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                                                                   Exhibit 99

                                   IN THE CIRCUIT COURT OF THE
                                   SECOND JUDICIAL CIRCUIT, IN
                                   AND FOR LEON COUNTY, FLORIDA

STATE OF FLORIDA, ex rel.,    )    CIVIL ACTION NO.:  97-997
The Department of Insurance,       
                              )    FLA. BAR NO.:  0221791
     Relator,                                     0980188
                              )                   0347108
vs.
                              )
PCA PROPERTY & CASUALTY       
INSURANCE COMPANY, a          )
Florida corporation,                    
                              )
     Respondent.                   
                              


           VERIFIED PETITION FOR ORDER TO SHOW CAUSE,
            INJUNCTION AND NOTICE OF AUTOMATIC STAY
        -----------------------------------------------

     The State of Florida, ex. rel., the Department of Insurance (herein
"Department"), by counsel, applies to the Court for the entry of an Order to
Show Cause on the appointment of receiver for purposes of rehabilitation and
giving notice of automatic stay, and as grounds therefor says:

     1.   PCA PROPERTY & CASUALTY INSURANCE COMPANY, (herein "Respondent") is 
a Florida corporation with its principal place of business at 260 Wekiva 
Springs Road, Suite 200, Longwood, Florida 32779, and is a domestic insurer 
authorized to transact an insurance business in this state.

     2.   This Court has jurisdiction of this matter pursuant to Section
631.021, Florida Statutes.  That section further provides 

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that venue of a delinquency proceeding against a domestic insurer shall be in 
the Circuit Court of Leon County.

     3.   Under Section 631.031, Florida Statutes, the Department is 
empowered to apply to this  Court for an Order directing the Respondent to 
show cause why the Department should not be appointed Receiver of the 
Respondent for the purposes of rehabilitation or liquidation under any of the 
grounds set out in Sections 631.051, or 631.061 Florida Statutes.  Section 
631.031, Florida Statutes, further provides on the return of such order to 
show cause, and after full hearing, the court shall either grant or deny the 
application together with such other relief as the nature of the case and the 
interests of the policyholders, creditors, stockholders, members, 
subscribers, or public may require.

     4.   The Department has found that grounds exist pursuant to Sections 
631.051 and 631.061, Florida Statutes, for the entry of an Order to Show 
Cause why the Department should not be appointed the Receiver of Respondent 
for purposes of rehabilitation.  Respondent is impaired or insolvent within 
the meaning of the provisions of Section 631.061, Florida Statutes, and has 
admitted to being insolvent as set out herein and in "Exhibit A" attached 
hereto and incorporated herein by reference.

     5.   The Respondent has been found by the Department to be in such a 
condition and has used such methods and practices in the conduct of its 
business to render its further transaction of 

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insurance business presently and prospectively hazardous to its 
policyholders, creditors and the public as set forth in Section 631.051 (3), 
Florida Statutes.

     6.   Respondent filed a sworn quarterly financial statement with the 
Department as of September 30, 1996.  In that sworn statement Respondent 
admitted to be impaired and insolvent, indicating a negative surplus of 
($48,313,549.00).  In order to attempt to work with Respondent in an attempt 
to resolve this admitted  insolvency, the Department placed Respondent under 
Administrative Supervision pursuant to Section 624.81, Florida Statues in 
November, 1996.  A copy of that Order is attached hereto as "Exhibit B" and 
incorporated herein by reference.  The efforts by Respondent to cure this 
insolvency have failed.  On February 20, 1997, Respondent's parent issued a 
press release, which it corrected on February 21, 1997 (see Composite 
"Exhibit C" attached hereto and incorporated herein by reference).  In the 
initial release, Respondent's parent admitted that preliminary reports from 
its actuaries were causing it "to take an additional fourth quarter charge of 
approximately $60,000,000.00 against its worker's compensation subsidiary." 
That "subsidiary" is the Respondent.  The subsequent release reported on 
February 21, 1997, corrected and adjusted this figure to $80,000,000.00.  
This indicates that the prior negative position reported in Respondent's 
sworn financial statement as of September 30, 1996, has deteriorated in the 
fourth 

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quarter of 1996 by an additional $80,000,000.00.  This, by Respondent's own 
publicly stated admission, would further reduce Respondent's surplus, as of 
December 31, 1996, to approximately a negative ($128,313,549.00).  The 
Department anticipates that the final numbers may show the actual deficiency 
to be even greater than admitted by Respondent at this time.

     7.   Section 624.418 (3), Florida Statues, provides that the "insolvency 
or impairment of an insurer constitutes an immediate serious danger to the 
public health, safety, or welfare."  Because of the extent of the financial 
impairment or insolvency of the Respondent, the Department has determined 
that the use of Administrative Supervision for a continued period of time is 
insufficient to cure the financial problems of the Respondent.  Respondent's 
further transaction of insurance business is presently and prospectively 
hazardous to its policyholders, creditors, and the public.  The Department 
believes that the authority to rehabilitate an insolvent insurer granted to 
it under Chapter 631, Florida Statutes, would better assist the Respondent 
and protect its policyholders, creditors, and the public in attempting to 
correct the financial problems of the Respondent.

     8.   In order to maintain the status quo and assist the Department in 
obtaining additional documentation regarding the financial condition of the 
Respondent, the Department recommends that the Agreement for Supervision 
remain in full force and effect 

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until superseded by the Department's appointment as Receiver of Respondent.

     9.   Section 631.041 (1), Florida Statutes, provides that the 
Department's petition for an order to show cause operates as an automatic 
stay of judicial and administrative actions against the insurer and its 
assets.  Notice of the automatic stay should be contained within the order to 
show cause.

     10.  A receivership is an in rem action.  The assets of the estate are 
within the constructive possession and control of the Court.  In order to 
provide the Court with tools to safeguard those assets, Sections 631.041 (3) 
and (4), Florida Statutes, authorize this court to enter certain injunctions 
to preserve the remaining assets of the insurer.  Section 631.021, Florida 
Statutes, further provides the Court with the authority to make all necessary 
or proper orders to carry out the purposes of this chapter.  The stated 
purpose of Chapter 631, Florida Statutes, is contained in Section 631.001 
(4), Florida Statutes, specifically that purpose is to protect the interests 
of the insureds, creditors and the public generally.

     WHEREFORE, the Department respectfully moves the Court for an Order:

     11.  Directing the Respondent to appear before this Court on a short day
certain and show good cause, if any, as to why the Department should not be
appointed Receiver of Respondent for

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purposes of rehabilitation under the provisions of Chapter 631, Florida 
Statutes.

     12.  Directing that the Administrative Supervision of Respondent shall 
continue until further Order of the Court or the Department's appointment as 
Receiver of Respondent.

     13.  Giving notice of the automatic stay provisions of Section 
631.041(1), Florida Statutes.

     14.  Granting such other relief as the Court deems appropriate.

     AND FURTHER, at hearing or on consent of Respondent, if this Court 
determines that a receiver should be appointed, that the Court enter an order 
appointing the Department of Insurance as Receiver for Respondent for 
purposes of rehabilitation, and authorizing and directing that the Receiver:

     15.  Conduct the business of Respondent and take all steps as the Court 
may direct toward the removal of the causes and conditions which have made 
the order of rehabilitation necessary.

     16.  Take immediate possession of all Respondent's property, assets and 
estate, and all  other property of Respondent of every kind whatsoever and 
wheresoever located belonging to or in the possession of Respondent or its 
officers, directors, employees or agents, including but not limited to all 
offices maintained by Respondent, rights of action, books, papers, data 
processing records, evidences of debt, bank accounts, savings accounts, 
certificates of deposit, stocks, bonds, debentures and other 

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securities, mortgages, furniture, fixtures, office supplies and equipment, 
and all real property of the Respondent wherever situate, and to administer 
such assets as is required in order to comply with the directions contained 
in this Order, and to hold all other assets pending further order of this 
Court.

     17.  Proceed to collect any and all debts economically feasible to 
collect due and owing Respondent, including but not limited to funds or 
premiums held by agents of Respondent under agency contracts or otherwise.

     18.  Appoint one or more special agents and employ legal counsel, 
actuaries, accountants, clerks, consultants and assistants as it deems 
necessary and to fix and to pay the reasonable compensation and reasonable 
expenses thereof and all reasonable expenses of taking possession of the 
insurer, subject to approval by this Court at the time the Receiver accounts 
to the Court for such expenditures and compensation.

     19.  Reimburse employees, from the funds of this receivership, for their 
actual necessary and reasonable expenses incurred while traveling on the 
business of this receivership.

     20.  Commence and maintain all legal actions necessary for the conduct 
of the rehabilitation proceeding.

     21.  Not defend legal actions wherein Respondent or the Receiver is a 
party defendant, commenced either prior to or subsequent to this order, 
without authorization of this Court.  

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Except, however, in actions where Respondent is a nominal party, as in 
certain foreclosure actions and the action does not effect a claim against or 
adversely affect the assets of Respondent, the Receiver may file appropriate 
pleadings in its discretion.

     22.  Deposit funds and maintain bank accounts in accordance with Section 
631.221, Florida Statutes.

     23.  Take possession of all Respondent's securities on deposit with the 
Treasurer of Florida and liquidate or reinvest as much of the same as may be 
necessary, in its judgment, to best benefit the estate or to pay expenses as 
set forth above.

     24.  Apply to this Court for further instructions in the discharge of 
its duties.

AND FURTHER:

     25.  Pursuant to Section 631.391, Florida Statutes, any officer, director,
manager, trustee, attorney, agent, actuary, broker, employee, adjuster, or
affiliate of Respondent and any other person who possesses or possessed any
executive authority over or who exercises, or exercised, any control over any
segment of Respondent's affairs or its affiliates shall fully cooperate with the
Receiver under Chapter 631, Florida Statutes, or any investigation incidental to
this proceeding.  All attorneys employed by Respondent as of this date shall,
within 10 days notice of this Order, report to the Receiver on the name, company
claim number and status of each file they are handling on behalf of the
Respondent.  

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Said report shall also include an accounting of any funds received from or on 
behalf of the Respondent.  All attorneys employed by Respondent are hereby 
advised that pursuant to Section 631.011(15), Florida Statutes, a claim based 
on mere possession does not create a secured claim and all attorneys employed 
by Respondent, pursuant to IN RE THE RECEIVERSHIP OF SYNDICATE TWO, INC., 538 
So.2d 945 (Fla. 1st DCA 1989), who are in possession of litigation files or 
other material, documents or records belonging to or relating to work 
performed by the attorney on behalf of Respondent shall deliver such 
litigation files, material, documents or records intact and without purging 
to the Receiver, on request, notwithstanding any claim of a retaining lien 
which, if otherwise valid, shall not be extinguished by such delivery of 
documents.

     26.  All persons who have in their possession, custody or control, 
assets of the Respondent of any kind whatsoever and wherever situate, 
including but not limited to, monies, books or records, and personal or real 
property, are directed to deliver forthwith upon demand such assets or books 
and records to the Receiver.

     27.  Title to all property, real or personal, all contracts, rights of 
action and all books and records of Respondent, wherever located within or 
without this state, is vested by operation of law in the Receiver, pursuant 
to Section 631.141(2), Florida Statutes.

     28.  Upon request by the Receiver, any company providing 

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telephonic services to the Respondent shall provide a reference of calls from 
the number presently assigned to the Respondent to any such number designated 
by the Receiver or perform any other changes necessary to the conduct of the 
receivership.

     29.  Any entity furnishing water, electric, telephone, sewage, garbage 
or trash removal services to Respondent shall maintain such service and 
transfer any such accounts to the Receiver as of the date of the order of 
rehabilitation unless instructed to the contrary by the Receiver.

     30.  The United States Postal Service is directed to provide any 
information requested by the Receiver regarding the Respondent and to handle 
future deliveries of Respondent's mail as directed by the Receiver.

     31.  All policies of insurance or similar contracts of coverage issued 
or assumed by the Respondent (hereinafter referred to as "contracts") shall 
remain in full force and effect until further Order of this Court, except 
where canceled in the normal course of business or upon the normal expiration 
date thereof.  Any contract cancellations initiated by insureds shall be 
prospective only.

     32.  Any bank, savings and loan association, other financial institution,
or any other entity or person, which has on deposit or in its possession,
custody or control any funds, accounts and any other assets of the Respondent
shall immediately transfer title, custody and control of all such funds,
accounts or assets to the 

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Receiver, and is hereby instructed that the Receiver has absolute control 
over such accounts and other assets, and that the Receiver may change the 
name of such accounts and other assets, withdraw them from such bank, savings 
and loan association or other financial institution, or take any lesser 
action necessary for the proper conduct of the receivership.

     33.  No bank, savings and loan association, other financial institution, 
or any other person or entity shall exercise any form of set-off, alleged 
set-off, lien, or any form of self-help whatsoever or refuse to transfer any 
funds or assets to the Receiver's control without the permission of this 
Court.

     34.  Pursuant to Sections 631.041(3) and (4), Florida Statutes (1989), all
persons, firms, corporations and associations within the jurisdiction of this
Court, including, but not limited to Respondent, its officers, directors,
trustees, agents, affiliates, and employees are enjoined and restrained from the
further transaction of the insurance business of Respondent without written
permission of the Receiver; from doing, through acts of commission or omission,
or permitting to be done any action which might waste or otherwise dispose of
the books, records and assets of, or directly or indirectly relating to, the
Respondent; from denying the Receiver access to the books, records, and assets
of, or directly or indirectly relating to, the Respondent; from in any manner
interfering with the Receiver or the conduct of these proceedings; 

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from the removal, concealment or other disposition of the property, books, 
records, and accounts of, or directly or indirectly relating to, the 
Respondent; from the commencement or prosecution of any actions against the 
Respondent, the Receiver, or the agents or employees of the Receiver in their 
representative capacities, or the obtaining of preferences, judgments, writs 
of attachment or garnishment or other liens; and from the making of any levy 
or execution against Respondent or its property or assets.  Employees of 
affiliate corporations are hereby enjoined and restrained from doing, through 
acts of commission or omission, or permitting to be done any action which 
might waste or dispose of the books, records and assets of, or directly or 
indirectly relating to, the Respondent; from denying the Receiver access to 
the books, records, and assets of, or directly or indirectly relating to, the 
Respondent, including the books, records, and assets of the affiliate 
corporation; from in any manner interfering with the Receiver or the conduct 
of these proceedings; from the removal, concealment or other disposition of 
the property, books, records, and accounts of, or directly or indirectly 
relating to, the Respondent; from the commencement or prosecution of any 
actions, service of process, or subpoena against the Respondent, the 
Receiver, or the agents or employees of the Receiver in their representative 
capacities, or the obtaining of preferences, judgments, writs of attachment 
or garnishment or other liens; and

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from the making of any levy or execution against Respondent or its 
property or assets.

                             NOTICE OF AUTOMATIC STAY
                             ------------------------

     35.  Notice is hereby given that, pursuant to Section 631.041(1), 
Florida Statutes, the filing of the Department's petition for consent order 
herein operates as an automatic stay applicable to all persons and entities, 
other than the Receiver, which shall be permanent and survive the entry of 
this order, and which prohibits:

          a.   The commencement or continuation of judicial, administrative 
or other action or proceeding against the insurer or against its assets or 
any part thereof;

          b.   The enforcement of judgment against the insurer or an 
affiliate obtained either before or after the commencement of the delinquency 
proceeding;

          c.   Any act to obtain possession of property of the insurer;

          d.   Any act to create, perfect or enforce a lien against property 
of the insurer, except a secured claim as defined in Section 631.011(15), 
Florida Statutes;

          e.   Any action to collect assess or recover a claim against the 
insurer, except claims as provided for under Chapter 631;

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          f.   The set-off or offset of any debt owing to the insurer except 
offsets as provided in Section 631.281, Florida Statutes.

     36.  This Court retains jurisdiction of this cause for the purpose of 
granting such other and further relief as from time to time shall be deemed 
appropriate.

STATE OF FLORIDA

COUNTY OF LEON

     Before me, the undersigned authority, personally appeared WAYNE A. 
JOHNSON who was sworn and says the foregoing petition is true.

                              /s/ WAYNE A. JOHNSON
                              -----------------------------
                              WAYNE A. JOHNSON

     Sworn to and subscribed before me this 24th day of February, 1997, by 
Wayne A. Johnson.

                              /s/ Pamela Burleson Mills
                              NOTARY PUBLIC

     Personally known          OR produced Identification        
                     ---------                           -------
     Type of Identification produced                             
                                     ----------------------------

     DATED this 24th day of February, 1997.
                ---- 
                              FLORIDA DEPARTMENT OF INSURANCE
                              DIVISION OF REHABILITATION AND
                              LIQUIDATION
[seal]                        Post Office Box 110
                              Tallahassee, Florida  32302
                              (904) 922-3179

                              By /s/ DENNIS K. THREADGILL
                                 ---------------------------
                              DENNIS K. THREADGILL
                              ROBIN WESTCOTT and
                              MICHAEL L. BERRY
                              ATTORNEYS FOR DEPARTMENT

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