UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 2)
FIRST AMERICAN CAPITAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31848M 10 2
(CUSIP Number)
James H. Ingraham, General Counsel
Brooke Corporation
10950 Grandview Drive
Suite 600
Overland Park, KS 66210
(800) 642-1872
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 2, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 31747M10 2
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Brooke Corporation I.R.S. No. 48-1009756 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds (See Instructions)
N/A |
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| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
USA, a Kansas corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
-0- 8. Shared Voting Power
-0- 9. Sole Dispositive Power
-0- 10. Shared Dispositive Power
-0- |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
-0- |
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 13. | Percent of Class Represented by Amount in Row (11)
-0- |
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| 14. | Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 31848M 10 2 | Page 3 of 6 Pages |
This Amendment No. 2 amends the Schedule 13D previously filed by the Brooke Corporation with the Securities and Exchange Commission on November 13, 2003 (the “Schedule 13D”), as previously amended by Amendment No. 1 to the Schedule 13D previously filed by Brooke Corporation on July 12, 2004, and is being filed by the Brooke Corporation in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information which has materially changed since the filing of the Amendment No. 1 to the Schedule 13D. The items identified below, or the paragraphs of such items, are amended as set forth below. Except as specifically amended by this Amendment No. 2, the Schedule 13D, as heretofore amended, remains in full force and effect.
| Item 1. | Security and Issuer |
| Item 2. | Identity and Background |
| (a) | Name: Brooke Corporation |
| (b) | Address: 10950 Grandview Dr., Suite 600, Overland Park, KS 66210 |
| (c) | Occupation: Franchising, facilitator services (e.g. business consulting and lending), and insurance brokerage services. The principal place of business is 10950 Grandview Dr., Suite 600, Overland Park, KS 66210. |
| (d)-(e) | Sanctions: During the last five years, Brooke Corporation has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has Brooke Corporation, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, a result of which was to subject it to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | Citizenship: United States of America (Place of formation: State of Kansas) |
Schedule A to this Statement contains a list of information regarding the executive officers and directors of Brooke Corporation required by General Instruction C to this Statement, which Schedule A is incorporated herein by reference with respect to each officer and director of Brooke Corporation.
| Item 3. | Source and Amount of Funds or Other Considerations |
| Item 4. | Purpose of Transaction |
| CUSIP No. 20651H 10 2 | Page 4 of 6 Pages |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Aggregate Number and Percentage of Common Stock Beneficially Owned: no shares of common stock or 0% of Issuer’s common shares outstanding |
| (b) | Number of shares of common stock over which Brooke Corporation has |
| (i) |
sole power to vote or direct the vote: | None | ||||||
| (ii) |
shared power to vote or direct the vote: | None | ||||||
| (iii) |
sole power to dispose or direct the disposition of: | None | ||||||
| (iv) |
shared power to dispose or direct the disposition of: | None |
| (c) | On March 2, 2005, Brooke Corporation sold its 450,500 shares of First American Capital Corporation (“FACC”) common stock to FACC in a privately negotiated transaction, receiving $770,355 in cash ($1.71 per share), along with warrants to purchase up to 150,000 shares of FACC common stock at prices ranging from $1.71 per share to $5.00 per share. Brooke Credit Corporation, the finance subsidiary of Brooke Corporation, financed $570,355 of FACC’s cash purchase and intends to sell the loan to an unaffiliated investor. The warrants received in the transaction are exercisable in 2012 or immediately prior to any earlier change of control involving FACC, are subject to certain covenants and conditions, and expire no later than 2015. |
| (d) | None. |
| (e) | March 2, 2005. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| Item 7. | Material to be Filed as Exhibits |
Schedule A Brooke Corporation Executive Officers and Directors
| CUSIP No. 20651H 10 2 |
Page 5 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| March 3, 2005 |
| Date |
| BROOKE CORPORATION |
| /s/ Anita F. Larson |
| Anita F. Larson, President and Chief Operating Officer |
| Page 6 of 6 Pages |
SCHEDULE A
| Name & Address* |
Business Information |
Citizenship | ||
| Robert D. Orr | Director, Chairman of the Board and Chief Executive Officer | U.S.A. | ||
| Leland G. Orr | Director, Chief Financial Officer, Treasurer and Assistant Secretary | U.S.A. | ||
| Anita F. Larson | Director, President and Chief Operating Officer | U.S.A. | ||
| John L. Allen 100 Main Street Cincinnati, OH 45202 |
Director | U.S.A. | ||
| Joe L. Barnes 108 East Third Street Smith Center, KS 66967 |
Director | U.S.A. | ||
| Derrol D. Hubbard 73-405 El Paseo, #32-D Palm Desert, CA 92260 |
Director | U.S.A. | ||
| Michael S. Hess | President, Brooke Brokerage Corporation and CJD & Associates, L.L.C. | U.S.A. | ||
| Michael S. Lowry | President, Brooke Credit Corporation | U.S.A. | ||
| Shawn T. Lowry | President, Brooke Franchise Corporation | U.S.A. | ||
| Daniel M. Berger | Vice President | U.S.A. | ||
| James H. Ingraham | General Counsel and Secretary | U.S.A. | ||
* if no address is indicated, the address is 10950 Grandview Drive, Suite 600, Overland Park, KS 66210.