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                                     Filer: Brown & Brown, Inc.
                                     Subject Company: Golden Gate Holdings, Inc.
                                     Commission File No.: 333-67418

   This communication is filed pursuant to Rules 165 and 425 promulgated under
                     the Securities Act of 1933, as amended


                              GOLDEN GATE HOLDINGS
                       4040 CIVIC CENTER DRIVE, SUITE 520
                          SAN RAFAEL, CALIFORNIA 94903

                            NOTICE OF POSTPONEMENT OF
                         SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Golden Gate Holdings, Inc.:

         Notice is hereby given that the special meeting of shareholders of
Golden Gate Holdings, Inc. to be held on Friday, August 31, 2001, at 10:00 a.m.,
Pacific Time, is canceled. We currently are planning towards scheduling a
special meeting of shareholders on September 21, 2001, and completing the merger
on October 1, 2001. Once a new special meeting date is set, we anticipate
sending you a notice of the special meeting, along with a copy of the proxy
statement/prospectus and voting materials, at least 20 days prior to the date of
the special meeting.

         We called the special meeting to consider and vote upon a proposal to
approve and adopt an Agreement and Plan of Reorganization, dated as of July 25,
2001, as amended, among Brown & Brown, Inc. ("Brown & Brown"), and Golden Gate
Holdings, Inc.

         Brown & Brown filed a registration statement with the Securities and
Exchange Commission ("SEC") to register the shares of Brown & Brown common stock
to be received by you in exchange for your shares of Golden Gate Holdings common
stock. The SEC has not yet completed its monitoring of the registration
statement, and Brown & Brown cannot issue any such shares to you and the merger
cannot be completed until after the SEC declares the registration statement
effective. Brown and Brown currently believes its discussions with the SEC
regarding the registration statement are nearing conclusion. However, we cannot
predict when the SEC may declare the registration statement effective. Once the
registration statement is declared effective, we will send another notice of
special meeting of shareholders setting forth the definitive date and time of
the special meeting.

         THE REGISTRATION STATEMENT FILED BY BROWN & BROWN WITH THE SEC CONTAINS
A PROXY STATEMENT/PROSPECTUS TO BE USED BY GOLDEN GATE HOLDINGS, INC. IN
CONNECTION WITH ITS SOLICITATION OF SHAREHOLDER APPROVAL OF THE PROPOSED MERGER,
AS WELL AS OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED MERGER. YOU ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IN THEIR
ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
REGARDING BROWN & BROWN, GOLDEN GATE HOLDINGS, INC., THE PROPOSED MERGER AND
INSTRUCTIONS AS TO HOW TO VOTE YOUR SHARES OF GOLDEN GATE HOLDINGS, INC. COMMON
STOCK.

         YOU CAN OBTAIN A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS INCLUDED
IN THE REGISTRATION STATEMENT, AS WELL AS OTHER FILINGS CONTAINING INFORMATION
ABOUT BROWN & BROWN, AT THE SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV). COPIES OF
THE PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO BROWN & BROWN, INC., ATTN: CORPORATE SECRETARY, 401 EAST
JACKSON STREET, SUITE 1700, TAMPA, FLORIDA 33602 (813-222-4100), OR TO GOLDEN
GATE HOLDINGS, INC., ATTN: BRUCE RICCI, 4040 CIVIC CENTER DRIVE, SUITE 520, SAN
RAFAEL, CALIFORNIA (415)479-1800.



                                       By order of the Board of Directors,

                                       /s/ Marie Cavanagh
                                       ----------------------------------
                                       Secretary
SAN RAFAEL, CALIFORNIA
AUGUST 24, 2001