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SECURITIES AND EXCHANGE COMMISSION
Kansas | 6411 | 48-1009756 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code No.) | (I.R.S. Employer Identification No.) |
Overland Park, Kansas 66210
(913) 661-0123
(Address including zip code, area code and
telephone number, of Registrant’s principal executive offices)
Chief Executive Officer, President and Vice Chairman of the Board
8500 College Boulevard
Overland Park, Kansas 66210
(913) 661-0123
(Name, address, including zip code, area code
and telephone number of agent for service)
Robert J. Ahrenholz, Esq. | Carl Baranowski, General Counsel | |
Kutak Rock LLP | Brooke Corporation | |
1801 California Street, Suite 3100 | 8500 College Boulevard | |
Denver, Colorado 80202 | Overland Park, Kansas 66210 | |
(303) 297-2400 | (913) 661-0123 |
box.o
Proposed | ||||||||||||||
Title of each class | Amount | maximum | Proposed maximum | Amount of | ||||||||||
of securities to | to be | offering price | aggregate offering | registration | ||||||||||
be registered(1) | registered | per share | price | fee(3) | ||||||||||
Common Stock, $0.01 par value per share | 15,934,706 | $0.965(5) | $15,376,991(2) | $604.32 | ||||||||||
Rights to purchase Common Stock, par value $0.01 per share | 15,934,706 | N/A | N/A | $0.00(4) | ||||||||||
(1) | This registration statement relates to (a) non-transferable rights to purchase Common Stock of Brooke Corporation, or the Registrant, which rights will be issued to holders of Common Stock and holders of series 2006 preferred stock of the Registrant and (b) the Common Stock deliverable upon the exercise of the non-transferable rights pursuant to the rights offering. This registration statement also covers any additional number of Common Stock as may become issuable pursuant to Rule 416 due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers, reorganizations, combinations or exchanges or other similar events. | |
(2) | Represents the aggregate gross proceeds from the exercise of the maximum number of rights that may be issued. | |
(3) | Registration fee calculations are based on the filing fee of $39.30 per $1,000,000 of securities registered. | |
(4) | The rights are being issued for no consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, as amended, no separate registration fee is payable. | |
(5) | Calculated as of May 27, 2008 pursuant to prices of the Registrant’s common stock as reported by the NASDAQ Global Market as of such date. |
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The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted until that registration statement becomes effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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• | prevailing economic conditions, either nationally or locally in some or all areas in which we conduct business or conditions in the securities markets or the banking industry; | ||
• | changes in interest rates, deposit flows, loan demand, real estate values and competition, which can materially affect, among other things, consumer banking revenues, origination levels in our lending businesses and the level of defaults, losses and prepayments on loans made by us, whether held in portfolio or sold in the secondary markets; | ||
• | operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems, on which our banking segment is highly dependent; | ||
• | changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; risks and uncertainties related to mergers and related integration and restructuring activities; conditions in the securities markets or the banking industry; | ||
• | our borrowers’ financial performance and their potential ability to repay amounts due to us; | ||
• | inability to fund our loans through sales to third parties; | ||
• | inability to secure the lines of credit and additional sources of funding necessary to accommodate our growth; | ||
• | certain assumptions regarding the profitability of our securitizations, loan participations, warehouse lines of credit and other funding vehicles, which may not prove to be accurate; | ||
• | the value of the collateral securing our loans; | ||
• | potential litigation and regulatory proceedings regarding commissions, fees, contingency payments, profit sharing and other compensation paid to brokers or agents; | ||
• | dependence on key personnel; and | ||
• | the level of expenditures required to comply with the Sarbanes-Oxley Act and the potential material adverse effects of not complying with the Sarbanes-Oxley Act. |
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• | deliver payment in full for the exercise of your basic subscription rights and over-subscription rights by cashier’s or certified check drawn upon a United States bank payable to “American Stock Transfer & Trust Company, as Subscription Agent” or by wire transfer of immediately available funds, to the subscription account maintained by the subscription agent at JP Morgan Chase Bank, ABA #021000021, Account No. 957-341-237; and | ||
• | deliver a properly completed rights certificate to American Stock Transfer & Trust Company, who is the subscription agent, before 5:00 p.m., Eastern Daylight Time, on ___, 2008, unless extended. |
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Banks & Brokers call (201) 806-7300
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Securities offered | We are distributing to you, at no charge, one non-transferable subscription right for every share of our common stock that you owned (or in the case of series 2006 preferred stock and series 2006 warrants, one subscription right for every share of common stock issuable upon conversion or exercise) at 5:00 p.m., Eastern Daylight Time, on ___ __, 2008, either as a holder of record or, in the case of shares held of record by brokers, banks or other nominees, on your behalf, as a beneficial owner of such shares. | |
Basic subscription privilege | Each right gives you the opportunity to purchase one share of our common stock for $ per share. | |
Over-subscription privilege | If you elect to exercise your basic subscription privilege in full, you may also subscribe for additional shares (up to the number of shares for which you subscribed under |
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your basic subscription privilege) at the same subscription price per share. If an insufficient number of shares are available to satisfy fully the over-subscription privilege requests, the available shares will be distributed proportionately among rights holders who exercised their over-subscription privilege based on the number of shares each rights holder subscribed for under the over-subscription privilege. The subscription agent will return any excess payments by mail without interest or deduction promptly after the expiration of the rights offering. | ||
Record date | 5:00 p.m. Eastern Daylight Time on ___ __, 2008. | |
Expiration date | 5:00 p.m. Eastern Daylight Time on ___ __, 2008, unless extended by us, in our sole discretion. Any rights not exercised at or before that time will expire without any payment to the holders of those unexercised rights. | |
Subscription price | $___ per share, payable in cash, except as described below. | |
Use of proceeds | Assuming full participation, the proceeds from the rights offering is expected to be $ million in cash, before deducting expenses relating to the rights offering. The proceeds from the rights offering will be used for general corporate purposes including providing financing to our subsidiaries for general operating purposes. In addition, Brooke Holdings, Inc., our largest shareholder who owned 44.2% of our outstanding common stock as of May 27, 2008, intends to retire outstanding debt currently outstanding in the amount of approximately $11,500,000 as payment for exercise of its basic subscription privilege and may also retire additional outstanding debt to the extent it exercises its over-subscription privilege. Thus, for those rights exercised by Brooke Holdings, Inc., we will retire a portion of the outstanding indebtedness owned by Brooke Holdings, Inc. in lieu of receiving cash. | |
Non-transferability of rights | The subscription rights may not be sold, transferred or assigned (except by operation of law) and will not be listed for trading on the NASDAQ Global Market or on any stock exchange or market or on the OTC Bulletin Board. | |
No board recommendation | Our board of directors makes no recommendation to you about whether you should exercise any rights. You are urged to make an independent investment decision of whether to exercise your rights based on your own assessment of our business and the rights offering. Please see the section of this prospectus entitled “RISK FACTORS” for a discussion of some of the risks involved in investing in our common stock. | |
No revocation | If you exercise any of your rights, you will not be |
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permitted to revoke or change the exercise or request a refund of monies paid. | ||
U.S. federal income tax considerations | A holder of common stock should not recognize income or loss for United States federal income tax purposes in connection with the receipt or exercise of subscription rights in the rights offering. A holder of series 2006 securities may recognize dividend income for federal income tax purposes in connection with the receipt of subscription rights, but should not recognize income or loss for federal income tax purposes in connection with the exercise of the subscription rights. You should consult your tax advisor as to the particular consequences to you of the rights offering. For a detailed discussion, see “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.” | |
Extension, withdrawal, termination and amendment | The period for exercising your subscription rights may be extended by our board of directors, although we do not presently intend to do so. Our board of directors may withdraw or terminate the rights offering in its sole discretion at any time on or before the expiration of the rights offering for any reason (including, without limitation, a change in the market price of our common stock). In the event that the rights offering is withdrawn or terminated, all funds received from subscriptions by shareholders will be returned. Interest will not be payable on any returned funds. We also reserve the right to amend the terms of the rights offering. | |
Procedure for exercising rights | If you are the record holder of shares of our common stock, to exercise your rights you must complete the rights certificate and deliver it to the subscription agent, American Stock Transfer & Trust Company, together with full payment for all the subscription rights you elect to exercise. The subscription agent must receive the proper forms and payments on or before the expiration of the rights offering. You may deliver the documents and payments by mail or commercial courier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares of our common stock, you should instruct your broker, custodian bank or nominee in accordance with the procedures described in the section of this prospectus entitled “THE RIGHTS OFFERING—Beneficial Owners.” | |
Subscription agent | American Stock Transfer & Trust Company. | |
Information agent | The Altman Group, Inc. | |
Questions | Questions regarding the rights offering should be directed to our Information Agent, at: | |
Holders call (866) 207-2239 |
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Banks & Brokers call (201) 806-7300 | ||
Common Stock outstanding before the rights offering | 14,523,941 shares as of May 27, 2008. | |
Common Stock outstanding after completion of the rights offering | Up to 30,458,647 shares of our common stock will be outstanding immediately after completion of the rights offering (assuming 100% participation and excluding shares issued upon conversion of certain other securities). This includes our common shares that may be issued pursuant to rights issuable to the holders of our series 2006 preferred stock and the series 2006 warrants. | |
Issuance of our common stock | If you purchase shares of common stock through the rights offering, we will issue certificates representing those shares to you or DTC on your behalf, as the case may be, promptly after the completion of the rights offering. | |
Fees and expenses | We will bear the fees and expenses relating to the rights offering. If you exercise your rights through the record holder of your shares, you are responsible for paying any fees your record holder may charge you. | |
NASDAQ Global Market trading symbol | Shares of our common stock are currently listed for quotation on the NASDAQ Global Market under the symbol “BXXX,” and the shares to be issued to you in connection with the rights offering will be eligible for trading on the NASDAQ Global Market. | |
Proposed Development | ||
Reverse Stock Split | Subsequent to the termination of the rights offering, we currently intend to effect a reverse stock split in order to increase the market price of our common stock. No reverse split ratio has yet been determined. The stock split will not have the effect of causing us to become a private company and we intend that our common stock will continue to be listed on the NASDAQ Global Market. See “CAPITALIZATION” for more information. |
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• | conditions in the securities markets, generally; | ||
• | conditions in the asset-backed securities markets; | ||
• | the credit quality and performance of our financial instruments and loans; | ||
• | our ability to adequately service our financial instruments and loans; | ||
• | our ability to monitor our borrowers and to implement collateral preservation; and | ||
• | the absence of any downgrading or withdrawal of ratings given to securities previously issued in our securitizations. |
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• | our valuation of the collateral at the time we made the loan was not accurate; | ||
• | there is a reduction in the demand for a borrower’s products or services; | ||
• | the value of the collateral decreases due to loss of key customers, key employees or producers, changes in market or industry conditions (including the softening insurance market environment), borrower actions, ineffective or poor management, increased competition or other reason; and | ||
• | the failure of the borrower to adequately maintain existing or recruit new customers; |
• | reduced use of or demand for the borrower’s products or services and, thus, reduced cash flow of the borrower to service the loan, as well as reduced value of the borrower as a going concern; | ||
• | poor accounting systems of the borrower which adversely affect our ability to accurately predict the borrower’s cash flows; | ||
• | economic downturns, political events and changes, regulatory changes, litigation that affects the borrower’s business, financial condition and prospects; and | ||
• | poor management performance. |
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• | the nomination, election and removal of our board of directors; | ||
• | the adoption of amendments to our charter documents; | ||
• | our management and policies; and | ||
• | the outcome of any corporate transaction or other matter submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets. |
• | actual or anticipated variations in our quarterly operating results; | ||
• | actual or anticipated changes in the dividends we pay on our common stock; | ||
• | recommendations by securities analysts; | ||
• | changes in interest rates and other general economic conditions; |
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• | significant acquisitions, divestitures or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; | ||
• | operating and stock price performance of other companies that investors deem comparable to us; | ||
• | news reports relating to trends, concerns, litigation, regulatory changes and other issues in our industry; | ||
• | geopolitical conditions such as acts or threats of terrorism or military conflicts; and | ||
• | relatively low trading volume. |
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At March 31, 2008 | ||||||||
(In thousands, except share amounts) | Historical | Pro Forma | ||||||
Current liabilities: | ||||||||
Accounts payable | $ | 58,829 | $ | — | ||||
Premiums payable to insurance companies | 7,646 | — | ||||||
Deposits | 121,911 | — | ||||||
Policy and contract liabilities | 26,635 | — | ||||||
Payable under participation agreements | 54,263 | — | ||||||
Accrued commission refunds | 516 | — | ||||||
IBNR loss reserve | 6,877 | — | ||||||
Unearned insurance premiums | 3,629 | — | ||||||
Deferred income tax payable | 1,911 | — | ||||||
Warrant Liability | 900 | — | ||||||
Short-term debt | 8,237 | — | ||||||
Current maturities of long-term debt | 127,066 | — | ||||||
Total current liabilities | 418,420 | $ | — | |||||
Non-current Liabilities: | ||||||||
Long-term debt less current maturities | 47,747 | — | ||||||
Servicing liability | 14 | — | ||||||
Warrant liability | 2,354 | — | ||||||
Total liabilities | 468,535 | $ | — | |||||
Minority Interest in subsidiary | 35,090 | $ | — | |||||
Shareholders’ Equity: | ||||||||
Common stock, $0.01 par value, 99,500,000 shares authorized, 14,224,021 and 14,224,021 shares issued and outstanding | 142 | — | ||||||
Preferred stock series 2002 and 2002A, $25 par value, 110,000 shares authorized, 49,667 shares issued outstanding | 1,242 | — | ||||||
Preferred stock series 2002B, $32 par value, 34,375 authorized, 24,331 shares issued and outstanding | 779 | — | ||||||
Preferred stock series 2006, $1 par value, 20,000 authorized, 20,000 shares issued and outstanding | 20 | — | ||||||
Additional paid-in-capital on preferred stock Series 2006 | 18,576 | — | ||||||
Discount on preferred stock series 2006 | (1,350 | ) | — | |||||
Additional paid-in capital | 55,424 | — | ||||||
Accumulated other comprehensive income (loss) | (371 | ) | — | |||||
Accumulated deficit | (28,707 | ) | — | |||||
Total Shareholders’ Equity | 45,755 | $ | — | |||||
Total Liabilities and Shareholders’ Equity | $ | 549,380 | $ | — | ||||
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Subscription price | $ | — | ||||||
Net tangible book value per share at March 31, 2008, before the rights offering | $ | 0.35 | ||||||
Net increase in pro forma net tangible book value per share attributable to the rights offering | $ | — | ||||||
Pro forma net tangible book value per share after giving effect to the rights offering | $ | — | ||||||
Dilution in pro forma net tangible book value per share to purchasers | $ | — |
Percent of | ||||||||
Shares | Common | |||||||
Beneficially | Stock | |||||||
Name and Address of Beneficial Owner | Owned | Outstanding | ||||||
Brooke Holdings, Inc., Robert D. Orr, Leland G. Orr | 6,423,419 | 44.2 | % | |||||
210 West State Street Phillipsburg, Kansas 676611 | ||||||||
Jayhawk Capital Management, L.L.C.; Jayhawk | 1,671,918 | 11.5 | % | |||||
Institutional Partners, L.P.; Kent C. McCarthy 5410 West 61st Place, Suite 100 Mission, Kansas 662052 | ||||||||
HBK Master Fund L.P. | 1,711,765 | 11.8 | % | |||||
c/o HBK Investments L.P. 300 Crescent Court, Suite 700 Dallas, Texas 752013 |
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1 | Robert D. Orr and Leland G. Orr, the principal shareholders of Brooke Holdings, are considered to beneficially own in excess of 5% of the outstanding shares of our common stock as of May 28, 2008. | |
2 | Information as to the number of shares beneficially owned is furnished solely in reliance on the Schedule 13G filed on December 31, 2007 by Jayhawk Capital Management, L.L.C., Jayhawk Institutional Partners, L.P. and Kent C. McCarthy. The Schedule 13G indicates that Mr. McCarthy controls Jayhawk Capital Management, and Jayhawk Capital Management is the general partner of Jayhawk Institutional Partners. Of the 1,671,918 shares beneficially owned, 300,000 are exercisable pursuant to outstanding warrants. However, some of the shares indicated are not currently owned and may not ever be owned by the selling stockholder as a result of restrictive provisions in the outstanding warrant that restricts the exercise of securities by Jayhawk to the extent that such exercise would result in the ownership of greater than 9.99% of our common stock. | |
3 | Of the 1,711,765 shares beneficially owned, 1,176,471 shares are issuable upon conversion of the 2006 preferred stock and 235,294 shares are issuable upon exercise of the series 2006 warrants. Also, includes 200,000 shares held by Steelhead Investments Ltd. over which HBK Investments LP, an affiliate of HBK Master Fund L.P., has shared voting and dispositive power and 100,000 shares issuable upon exercise of an outstanding warrant held by Steelhead Investments Ltd. over which HBK Investments LP, an affiliate of HBK Master Fund L.P., has shared voting and dispositive power. However, some of the shares indicated are not currently owned and may not ever be owned by HBK as a result of restrictive provisions in the outstanding warrants that restrict the exercise of securities by HBK to the extent that such exercise would result in the ownership of greater than 9.99% of our common stock. |
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• | strategic alternatives for capital raising; | ||
• | the anticipated financial effect of the rights offering; | ||
• | the recent market price of our common stock; | ||
• | the pricing of similar transactions; | ||
• | shareholder incentive to participate in the rights offering; | ||
• | our business prospects; and | ||
• | general conditions in the securities markets. |
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• | mail notice of the amendment to all shareholders of record as of the record date; and | ||
• | if necessary, extend the expiration of the rights offering at least 10 days following the date of such amendment. |
• | your properly completed and executed rights certificate with any required supplemental documentation; and | ||
• | your full subscription price payment for each share subscribed for under your basic subscription rights and for your over-subscription rights. |
• | completing and signing the rights certificate which accompanies this prospectus; | ||
• | mailing or delivering the rights certificate to American Stock Transfer & Trust Company, the subscription agent, at the appropriate address in the table below; and | ||
• | sending with your rights certificate the required payment for the exercise of your basic subscription rights and over-subscription rights. |
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Operations Center
Attn: Reorganization Department
P.O. Box 2042
New York, New York 10272-2042
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
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• | A holder who allows the subscription rights received in the rights offering to expire should not recognize a tax loss, and the tax basis of the common stock owned by such holder with respect to which such subscription rights were distributed should be equal to the tax basis of such common stock immediately before the receipt of the subscription rights in the rights offering. | ||
• | A holder should not recognize any gain or loss upon the exercise of the subscription rights received in the rights offering. | ||
• | The tax basis of the common stock acquired through exercise of the subscription rights should equal the sum of the subscription price for the common stock and the holder’s tax basis, if any, in the subscription rights as described above. | ||
• | The holding period for the common stock acquired through exercise of the subscription rights should begin on the date the subscription rights are exercised. |
• | A holder should be treated as receiving a distribution in an amount equal to the fair market value of the subscription rights that it receives. | ||
• | To the extent that the distribution is made out of our earnings and profits, it will be a taxable dividend to the holder. If the amount of the distribution received by the holder exceeds the holder’s proportionate share of our earnings and profits, the excess will reduce the holder’s tax basis in the series 2006 preferred stock that it holds, and to the extent that the excess is greater than the holder’s tax basis in its shares, it will be treated as gain from the sale of the series 2006 preferred stock. If the holder has held the applicable series 2006 preferred stock for more than one (1) year, the gain should be treated as long-term capital gain. | ||
• | A holder’s tax basis in the subscription rights that it receives should equal the fair market value of the subscription rights on the date of the distribution. | ||
• | A holder who allows the subscription rights received in the rights offering to expire generally should recognize a capital loss, the deductibility of which would be subject to applicable tax law limitations. | ||
• | A holder should not recognize any gain or loss upon the exercise of the subscription rights received in the rights offering. | ||
• | The tax basis of the common stock acquired through exercise of the subscription rights should equal the sum of the subscription price for the common stock and the holder’s tax basis in the subscription rights as described above. | ||
• | The holding period for the common stock acquired through exercise of the subscription rights should begin on the date the subscription rights are exercised. |
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Quarter | Ending | Market | High Bid/Sale | Low Bid/Sale | ||||||||||
First | March 31, 2006 | NASDAQ | $ | 14.00 | $ | 9.77 | ||||||||
Second | June 30, 2006 | NASDAQ | $ | 13.13 | $ | 10.14 | ||||||||
Third | September 30, 2006 | NASDAQ | $ | 13.00 | $ | 11.00 | ||||||||
Fourth | December 31, 2006 | NASDAQ | $ | 13.00 | $ | 9.10 | ||||||||
First | March 31, 2007 | NASDAQ | $ | 13.74 | $ | 11.32 | ||||||||
Second | June 30, 2007 | NASDAQ | $ | 15.74 | $ | 11.60 | ||||||||
Third | September 30, 2007 | NASDAQ | $ | 14.60 | $ | 9.19 | ||||||||
Fourth | December 31, 2007 | NASDAQ | $ | 10.26 | $ | 5.60 | ||||||||
First | March 31, 2008 | NASDAQ | $ | 7.59 | $ | 2.12 |
2008 | 2007 | 2006 | |||||||||||||||||||
Quarter | Dividend | Quarter | Dividend | Quarter | Dividend | ||||||||||||||||
First | $ | 0.18 | First | $ | 0.18 | First | $ | 0.16 | |||||||||||||
Second | 0.18 | Second | 0.18 | ||||||||||||||||||
Third | 0.18 | Third | 0.18 | ||||||||||||||||||
Fourth | 0.18 | Fourth | 0.18 |
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• | Voting rights. Each outstanding share of common stock entitles its holder to one vote on all matters submitted to a vote of our stockholders, including the election of directors. There are no cumulative voting rights. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock present or represented by proxy. | ||
• | Dividends. Holders of common stock are entitled to receive dividends as, when and if dividends are declared by our board of directors out of assets legally available for the payment of dividends. | ||
• | Liquidation. In the event of a liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, after payment of our liabilities and obligations to creditors, our remaining assets will be distributed ratably among the holders of shares of common stock on a per share basis. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we will need to pay the applicable distribution to the holders of our preferred stock before distributions are paid to the holders of our common stock. | ||
• | Rights and preferences. Our common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. |
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• | Annual Report on Form 10-K for the year ended December 31, 2007, filed March 17, 2008, including our audited financial statements as of December 31, 2007 and 2006, and our results of operations and cash flows for each of the years in the three year period ended December 31, 2007; | |
• | Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed May 14, 2008; | |
• | Current Report on Form 8-K filed March 6, 2008; | |
• | Current Report on Form 8-K filed March 13, 2008; | |
• | Definitive Proxy Statement filed April 28, 2008 and amended on May 1, 2008; | |
• | The description of our common stock contained in our Registration Statement on Form 8-A filed on June 13, 2005, including any other amendment or report filed for the purpose of updating such information. |
8500 College Boulevard
Overland Park, Kansas 66210
Attention: Carl Baranowski
Telephone: (913) 661-0123
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Common Stock at $ per Share
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Securities and Exchange Commission Registration Fee | $ | 604.32 | ||
Printing and Engraving Expenses | 50,000 | |||
Legal Fees and Expenses | 100,000 | |||
NASDAQ Listing Fee | 65,000 | |||
Subscription Agent and Information Agent Fees and Expenses | 36,500 | |||
Accounting Fees and Expenses | 5,000 | |||
Total | $ | 257,104.32 | ||
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Exhibit | ||
Number | Description | |
4.01# | Form of Subscription Rights Certificate | |
5.01# | Opinion of Kutak Rock LLP | |
23.01# | Consent of Summers, Spencer & Callison, CPAs | |
24.01# | Power of Attorney (page II-5) | |
99.1# | Form of Instruction for Use of Brooke Corporation Subscription Rights Certificates | |
99.2# | Form of Letter to Stockholders who are Record Holders | |
99.3# | Form of Letter to Nominee Holders Whose Clients are Beneficial Holders | |
99.4# | Form of Letter to Clients of Nominee Holders | |
99.5# | Form of Nominee Holder Certification | |
99.6# | Form of Beneficial Owner Election |
# | Filed herewith. |
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Brooke Corporation | ||||||
(Registrant) | ||||||
Date: May 28, 2008 | By: | /s/ Leland G. Orr | ||||
Leland G. Orr | ||||||
Chief Executive Officer, President and Vice Chairman of | ||||||
the Board |
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Date: May 28, 2008 | /s/ Robert D. Orr | |||
Robert D. Orr, Chairman of the Board of Directors | ||||
Date: May 28, 2008 | /s/ Leland G. Orr | |||
Leland G. Orr, Chief Executive Officer (Principal | ||||
Executive Officer), President and Vice Chairman of the | ||||
Board of Directors | ||||
Date: May 28, 2008 | /s/ Travis Vrbas | |||
Travis Vrbas, Chief Financial Officer (Principal | ||||
Accounting and Financial Officer), Treasurer and Assistant | ||||
Secretary | ||||
Date: May 28, 2008 | /s/ John L. Allen | |||
John L. Allen, Director | ||||
Date: May 28, 2008 | /s/ Joe L. Barnes | |||
Joe L. Barnes, Director | ||||
Date: May 28, 2008 | /s/ Mitchell G. Holthus | |||
Mitchell G. Holthus, Director |
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Exhibit | ||
Number | Description | |
4.01# | Form of Subscription Rights Certificate | |
5.01# | Opinion of Kutak Rock LLP | |
23.01# | Consent of Summers, Spencer & Callison, CPAs | |
24.01# | Power of Attorney (page II-5) | |
99.1# | Form of Instruction for Use of Brooke Corporation Subscription Rights Certificates | |
99.2# | Form of Letter to Stockholders who are Record Holders | |
99.3# | Form of Letter to Nominee Holders Whose Clients are Beneficial Holders | |
99.4# | Form of Letter to Clients of Nominee Holders | |
99.5# | Form of Nominee Holder Certification | |
99.6# | Form of Beneficial Owner Election |
# | Filed herewith. |