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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
TO
COMMISSION FILE NUMBER 0-7201.
POE & BROWN, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-0864469
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
220 SOUTH RIDGEWOOD AVE., DAYTONA BEACH, FL 32114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 252-9601
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK $.10 PAR VALUE
(Title of class)
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INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST NINETY (90) DAYS. YES X NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [ ].
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT, COMPUTED BY REFERENCE TO THE LAST REPORTED PRICE AT WHICH THE
STOCK WAS SOLD ON MARCH 22, 1995, WAS $82,482,980.
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, $.10 PAR VALUE,
OUTSTANDING AS OF MARCH 22, 1995, WAS 8,641,998.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S 1994 ANNUAL REPORT TO SHAREHOLDERS ARE
INCORPORATED BY REFERENCE INTO PARTS I AND II OF THIS REPORT. WITH THE EXCEPTION
OF THOSE PORTIONS WHICH ARE INCORPORATED BY REFERENCE, THE REGISTRANT'S ANNUAL
REPORT TO SHAREHOLDERS IS NOT DEEMED FILED AS PART OF THIS REPORT.
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1995 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THIS REPORT.
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POE & BROWN, INC.
FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1994
PART I
ITEM 1. BUSINESS
GENERAL
Poe & Brown, Inc. (the Company) is a general insurance agency headquartered
in Daytona Beach and Tampa, Florida that resulted from an April 28, 1993 merger
involving Poe & Associates, Inc. (Poe) and Brown & Brown, Inc. (Brown). Poe was
incorporated in 1958 and Brown commenced business in 1939. Industry segment
information is not presented because the Company realizes substantially all of
its revenues from the general insurance agency business.
The Company's insurance agency business is comprised of (i) general retail
operations, which provide all types of insurance products to a broad range of
commercial, professional, and personal clients; (ii) national program
operations, which market professional liability, property and casualty insurance
to members of various professional and trade associations through independent
agents; (iii) brokerage operations, which distribute excess and surplus
commercial insurance through independent agents; and (iv) service operations,
which provide insurance-related services such as third-party administration and
consultation for workers' compensation and employee benefit self-insurance
markets.
The Company's activities are conducted by 21 offices located throughout
Florida, and in offices located in Arizona, California, Colorado, Connecticut,
Georgia, New Jersey, North Carolina and Texas. Because the Company's business is
concentrated in Florida, the occurrence of adverse economic conditions or an
adverse regulatory climate in Florida could have a materially adverse effect on
its business, although the Company has not encountered such conditions in the
past.
The following table sets forth a summary of the commission and fee revenues
realized from each of the Company's operating divisions for each of the five
years in the period ended December 31, 1994 (in thousands of dollars):
1994 1993 1992 1991 1990
------- ------- ------- ------- -------
Retail Operations(1)................. $53,992 $56,580 $55,749 $49,597 $48,552
National Programs(1)................. 26,519 22,408 18,100 18,282 17,852
Service Operations................... 10,643 11,700 10,716 9,806 8,912
Brokerage Operations................. 2,672 1,662 1,562 2,174 2,178
------- ------- ------- ------- -------
Total...................... $93,826 $92,350 $86,127 $79,859 $77,494
======= ======= ======= ======= =======
% of Total Revenues.................. 94% 97% 96% 96% 97%
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(1) Certain 1993 Retail Operations revenues (totaling approximately $1.6
million) have been reclassified to National Programs to conform with the
1994 classification. Prior to 1993, the program revenues being reclassified
were included in the individual retail branch results. Accordingly, 1992,
1991 and 1990 revenues have not been reclassified.
The amount of the Company's income from commissions and fees is a function
of, among other factors, continued new business production, retention of
existing customers, acquisitions, and fluctuations in insurance premium rates
and insurable exposure units.
The Company is compensated for its services primarily by commissions paid
by insurance companies. The commission is usually a percentage of the premium
paid by an insured. Commission rates generally depend upon the type of
insurance, the particular insurance company and the nature of the services
provided by the Company. In some cases, a commission is shared with other agents
or brokers who have acted jointly with the Company in the transaction. The
Company may also receive from an insurance company a contingent
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commission that is generally based on the profitability and volume of business
placed with it by the Company over a given period of time. Fees of the Company
are principally generated by the service operations division, which offers
administration and benefit consulting services primarily in the workers'
compensation and employee benefit self-insurance markets.
Insurance premium rates are cyclical in nature and can vary widely based on
insurance market conditions. Significant reductions in premium rates occurred
during the years 1987 through 1989 and continued, although to a lesser degree,
during 1990 through 1994. Because the insurance companies control the pricing of
the products the Company sells, the Company is unable to predict the effect of
this cyclical pattern on its future operating results.
RETAIL OPERATIONS
The Company's retail insurance agency business consists primarily of the
selling and marketing of property and casualty insurance coverages to
commercial, professional, and to a limited extent, individual customers. The
categories of insurance principally sold by the Company are:
Casualty -- insurance relating to legal liabilities, workers' compensation,
commercial and private passenger automobile coverages, and fidelity and surety
insurance; and Property -- insurance against physical damage to property and
resultant interruption of business or extra expense caused by fire, windstorm or
other perils. The Company also sells and services all forms of group and
individual life, accident, health, hospitalization, medical and dental insurance
programs. Each category of insurance is serviced by insurance specialists
employed by the Company.
No material part of the Company's retail business depends upon a single
customer or a few customers. During 1994, the Company received approximately
$1,107,000 of fees and commissions from Rock-Tenn Company, the Company's largest
single retail customer, of which approximately $742,000 was attributed to the
service operations division. Such aggregate amount represented less than 2% of
the Company's total commission and fee revenues for 1994.
In connection with the selling and marketing of insurance coverages, the
Company provides a broad range of related services to its customers, such as
risk management surveys and analysis, consultation in connection with placing
insurance coverages and claims processing. The Company believes these services
are important factors in securing and retaining customers.
NATIONAL PROGRAMS
The Company engages extensively in the mass marketing and placement of
professional liability insurance and property and casualty insurance for members
of various professional and trade associations, including dentists, attorneys,
physicians, optometrists, and opticians, and to members of the wholesale
distribution industry, towing operators and automobile dealerships. Typically,
the Company tailors an insurance product to the needs of a particular
professional or trade association, negotiates policy forms, coverages, and
premium and commission rates with an insurance company, and in certain cases,
secures the formal or informal endorsement of the product by an association.
Under agency agreements with the insurance companies that underwrite these
programs, the Company usually has authority to bind coverages, subject to
established guidelines, to bill and collect premiums and, in some cases, to
process claims. Insurance products are marketed nationally to association
members primarily through independent agents who solicit customers through
advertisements in association publications, direct mailings and personal
contact.
The largest program marketed by the Company is a package insurance policy
known as the Professional Protector Plan(R), which provides comprehensive
coverages for dentists, including practice protection and professional
liability. This program is endorsed by more than 25 state dental societies and
is presently marketed in 49 states, the District of Columbia, Puerto Rico and
the U.S. Virgin Islands. Since 1984, substantially all dental policies under
this program have been underwritten through CNA Insurance Companies (CNA), with
the Company serving as an agent for CNA.
The Company markets the Professional Protector Plan(R) through a network of
independent agents who solicit customers through advertisements in professional
publications, direct mail and personal contact. This
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program presently insures approximately 37,600 dentists, representing
approximately 27% of the practicing dentists within the Company's marketing
territories.
The Company began marketing lawyers' professional liability insurance in
1973. The national Lawyer's Protector Plan(R) was introduced in 1983 and is
presently marketed in 45 states, the District of Columbia and the U.S. Virgin
Islands. Since 1983, the Lawyer's Protector Plan has been underwritten through
CNA. The Company markets the program through a network of independent agents who
solicit customers through advertisements in professional publications, direct
mailings and personal contact. The program presently insures approximately
37,500 attorneys.
The Company markets professional liability insurance for physicians,
surgeons, and other health care providers through a program known as the
Physicians Protector Plan(R). This program is served by the Company's offices in
Tampa, Florida and Glastonbury, Connecticut. The program is underwritten by CNA
and is sold and marketed by, or through, independent insurance agents in
Florida, Georgia, Delaware, Connecticut, New Hampshire, Rhode Island and
Vermont.
The Optometric Protector Plan(R) was created in 1973 to provide
optometrists and opticians with a package of practice and professional liability
coverage. This program, which insures approximately 7,100 optometrists and
opticians in 50 states, is predominantly underwritten by CNA. In addition to
these professional liability programs, National Programs also includes a number
of commercial programs as follows:
Insurance Administration Center, Inc., a wholly-owned subsidiary of the
Company, operates as insurance advisor and consultant to the National
Association of Wholesaler-Distributors, which represents some 40,000
wholesaler-distributors across the nation.
The Company's Professional Services Program, which originated in 1993,
serves as a retail outlet within the National Programs Division and provides
direct insurance sales to dentists, physicians, lawyers and optometrists in
Florida.
The Towing Operator Protector Plan(R) was introduced in 1993 and currently
provides specialized insurance products to tow-truck operators in 12 states. The
Automobile Dealers Protector Plan(R) insures used car dealers in Florida through
a program endorsed by the Florida Independent Auto Dealers Association. In 1994,
this Plan expanded into five additional states, and currently insures
approximately 2,200 dealers in six states.
SERVICE OPERATIONS
The Company's service operations division consists of two separate
components: (i) insurance and related services as a third-party administrator
(TPA) for employee health and welfare benefit plans, and (ii) insurance and
related services providing comprehensive risk management and third-party
administration to self-funded workers' compensation plans.
In connection with its employee benefit plan administrative services, the
Company provides TPA services, including benefit consulting, benefit plan design
and costing, arrangement for the placement of stop-loss insurance and other
employee benefit coverages, and settlement of claims. The Company provides
access to effective utilization management strategies such as pre-admission
review, concurrent/retrospective review, pre-treatment review of certain
non-hospital treatment plans, and medical and psychiatric case management. In
addition to the administration of self-funded health care plans, the Company
offers administration of flexible benefit plans, including plan design, employee
communication, enrollment and reporting. The Company's workers' compensation TPA
services include risk management services such as loss control, claim
administration, access to major reinsurance markets, cost containment
consulting, and services for secondary disability and subrogation recoveries.
The Company provides workers' compensation TPA services for approximately
2,000 employers representing more than $1.7 billion of employee payroll. The
Company's largest workers' compensation contract represents approximately 76% of
the Company's workers' compensation TPA revenues, or 5% of the Company's total
commission and fee revenues.
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BROKERAGE OPERATIONS
The Company markets excess and surplus lines, and specialty insurance
products, to both the Company's retail division and other retail agencies
throughout Florida and the Southeast. The Company represents various U.S. and
U.K. surplus lines companies and is also a Lloyd's of London correspondent. In
addition to surplus lines carriers, the Company represents admitted carriers for
smaller agencies that do not have access to large insurance carrier
representation. Excess and surplus products include commercial automobile,
garage, restaurant, builder's risk and inland marine lines. Difficult-to-insure
general liability and products liability coverages are a specialty, as is excess
workers' compensation. Retail agency business is solicited through mailings and
direct contact with retail agency representatives.
EMPLOYEES
As of December 31, 1994, the Company had 971 full-time equivalent
employees, compared to 980 at the beginning of the year. The Company has
contracts with its sales employees that include provisions restricting their
right to solicit the Company's customers after termination of employment with
the Company. The enforceability of such contracts varies from state to state
depending upon state statutes, judicial decisions, and factual circumstances.
The majority of these contracts are terminable by either party; however, the
agreement not to solicit the Company's customers continues generally for a
period of at least three years after employment termination.
None of the Company's employees are represented by a labor union, and the
Company considers its relations with its employees to be satisfactory.
COMPETITION
The insurance agency business is highly competitive, and numerous firms
actively compete with the Company in every area in which it does business. There
are several hundred insurance companies and insurance agencies that conduct
business in Florida and with which the Company, either directly or indirectly,
competes.
Although the Company is the largest insurance agency headquartered in
Florida, a number of national firms with greater resources have offices in
Florida and actively compete with the Company. Because competition in the
insurance business is largely based on innovation, quality of service and price,
the Company believes it is well positioned to successfully compete in the
markets it serves. The Company's business outside the state of Florida consists
principally of the marketing and placement of association programs and localized
general retail agency activities.
Several large stock and mutual insurance companies are engaged in the
direct sale of insurance and do not pay commissions to agents and brokers. To
date, such direct writing has had relatively little effect on the Company's
operations, primarily because the Company's retail operations are commercially
oriented.
REGULATION, LICENSING, AND AGENCY CONTRACTS
The Company or its designated employees must be licensed to act as agents
by the Florida Department of Insurance or comparable state regulatory
authorities in the other states in which the Company conducts business.
Regulations and licensing laws vary in individual states and are often complex.
The applicable licensing laws and regulations in all states are subject to
amendment or reinterpretation by state regulatory authorities, and such
authorities are vested in most cases with relatively broad discretion as to the
granting, revocation, suspension and renewal of licenses. The possibility exists
that the Company could be excluded or temporarily suspended from carrying on
some or all of its activities in, or otherwise subjected to penalties by, a
particular state.
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ITEM 2. PROPERTIES
The Company occupies office premises under noncancellable operating leases
expiring at various dates. These leases generally contain renewal options and
escalation clauses based on increases in the lessors' operating expenses and
other charges. The Company expects that most leases will be renewed or replaced
upon expiration. See Note 8 of the "Notes to Consolidated Financial Statements"
in the 1994 Annual Report to Shareholders for additional information on the
Company's lease commitments. Information on the Company's office locations is
included on pages 4 and 5 and the inside back cover of the Company's 1994 Annual
Report to Shareholders, which information is incorporated herein by reference.
At December 31, 1994 the Company owned three buildings located in downtown
Daytona Beach, Florida having an aggregate book value of approximately $350,000,
including improvements. There are no outstanding mortgages on these buildings.
These buildings generated lease revenue during 1994 of approximately $13,000. In
March 1995, one of these buildings having an aggregate book value approximating
$57,000 was sold for a minimal gain. The Company also owns an office condominium
in Venice, Florida which has a net book value of $201,000, with no outstanding
mortgage. This building is currently vacant.
ITEM 3. LEGAL PROCEEDINGS
On February 21, 1995, an Amended Complaint was filed in an action pending
in the Superior Court of Puerto Rico, Bayamon Division, and captioned Cadillac
Uniform & Linen Supply Company, et al. v. General Accident Insurance Company,
Puerto Rico, Limited, et al. The case was originally filed on November 23, 1994,
and named General Accident Insurance Company, Puerto Rico Limited, and Benj.
Acosta, Inc. as defendants. The Amended Complaint added several defendants,
including the Company and Poe & Brown of California, Inc. ("P&B/Cal."), a
subsidiary of the Company, as parties to the case. As of March 23, 1995, neither
the Company nor P&B/Cal. had been served. The Plaintiffs allege that P&B/Cal.
failed to procure sufficient coverage for a commercial laundry facility which
was rendered inoperable for a period of time as the result of a fire, and
further allege that the Company is vicariously liable for the actions of
P&B/Cal. The Amended Complaint seeks damages of $11.2 million against P&B/Cal.,
the Company, the Producer who handled the account and LBI Corp., a/k/a Levinson
Bros., Inc. The Company and P&B/Cal. believe that P&B/Cal. has meritorious
defenses to each of the claims asserted against it, and that the Company
likewise has meritorious defenses to allegations premised upon theories of
vicarious liability. Both the Company and P&B/Cal. intend to contest this action
vigorously. In the event that damages are awarded against P&B/Cal. or the
Company, P&B/Cal. and the Company believe that insurance would be available to
cover such loss.
On September 9, 1994, the Company was named as a third-party defendant in a
case pending in the United States District Court, Eastern District of New York,
captioned Alec Sharp, an Underwriter at Lloyds on behalf of himself and other
Lloyd's Underwriters and Colin Trevor Dingley, on behalf of himself and other
Lloyd's Underwriters v. Best Security Corp., d/b/a Independent Armored, et al.
The action has been pending since March 9, 1994, and names a number of companies
(but not the Company) as defendants. The third-party complaint was filed against
the Company by some of the defendants in the underlying action. The case arises
from the theft of jewelry claimed to be worth approximately $7 million from an
armored car owned and operated by Best Security Corp. Plaintiffs in the
underlying action seek a declaratory judgment that the policy was void from
inception because the insured made misrepresentations on the application. In the
third-party complaint, the third-party plaintiffs allege that the Company issued
certificates of insurance naming additional insureds without authorization, and
claim the Company failed to communicate information given to the Company by the
insured to the Underwriters at Lloyd's of London. In the event that the
Underwriters prevail in the underlying action, the third-party plaintiffs seek
damages in an unspecified amount from the Company. The Company intends to
contest this action vigorously, and believes it has meritorious defenses to all
claims alleged against it. In the event that damages are assessed against the
Company, the Company believes that insurance would be available to cover such
loss.
In 1992, the Internal Revenue Service (the Service) completed its
examinations of the Company's federal income tax returns for the years 1988,
1989, and 1990. As a result of its examinations, the Service
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issued Reports of Proposed Adjustments asserting income tax deficiencies which,
by including interest and state income taxes for the periods examined and the
Company's estimates of similar tax adjustments for subsequent periods through
December 31, 1994, would total $6,100,000. The disputed issues related primarily
to the deductibility of amortization of purchased customer accounts of
approximately $5,107,000 and non-compete agreements of approximately $993,000.
In addition, the Service's report included a dispute regarding the time at which
the Company's payments made pursuant to certain indemnity agreements would be
deductible for tax reporting purposes. During 1994, the Company was able to
reach a settlement agreement with the Service with respect to certain of the
disputed amortization items and the indemnity agreement payment issue. This
settlement has reduced the total remaining asserted income tax deficiencies to
approximately $2,800,000. Based on this settlement and review of the remaining
unsettled items, the Company believes that its general income tax reserves of
$800,000 are sufficient to cover its ultimate liability resulting from the
settlement of the remaining items. In March 1995, the Company reached an
agreement with the Service on the remaining unsettled items which will result in
final assessed deficiencies of approximately $600,000. The Company's general
income tax reserves are adequate to cover this amount plus any penalties and
interest that may be assessed.
The Company is involved in various other pending or threatened proceedings
by or against the Company or one or more of its subsidiaries that involve
routine litigation relating to insurance risks placed by the Company and other
contractual matters. Management of the Company does not believe that any of such
pending or threatened proceedings (including the proceedings described above)
will have a materially adverse effect on the consolidated financial position or
future operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
Company's fourth fiscal quarter ended December 31, 1994.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information under the captions "Stock Price Range" and "Cash Dividends Per
Share" as included in Note 15 of the Notes to Consolidated Financial Statements
included in the Company's 1994 Annual Report to Shareholders and information
under the caption "Stock Listing" on the inside back cover page of the Company's
1994 Annual Report to Shareholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information under the caption "Selected Financial Data" on page 1 of the
Company's 1994 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 20 through 25 of the
Company's 1994 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Poe & Brown, Inc. and its
subsidiaries, together with the report thereon of Ernst & Young LLP, appearing
on pages 26 through 43 of the Company's 1994 Annual Report to Shareholders are
incorporated herein by reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained under the caption "Management" on pages 4-6 of the
Company's Proxy Statement for its 1995 Annual Meeting of Shareholders is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information contained under the caption "Executive Compensation" on pages
7-10 of the Company's Proxy Statement for its 1995 Annual Meeting of
Shareholders is incorporated herein by reference; provided, however, the report
of the Compensation Committee on executive compensation, which begins on page 10
thereof, and the stock performance graph shall not be deemed to be incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information contained under the caption "Security Ownership of Management
and Certain Beneficial Owners" on pages 2-3 of the Company's Proxy Statement for
its 1995 Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information contained under the caption "Executive
Compensation -- Compensation Committee Interlocks and Insider Participation" on
pages 9-10 of the Company's Proxy Statement for its 1995 Annual Meeting of
Shareholders is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements of Poe & Brown, Inc.
(incorporated herein by reference from pages 26 through 43 of the Company's
1994 Annual Report to Shareholders for the year ended December 31, 1994)
consisting of:
(a) Consolidated Statements of Income for each of the three years
in the period ended December 31, 1994.
(b) Consolidated Balance Sheets as of December 31, 1994 and 1993.
(c) Consolidated Statements of Shareholders' Equity for each of the
three years in the period ended December 31, 1994.
(d) Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1994.
(e) Notes to Consolidated Financial Statements.
(f) Report of Independent Certified Public Accountants.
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2. Consolidated Financial Statement Schedule included on page 10 of
this report, consisting of:
(a) Schedule II -- Valuation and Qualifying Accounts.
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the Consolidated
Financial Statements or the Notes thereto.
3. EXHIBITS
3a -- Certificate of Incorporation of the Registrant, as last amended on April 28, 1993
(filed herewith).
3b -- Amended and restated By-Laws of the Registrant effective March 22, 1994
(incorporated by reference to Exhibit 3b to Registration Statement No. 33-58090 on
Form S-4).
4 -- Revolving Loan Agreement dated November 9, 1994, by and among the Registrant and
SunBank, National Association (filed herewith).
10a(1) -- Lease of Registrant for office space at 702 North Franklin Street, Tampa, Florida
(incorporated by reference to Exhibit 10a to Form 10-K for the year ended December
31, 1984).
10a(2) -- Amendment dated August 27, 1987, to lease of Registrant for office space at 702
North Franklin Street, Tampa, Florida (incorporated by reference to Exhibit 10a(2)
to Form 10-K for the year ended December 31, 1987).
10a(3) -- Lease of Registrant for office space at 220 South Ridgewood Avenue, Daytona Beach,
Florida dated August 15, 1987 (incorporated by reference to Exhibit 10a(3) to Form
10-K for the year ended December 31, 1993).
10a(4) -- Lease agreement for office space at Landmark Centre, Tampa, Florida, dated
February 1995, between Southeast Financial Center Associates, as landlord and
Registrant, as tenant (filed herewith).
10b -- Registrant's 1985 Stock Option Plan (incorporated by reference to Exhibit 10b(1)
to Form 10-K for the year ended December 31, 1984).
10c -- Registrant's 1989 Stock Option Plan (incorporated by reference to Exhibit 10f to
Form 10-K for the year ended December 31, 1989).
10d -- Loan Agreement between Continental Casualty Company and Registrant dated August
23, 1991 (incorporated by reference to Exhibit 10d to Form 10-K for the year ended
December 31, 1991).
10e -- Indemnity Agreement dated January 1, 1979, among the Registrant, Whiting National
Management, Inc., and Pennsylvania Manufacturers' Association Insurance Company
(incorporated by reference to Exhibit 10g to Registration Statement No. 33-58090
on Form S-4).
10f -- Agency Agreement dated January 1, 1979 among the Registrant, Whiting National
Management, Inc., and Pennsylvania Manufacturers' Association Insurance Company
(incorporated by reference to Exhibit 10h to Registration Statement No. 33-58090
on Form S-4).
10g -- Indemnification Agreement, dated February 22, 1993, between the Registrant and
William F. Poe, Sr. (incorporated by reference to Exhibit 10k to Registration
Statement No. 33-58090 on Form S-4).*
10h -- Indemnification Agreement, dated April 28, 1993, as amended March 24, 1994,
between the Registrant and J. Hyatt Brown (incorporated by reference to Exhibit
10h to Form 10-K for the year ended December 31, 1993).
10i -- Deferred Compensation Agreement, dated May 1, 1983, as amended April 27, 1993,
between the Registrant and Kenneth E. Hill (incorporated by reference to Exhibit
10i to Form 10-K for the year ended December 31, 1993).
10j -- Employment Agreement, dated April 28, 1993 between the Registrant and William F.
Poe, Sr. (incorporated by reference to Exhibit 10j to Form 10-K for the year ended
December 31, 1993).
10k -- Employment Agreement, dated April 28, 1993 between the Registrant and J. Hyatt
Brown (incorporated by reference to Exhibit 10k to Form 10-K for the year ended
December 31, 1993).
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101 -- Portions of Employment Agreement, dated April 28, 1993 between the Registrant and
Kenneth E. Hill (incorporated by reference to Exhibit 101 to Form 10-K for the
year ended December 31, 1993).
10m -- Portions of Employment Agreement, dated April 28, 1993 between the Registrant and
Jim W. Henderson (incorporated by reference to Exhibit 10m to Form 10-K for the
year ended December 31, 1993).
10n -- Portions of Promissory Note and Security Agreement, dated January 20, 1995,
between William F. Poe Sr., and the Registrant (filed herewith).
11 -- Portions of Statement Re: Computation of Per Share Earnings (filed herewith).
13 -- Portions of Registrant's 1994 Annual Report to Shareholders (not deemed "filed"
under the Securities Exchange Act of 1934, except for those portions specifically
incorporated by reference herein).
22 -- Subsidiaries of the Registrant (incorporated by reference to Exhibit 22 to Form
10-K for the year ended December 31, 1993).
23 -- Consent of Ernst & Young LLP (filed herewith).
27 -- Financial Data Schedule (filed herewith).
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* The registrant has Indemnification Agreements with certain of its other
directors and former directors (Joseph E. Brown, Bruce G. Geer, V.C. Jordan,
Jr., Byrne Litschgi, Charles W. Poe, William F. Poe, Jr., and Bernard H.
Mizel) that are identical in all material respects to Exhibit 10g except for
the parties involved and the dates executed.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of 1994.
9
11
SCHEDULE II
POE & BROWN, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
COLUMN C
-----------------------------
ADDITIONS
COLUMN B -----------------------------
-------- COLUMN E
BALANCE (1) (2) --------
AT ---------- ---------------- COLUMN D BALANCE
COLUMN A BEGINNING CHARGED TO CHARGED TO ------------- AT
-------------------------------- OF COST AND OTHER ACCOUNTS-- DEDUCTIONS -- END OF
DESCRIPTION PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
-------------------------------- -------- ---------- ---------------- ------------- --------
Year ended December 31, 1994
Deducted from asset account:
Allowance for doubtful
accounts................. $435,000 $ 19,000 $ -- $ 385,000(A) $69,000
-------- ---------- ---------------- ------------- --------
Year ended December 31, 1993
Deducted from asset account:
Allowance for doubtful
accounts................. $590,000 $562,000 $ -- $ 717,000(A) $435,000
-------- ---------- ---------------- ------------- --------
Year ended December 31, 1992
Deducted from asset account:
Allowance for doubtful
accounts................. $250,000 $318,000 $ -- $ 409,000(A) $590,000
-------- ---------- ---------------- ------------- --------
---------------
(A) Uncollectible accounts written off, net of recoveries.
10
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
POE & BROWN, INC.
Registrant
By: /s/ J. HYATT BROWN
------------------------------------
J. Hyatt Brown
Chief Executive Officer
Date: March 29, 1995
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------------ --------------
/s/ J. HYATT BROWN Chairman of the Board, March 29, 1995
--------------------------------------------- President and Chief
J. Hyatt Brown Executive Officer (Principal
Executive Officer)
/s/ SAMUEL P. BELL, III Director March 29, 1995
---------------------------------------------
Samuel P. Bell, III
/s/ BRUCE G. GEER Director March 29, 1995
---------------------------------------------
Bruce G. Geer
/s/ JIM W. HENDERSON Director March 29, 1995
---------------------------------------------
Jim W. Henderson
/s/ KENNETH E. HILL Director March 29, 1995
---------------------------------------------
Kenneth E. Hill
/s/ THEODORE J. HOEPNER Director March 29, 1995
---------------------------------------------
Theodore J. Hoepner
/s/ CHARLES W. POE Director March 29, 1995
---------------------------------------------
Charles W. Poe
/s/ WILLIAM F. POE, SR. Director March 29, 1995
---------------------------------------------
William F. Poe, Sr.
/s/ WILLIAM F. POE, JR. Director March 29, 1995
---------------------------------------------
William F. Poe, Jr.
/s/ TIMOTHY L. YOUNG Vice President and Chief March 29, 1995
--------------------------------------------- Financial Officer (Principal
Timothy L. Young Financial and Accounting
Officer)
11
13
EXHIBIT INDEX
3a Certificate of Incorporation of the Registrant, as last amended on April 28, 1993.
4 Revolving Loan Agreement dated November 9, 1994, by and among the Registrant and
SunBank, National Association.
10a(4) Lease agreement for office space at Landmark Centre, Tampa, Florida, dated February
1995, between Southeast Financial Center Associates, as landlord and Registrant, as
tenant.
10n Promissory Note and Security Agreement, dated January 20, 1995, between William F. Poe Sr., and
the Registrant.
11 Statement Re: Computation of Per Share Earnings.
13 Portions of Registrant's 1994 Annual Report to Shareholders (not deemed "filed" under the
Securities Exchange Act of 1934, except for those portions specifically incorporated
by reference herein).
23 Consent of Ernst & Young LLP.
27 Financial Data Schedule (for SEC purposes).