8-K 1 0001.txt ________________________ |OMB APPROVAL | |________________________| |OMB Number: 3235-0060 | |________________________| |Expires: March 31, 2003 | |________________________| |Estimated average burden| |hours per response: 1.25| |________________________| 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.