t64699_s3asr.htm
As filed with the Securities and Exchange Commission on March 4, 2009
Registration No. 333-______
 
   
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROWN & BROWN, INC.
(Exact name of Registrant as specified in its charter)
   
Florida
59-0864469
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
220 South Ridgewood Avenue
Daytona Beach, Florida 32114
(386) 252-9601
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
 
Laurel L. Grammig, Esq.
Vice President, Secretary and Chief Corporate Counsel
Brown & Brown, Inc.
3101 W. Martin Luther King, Jr. Blvd., Ste. 400
Tampa, Florida 33607
(813) 222-4277
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Chester E. Bacheller, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
Phone: (813) 227-8500
Fax: (813) 229-0134
 
 
          Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
 
 
          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
 
          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
 
          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
 
 
          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
 
          Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
       
 
Large accelerated filer x
  
Accelerated filer                     o
 
Non-accelerated filer   o
  
Smaller reporting company   o
 
CALCULATION OF REGISTRATION FEE
                 
Title of each class of securities
to be registered
  
Amount to be
registered
    
Proposed maximum
offering price
per unit
  
Proposed maximum
aggregate
offering price
  
Amount of
registration
fee
  
Debt Securities
Common Stock, par value $0.10 per share
Warrants
Units consisting of two or more of the above
        
(1) (2)
          
(1)
An indeterminate aggregate initial offering price or principal amount of debt securities, common stock, warrants, and units consisting of two or more of the above, as may from time to time be issued at indeterminate prices, is being registered hereby. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the entire registration fee.
   
(2)
Also includes such indeterminate principal amounts or number of debt securities or common stock as may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, warrants, or convertible or exchangeable debt securities. Separate consideration may or may not be received for any debt securities or any shares of common stock so issued upon conversion, exchange or redemption.
 

PROSPECTUS
 
Brown & Brown, Inc.
 
Debt Securities,
 
Common Stock
 
and
 
Warrants
 
 
          We may offer and sell from time to time, in one or more offerings: debt securities, common stock or warrants. Our common stock is traded on The New York Stock Exchange under the symbol “BRO.”
 
          This prospectus describes some of the general terms that may apply to these securities. We will provide specific terms of these securities in supplements to this prospectus. This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement. You should read this prospectus and any supplement carefully before you invest.
 
          Investing in our securities involves risk. See “Risk Factors” in any accompanying prospectus supplement and in any documents incorporated by reference in this prospectus or any accompanying prospectus supplement before investing in our securities.
 
          Our securities may be offered directly, through agents designated from time to time by us, or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of any of our securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth in the applicable prospectus supplement or other offering materials.
 
 
           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
The date of this prospectus is March 4, 2009.

 
 
 
 
TABLE OF CONTENTS
   
Page
     
ABOUT THIS PROSPECTUS
  
1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
  
1
BROWN & BROWN, INC.
  
2
RISK FACTORS
  
2
USE OF PROCEEDS
  
2
RATIO OF EARNINGS TO FIXED CHARGES
  
2
DESCRIPTION OF DEBT SECURITIES
  
3
DESCRIPTION OF CAPITAL STOCK
  
5
DESCRIPTION OF WARRANTS
  
5
LEGAL MATTERS
  
6
EXPERTS
  
6
WHERE YOU CAN FIND MORE INFORMATION
  
6
INCORPORATION BY REFERENCE
  
7
 
 
           You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement, or documents to which we otherwise refer you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
 
          The information in this prospectus or any supplement may not contain all of the information that may be important to you. You should read the entire prospectus and any supplement, as well as the documents incorporated by reference in the prospectus and any supplement, before making an investment decision.

 
i
 
 
ABOUT THIS PROSPECTUS
 
          This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”
 
          When used in this prospectus and any prospectus supplement, the terms “Brown & Brown,” “we,” “our,” “us” and the “Company” refer to Brown & Brown, Inc. and it subsidiaries. The following summary contains basic information about us. It likely does not contain all the information that is important to you. We encourage you to read this entire prospectus and the documents we have referred you to.
 
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
          Brown & Brown, Inc., together with its subsidiaries (collectively, “we”, “Brown & Brown” or the “Company”), make “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995, as amended, throughout this prospectus and in the documents we incorporate by reference into this prospectus. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about future events. Although we believe the expectations expressed in the forward-looking statements included in this prospectus and those reports, statements, information and announcements are based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ materially from the forward-looking statements in this report include the following items:
   
–
Material adverse changes in economic conditions in the markets we serve and in the general economy;
   
–
Future regulatory actions and conditions in the states in which we conduct our business;
   
–
Competition from others in the insurance agency, wholesale brokerage, insurance programs and service business;
   
–
A significant portion of business written by Brown & Brown is for customers located in California, Florida, Michigan, New Jersey, New York, Pennsylvania, Texas and Washington. Accordingly, the occurrence of adverse economic conditions, an adverse regulatory climate, or a disaster in any of these states could have a material adverse effect on our business;
   
–
The integration of our operations with those of businesses or assets we have acquired or may acquire in the future and the failure to realize the expected benefits of such integration; and
   
–
Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings.
 
          For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections contained in the documents incorporated by reference in this prospectus.
 
          Forward-looking statements that we make or that are made by others on our behalf are based on a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of their dates. We assume no obligation to update any of the forward-looking statements.

 
1
 

 
BROWN & BROWN, INC.
 
Our Business
 
          We are a diversified insurance agency, wholesale brokerage, programs and services organization. We market and sell to our customers insurance products and services, primarily in the property and casualty, and employee benefits areas. As an agent and broker, we do not assume underwriting risks. Instead, we provide our customers with quality insurance contracts, as well as other targeted, customized risk management products and services. Our business is divided into four reportable segments: the Retail Division, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, professional and individual customers; the Wholesale Brokerage Division, which markets and sells excess and surplus commercial and personal lines insurance and reinsurance, primarily through independent agents and brokers; the National Programs Division, which is comprised of two units - Professional Programs, which provides professional liability and related package products for certain professionals delivered through nationwide networks of independent agents, and Special Programs, which markets targeted products and services designed for specific industries, trade groups, public and quasi-public entities and market niches; and the Services Division, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare set-aside services.
 
RISK FACTORS
 
          Investing in our securities involves risk. Before making an investment decision, you should carefully consider the specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement and under the caption “Risk Factors” in our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, incorporated by reference in this prospectus.
 
USE OF PROCEEDS
 
          Unless otherwise indicated in a prospectus supplement, the net proceeds from the sale of securities offered by this prospectus will be used for general corporate purposes.
 
RATIO OF EARNINGS TO FIXED CHARGES
 
          The following table sets forth our ratio of earnings to fixed charges for the periods indicated.

     
For the Year Ended December 31,
  
     
2008
    
2007
    
2006
    
2005
    
2004
  
                                 
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
   
19.5
    
23.6
    
22.0
    
17.9
    
29.9
  
 
          For purposes of calculating the ratio of earnings to fixed charges, earnings is the amount resulting from (1) adding (a) pretax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, (d) distributed income of equity investees and (e) our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges and (2) subtracting (i) interest capitalized and (ii) the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. Fixed charges is the sum of (x) interest expensed and capitalized, (y) amortized premiums, discounts and capitalized expenses related to indebtedness and (z) an estimate of the interest within rental expense.

 
2
 

 
DESCRIPTION OF DEBT SECURITIES
 
          We may offer secured or unsecured debt securities which may be senior or subordinated, and which may be convertible. Any debt securities that we issue will be issued under an indenture to be entered into between us and a trustee. A form of indenture is attached as an exhibit to the registration statement of which this prospectus forms a part. The following description of the terms of the debt securities sets forth certain general terms and provisions. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which such general provisions may apply to the debt securities will be described in the related prospectus supplement.
 
          This prospectus summarizes what we believe to be the material provisions of the form of indenture attached as an exhibit to the registration statement of which this prospectus forms a part and that is incorporated herein by reference and the debt securities that we may issue under such form of indenture. This summary is not complete and may not describe all of the provisions of the indenture or of the debt securities that may be important to you. For additional information, you should carefully read the form of indenture that is attached as an exhibit to the registration statement of which this prospectus forms a part and that is incorporated herein by reference.
 
          In addition, when we offer to sell a particular series of debt securities, we will describe the specific terms of those debt securities in a supplement to this prospectus. The terms of such a particular series of debt securities may differ from the terms described in this prospectus. As a result, the particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the applicable prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the applicable prospectus supplement and to the following description.
 
General
 
          The debt securities may be issued in one or more series as may be authorized from time to time. Reference is made to the applicable prospectus supplement for the following terms of the debt securities (if applicable):
   
●
title and aggregate principal amount;
   
●
whether the securities will be senior or subordinated;
   
●
whether the securities will be secured or unsecured, and if secured, what the collateral will consist of;
   
●
applicable subordination provisions, if any;
   
●
conversion or exchange into other securities;
   
●
percentage or percentages of principal amount at which such securities will be issued;
   
●
maturity date(s);
   
●
interest rate(s) or the method for determining the interest rate(s);
   
●
dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
   
●
redemption (including upon a “change of control”) or early repayment provisions;
   
●
authorized denominations;
   
●
form;
   
●
amount of discount or premium, if any, with which such securities will be issued;
   
●
whether such securities will be issued in whole or in part in the form of one or more global securities;
   
●
identity of the depositary for global securities;
   
●
whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
   
●
the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;

 
3
 
 
●
any covenants applicable to the particular debt securities being issued;
   
●
any defaults and events of default applicable to the particular debt securities being issued;
   
●
currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such securities will be payable;
   
●
time period within which, the manner in which and the terms and conditions upon which the purchaser of the securities can select the payment currency;
   
●
securities exchange(s) on which the securities will be listed, if any;
   
●
whether any underwriter(s) will act as market maker(s) for the securities;
   
●
extent to which a secondary market for the securities is expected to develop;
   
●
our obligation or right to redeem, purchase or repay securities under a sinking fund, amortization or analogous provision;
   
●
provisions relating to covenant defeasance and legal defeasance;
   
●
provisions relating to satisfaction and discharge of the indenture;
   
●
provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; and
   
●
additional terms not inconsistent with the provisions of the indenture.
 
          One or more series of debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.
 
          United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.
 
          Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.
 
          The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency or units based on or relating to foreign currencies.
 
          We expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and any integral multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
 
Global Securities
 
          The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

 
4
 
 
Governing Law
 
          The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York.
 
DESCRIPTION OF CAPITAL STOCK
 
Common Stock
 
          We are authorized to issue 280,000,000 shares of common stock, $0.10 par value per share. Each holder of our common stock is entitled to one vote for each share held. Shareholders do not have the right to cumulate their votes in elections of directors. Accordingly, directors are elected by a plurality of the votes cast by the shares entitled to vote.
 
          Our common stock is listed on The New York Stock Exchange. Holders of our common stock will be entitled to dividends on a pro rata basis upon declaration of dividends by our board of directors. Dividends will be payable only out of unreserved and unrestricted surplus that is legally available for the payment of dividends. Dividends that may be declared on our common stock will be paid in an equal amount to the holder of each share. No pre-emptive rights are conferred upon the holders of such stock and there are no liquidation or conversion rights. There are no redemption or sinking fund provisions and there is no liability to further calls or to assessments by us. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual or legal restrictions and other factors deemed relevant by our board of directors. Upon our liquidation, holders of our common stock will be entitled to a pro rata distribution of our assets, after payment of all amounts owed to our creditors.
 
DESCRIPTION OF WARRANTS
 
          As of February 28, 2009, Brown & Brown has no warrants outstanding (other than options issued under its employee stock option plans). We may issue warrants for the purchase of debt securities or common stock. Warrants may be issued independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between Brown & Brown and a warrant agent specified in the applicable prospectus supplement. The warrant agent will act solely as an agent of Brown & Brown in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust for or with any holders of the warrants. Further terms of the warrants and the applicable warrant agreements will be set forth in the applicable prospectus supplement. Copies of the form of warrant agreement and warrant will be filed as exhibits to or incorporated by reference in the registration statement of which this prospectus forms a part, and the following summary is qualified in its entirety by reference to such exhibits.
 
          The applicable prospectus supplement will describe the terms of the warrants, including, where applicable, the following:
     
 
●
the title of the warrants;
     
 
●
the aggregate number of warrants;
     
 
●
the price or prices at which warrants will be issued;
     
 
●
the designation, terms and number of securities purchasable upon exercise of warrants;
     
 
●
the designation and terms of the securities, if any, with which warrants are issued and the number of warrants issued with each security;

 
5
 

 
●
the date, if any, on and after which warrants and the related securities will be separately transferable;
     
 
●
the price at which each security purchasable upon exercise of warrants may be purchased;
     
 
●
the date on which the right to exercise the warrants shall commence and the date on which that right shall expire;
     
 
●
the minimum and/or maximum amount of warrants which may be exercised at any one time;
     
 
●
information with respect to book-entry procedures, if any; and
     
 
●
any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
 
LEGAL MATTERS
 
          Holland & Knight LLP, Tampa, Florida will pass upon the validity of any securities offered under this prospectus and any prospectus supplement for Brown & Brown. Certain legal matters with respect to the validity of the securities offered under this prospectus and any prospectus supplement will be passed upon for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement.
 
EXPERTS
 
          The financial statements incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K and the effectiveness of Brown & Brown, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
 
WHERE YOU CAN FIND MORE INFORMATION
 
          We file annual, quarterly and special reports, proxy statements and other information with the SEC. This prospectus, which forms part of the registration statement, does not contain all of the information contained in the registration statement or the exhibits to the registration statement. You should note that where we summarize in this prospectus the material terms of any contract, agreement or other document filed as an exhibit to the registration statement, the summary information provided in this prospectus is less complete than the actual contract, agreement or document. You should refer to the exhibits filed with the registration statement for copies of the actual contract, agreement or document.
 
          For further information about our company and the securities offered in this prospectus, you should refer to the registration statement and its exhibits. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of any document we file at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also available on our website at http://www.bbinsurance.com; however, that information is not part of this prospectus.

 
6
 
 
INCORPORATION BY REFERENCE
 
          The information incorporated by reference is considered to be a part of this prospectus, and any later information that we file with the SEC will automatically update and supersede this information. The documents and other information incorporated by reference are:
     
 
●
Annual Report on Form 10-K for the year ended December 31, 2008.
     
 
●
All documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering of the securities described in this prospectus (other than any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless we specifically state in such Current Report that such information is to be considered “filed” under the Exchange Act, or we incorporate it by reference into a filing under the Securities Act of 1933, amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
 
          Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
          Notwithstanding the foregoing, we are not incorporating any document or information that we deemed within a Current Report on Form 8-K or Form 8-K/A to have been furnished and not filed in accordance with SEC rules. You can obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s web site at the address described above. Documents incorporated by reference are also available from us without charge excluding any exhibits to those documents. You can request those documents by visiting our website at http://www.bbinsurance.com, by calling (813) 222-4100, or by making a written request to our Corporate Secretary at:
 
Brown & Brown, Inc.
Attention: Laurel L. Grammig, Esq., Vice President, Secretary and Chief Corporate Counsel
3101 W. Martin Luther King, Jr. Blvd., Ste. 400
Tampa, Florida 33607
 
          Please note that information contained in our website, whether currently posted or posted in the future, is not a part of this prospectus or the documents incorporated by reference in this prospectus.

 
7
 
 
 
Brown & Brown, Inc.
 
Debt Securities, Common Stock
and Warrants
 
 
Prospectus
 
 
March 4, 2009
 

 
 
 
 
Part II
 
Information Not Required In Prospectus
 
Item 14. Other Expenses of Issuance and Distribution.
 
          All expenses in connection with the issuance and distribution of the securities being registered will be paid by Brown & Brown. The following is an itemized statement of these expenses:
         
SEC Registration Fee
  
$
(1) (2
)
Legal Fees and Expenses
  
$
(2
)
Accounting Fees and Expenses
  
$
(2
)
Indenture Trustees’ Fees and Expenses
  
$
(2
)
Printing, Engraving and Mailing Expenses
  
$
(2
)
Rating Agency Fees
  
$
(2
)
Miscellaneous
  
$
(2
)
         
Total
  
$
(2
)
 
(1) Under Rules 456(b) and 457(r) under the Securities Act, the registration fee will be paid at the time of any particular offering of securities under this Registration Statement.
 
(2) The amount of these fees and expenses is not currently determinable.
 
Item 15. Indemnification of Directors and Officers.
 
          Brown & Brown is a Florida corporation. Reference is made to Section 607.0850 of the Florida Business Corporation Act, which permits, and in some cases requires, indemnification of directors, officers, employees, and agents of Brown & Brown, under certain circumstances and subject to certain limitations.
 
          Under Article VII of Brown & Brown’s Bylaws, Brown & Brown is required to indemnify its officers and directors, and officers and directors of certain other corporations serving as such at the request of Brown & Brown, against all costs and liabilities incurred by such persons by reason of their having been an officer or director of Brown & Brown or such other corporation, provided that such indemnification shall not apply with respect to any matter as to which such officer or director shall be finally adjudged to have been individually guilty of gross negligence or willful malfeasance in the performance of his or her duties as a director or officer, and provided further that the indemnification shall, with respect to any settlement of any suit, proceeding, or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, proceeding, or claim when, in the judgment of the board of directors, such settlement and reimbursement appeared to be in the best interests of Brown & Brown.
 
          Brown & Brown has purchased insurance with respect to, among other things, liabilities that may arise under the statutory provisions referred to above.
 
          The general effect of the foregoing provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.

 
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Item 16. Exhibits and Financial Statement Schedules
 
          (a) Exhibits:
 
Exhibit
Number
  
Description
     
1.1
  
Form of Underwriting Agreement.*
     
4.1
  
Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003), and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999).
     
4.2
  
Bylaws (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2002).
     
4.3
  
Form of Certificate for Shares of Brown & Brown’s Common Stock.
     
4.4
  
Form of Indenture.
     
4.5
  
Form of Debt Security.*
     
4.6
  
Form of Warrant.*
     
4.7
  
Form of Warrant Agreement.*
     
4.8
  
Form of Unit.*
     
5.1
  
Opinion of Holland & Knight LLP.
     
12.1
  
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
     
23.1
  
Consent of Deloitte & Touche LLP, independent certified public accountants.
     
23.2
  
Consent of Holland & Knight LLP (included in opinion filed as Exhibit 5.1).
     
24.1
  
Power of Attorney of certain directors and officers of Brown & Brown.
     
25.1
  
Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939.*

*
To be filed with a Current Report on Form 8-K or a Pre-Effective or Post-Effective Amendment to this registration statement.
 
Item 17. Undertakings
       
 
(A) The undersigned registrant hereby undertakes:
       
 
          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
       
   
          (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
       
   
          (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 
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          (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
       
   
          provided, however, that clauses (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
       
 
          (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
       
 
          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
       
 
          (4) That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:
       
   
          (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
       
   
          (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
       
 
          (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
       
 
     The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
       
   
          (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
       
   
          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by the undersigned Registrant;

 
II-3
 

   
          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
       
   
          (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
       
 
          (6) That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
       
          (B) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
       
          (C) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
       
          (D) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 
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SIGNATURES
 
          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Daytona Beach, State of Florida, on March 4, 2009.
     
 
BROWN & BROWN, INC.
   
 
By:
                    *
   
J. Hyatt Brown
   
Chief Executive Officer
 
 
          Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on March 4, 2009.
     
 
Signature
      
Title
  
     
*
  
Chairman of the Board and
J. Hyatt Brown
  
Chief Executive Officer
   
(Principal Executive Officer)
     
*
  
Senior Vice President, Treasurer and
Cory T. Walker
  
Chief Financial Officer (Principal Financial and Accounting Officer)
     
*
  
Vice Chairman of the Board and
Jim W. Henderson
  
Chief Operating Officer
     
*
  
Director
Samuel P. Bell, III
    
     
*
  
Director
Hugh M. Brown
    
     
*
  
President and Director
J. Powell Brown
    
     
*
  
Director
Bradley Currey, Jr.
    
 
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*
  
Director
Theodore J. Hoepner
    
   
 
*
  
Director
Toni Jennings
    
     
*
  
Director
Wendell S. Reilly
    
     
*
  
Director
John R. Riedman
    
     
*
  
Director
Jan E. Smith
    
     
*
  
Director
Chilton D. Varner
    

   
*By:
  /S/ LAUREL L. GRAMMIG
   
Laurel L. Grammig
Attorney-In-Fact
 
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Exhibit Index
     
Exhibit
Number
  
Description
     
1.1
  
Form of Underwriting Agreement.*
     
4.1
  
Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003), and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999).
     
4.2
  
Bylaws (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2002).
     
4.3
  
Form of Certificate for Shares of Brown & Brown’s Common Stock.
     
4.4
  
Form of Indenture.
     
4.5
  
Form of Debt Security.*
     
4.6
  
Form of Warrant.*
     
4.7
  
Form of Warrant Agreement.*
     
4.8
  
Form of Unit.*
     
5.1
  
Opinion of Holland & Knight LLP.
     
12.1
  
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
     
23.1
  
Consent of Deloitte & Touche LLP, independent certified public accountants.
     
23.2
  
Consent of Holland & Knight LLP (included in opinion filed as Exhibit 5.1).
     
24.1
  
Power of Attorney of certain directors and officers of Brown & Brown.
     
25.1
  
Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939.*

*
To be filed with a Current Report on Form 8-K or a Pre-Effective or Post-Effective Amendment to this registration statement.
 
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