 SEI Stable Asset Fund (guaranteed investment contracts) 5,084,286 5,084,286 SEI Small Cap Growth Fund (small company stock investment) 1,998,231 2,123,099 Poe & Brown, Inc. common stock (employer stock investment) 2,983,410 3,856,819 SEI Prime Obligation Fund (bearing interest at 4 percent) 54,146 54,146 Participant loans (bearing interest at rates ranging between 7 percent and 11 percent) 1,432,315 1,432,315 __________ _________ $23,912,303 $25,325,510 =========== =========== The preceding notes are an integral part of this schedule. <PAGE 11> SCHEDULE II POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT SCHEDULE OF REPORTABLE TRANSACTION FOR THE YEAR ENDED DECEMBER 31, 1995 Identity of Fair Value Party Involved/ of Asset on Realized Description of Purchase Selling Cost of Transaction Gain/ Assets Price Price Assets Date (Loss) _______________ _______ ________ _______ ___________ ________ SEI Balanced Fund $1,278,982 $ - $1,278,982 $1,278,982 $ - SEI Small Cap Growth Fund 1,350,366 - 1,350,366 1,350,366 - SEI Capital Appreciation Fund 2,190,466 - 2,190,466 2,190,466 - SEI Prime Obligation Fund 2,063,988 - 2,063,988 2,063,988 - SEI Stable Asset Fund 1,536,999 - 1,536,999 1,536,999 - Poe & Brown, Inc. common stock 1,143,196 - 1,143,196 1,143,196 - SEI Balanced Fund - 755,925 905,900 755,925 (149,975) SEI Small Cap Growth Fund - 115,031 175,283 115,031 (60,252) SEI Capital Appreciation Fund - 798,474 961,069 798,474 (162,595) SEI Prime Obligation Fund - 2,221,333 2,221,333 2,221,333 - SEI Stable Asset Fund - 2,180,682 2,180,682 2,180,682 - Poe & Brown, Inc. common stock - 696,350 561,427 696,350 134,923 The preceding notes are an integral part of this schedule. <PAGE 12> 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 AGREEMENT By: POE & BROWN, INC. By: /s/ James A. Orchard ___________________________ James A. Orchard Vice President, Chief Financial Officer and Treasuer <PAGE 13> CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent 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. 331900, dated November 27, 1985, as amended by Post Amendment No. 1 dated December 2, 1992. Arthur Andersen LLP Orlando, Florida, June 19, 1996