Exhibit 99.1
[GRAPHIC OMITTED]
News Release
Brooke Corporation and First American Capital Corporation
Close Stock Transaction
OVERLAND PARK, Kan. and TOPEKA, Kan., Dec. 8, 2006 - Brooke Corporation
(Nasdaq:BXXX), and First American Capital Corporation today announced the
closing of Brooke's acquisition of approximately 46.8 percent of FACC's
outstanding common stock and a warrant to purchase additional FACC common stock
that, when exercised, will increase Brooke's aggregate ownership to
approximately 55 percent of FACC common stock on a fully diluted basis. Brooke
paid $2,552,182 in cash for the stock and warrant, and will pay an additional
$447,818 to FACC upon exercise of the warrant, for total cash consideration of
$3 million. The definitive agreement between the parties also requires Brooke to
pay up to $6 million in additional consideration to FACC should First Life
Brokerage Inc., a wholly owned FACC subsidiary, not meet a three-year, $6
million pretax profit goal in accordance with a schedule set forth therein.
First Life Brokerage will now operate a managing general agent loan brokerage
business with support and assistance from the brokerage subsidiary of Brooke.
"We are excited to have closed this transaction in order to begin our offer of
life insurance and annuity products though an expanded network of agents and
brokers that will include Brooke's independent franchisees," said Robert Orr,
Brooke Corporation's chief executive officer. "We look forward to working with
the First American team and our franchisees to provide more innovative,
high-quality products and services to more customers."
"Brooke's distribution network, Internet-based management system and support
services will allow us to focus on enhancing premium growth, product offerings
and customer service," said John Van Engelen, chief executive officer of FACC.
"We appreciate this opportunity to work with Brooke to grow our life insurance
business and the managing general agent loan brokerage business that Brooke
developed and First Life Brokerage will now operate."
The closing occurred after the Kansas Insurance Department approved Brooke's
acquisition of control of First Life America Corporation, FACC's wholly owned
life insurance subsidiary, and the satisfaction of other closing conditions.
The warrant acquired by Brooke at closing becomes exercisable after FACC's
Articles of Incorporation are amended by its shareholders to increase its
authorized shares of common stock to 25 million shares and its authorized shares
of preferred stock to 1,550,000 shares. The amendment will also reduce the
common stock's par value per share from $0.10 to $0.01. A special meeting of
FACC shareholders is expected to be held in January 2007, following issuance of
a notice of the meeting and an information statement related to the meeting.
Executed proxies representing a majority of FACC shares and directing votes in
favor of the proposals to be submitted at the special meeting were delivered at
closing. Brooke expects to exercise the warrant as soon as practicable after the
amendment becomes effective.
Pursuant to the agreements, FACC shareholders will also be asked to approve at
the special meeting a 3-for-1 reverse stock split by which each three shares of
outstanding common stock will be reverse split into one share of common stock.
The reverse split is expected to occur after Brooke's exercise of the warrant in
2007. In addition, Brooke and FACC have agreed to seek listing of the FACC
common stock on the American Stock Exchange or the Nasdaq Capital Market.
Further, Brooke and FACC have agreed that, subject to adjustment, up to $500,000
of FACC's net cash proceeds from the transaction will be used to repurchase
shares of FACC stock through a modified Dutch auction tender offer, to be
commenced within three months after the closing.
FACC intends to use remaining net cash proceeds from the transaction and profits
realized by First Life Brokerage from its new loan brokerage business to fund
the expansion of the life insurance business of First Life America and the
brokerage business of First Life Brokerage, and for general corporate purposes.
Among other things, the agreements also provide for the provision by Brooke of
certain human resources, accounting, compliance, communications and
administrative support services to FACC in exchange for a fee; Brooke's limited
support of FACC's capital plan for three years after closing; certain
limitations on Brooke's ability to transfer its FACC common stock during that
three-year period; and the formation of a committee of independent directors of
FACC's Board of Directors for a limited term to approve or disapprove certain
specified types of actions and transactions.
ABOUT BROOKE CORPORATION...Brooke Corporation is listed on the Nasdaq Global
Market under the symbol "BXXX". Brooke Corporation is a holding company with
three operating subsidiaries. Brooke Franchise Corporation is a subsidiary that
distributes insurance and financial services through a network of over 700
franchise locations. Brooke Credit Corporation is a subsidiary that originates
loans to insurance agencies and other businesses that sell insurance or
financial services, including Brooke franchisees. Brooke Brokerage Corporation
is a subsidiary that brokers hard-to-place insurance and offers other services
that complement the standard property and casualty insurance polices Brooke
franchisees typically sell. For more information, go to
http://www.brookecorp.com.
ABOUT FIRST AMERICAN CAPITAL CORPORATION... First American Capital Corporation
is a Topeka, Kansas based financial services company founded in 1997. It is the
parent company of First Life America Corporation, which sells innovative
customer-driven life insurance and annuity products in eight states throughout
the Midwest and First Life Brokerage, Inc., which brokers life, health,
disability and annuity products underwritten by insurance companies other than
First Life America, as well as loans for general insurance agencies specializing
in hard-to-place insurance sales.
CONTACT... Anita Larson, Brooke Corporation, larsa@brookecorp.com or
913-661-0123 or Harland Priddle, First American Capital Corporation,
hpriddle@firstlifecorp.com or 866-211-0811.
This press release contains forward-looking statements. All forward-looking
statements involve risks and uncertainties, and several factors could cause
actual results to differ materially from those in the forward-looking
statements. The following factors, among others, could cause actual results to
differ from those indicated in the forward-looking statements: the uncertainty
that plans relating to the relationship between Brooke Corporation and First
American Capital Corporation and the transaction will be successfully
implemented, the uncertainty that the parties to the transaction will be
successful in listing First American Capital Corporation's common stock on a
national stock exchange, uncertainties associated with the use of proceeds from
this transaction or any profits generated from business operations, the
uncertainty as to the effect of the transaction on the companies' respective
earnings, the uncertainty that Brooke Corporation or First American Capital
Corporation will achieve short-term and long-term profitability and growth
goals, uncertainties associated with market acceptance of and demand for the
products and services of Brooke Corporation or First American Capital
Corporation, the impact of competitive products and pricing, the dependence by
the parties to the transaction on third-party suppliers and their pricing, the
ability of the parties to the transaction to meet product demand, the
availability of capital and funding sources, the exposure to market risks,
uncertainties associated with the development of technology, changes in the law
and in economic, political and regulatory environments, changes in management,
the dependence on intellectual property rights, the effectiveness of internal
controls, and risks and factors described from time to time in reports and
registration statements filed by Brooke Corporation and/ or First American
Capital Corporation with the Securities and Exchange Commission. More complete
descriptions of the businesses of Brooke Corporation and First American Capital
Corporation are provided in their most recent annual, quarterly and current
reports, which are available from the companies without charge or at
www.sec.gov.
WITH RESPECT TO THE PROPOSED ISSUER TENDER OFFER FOR FIRST AMERICAN CAPITAL
CORPORATION (FACC) COMMON STOCK DESCRIBED ABOVE, THIS PRESS RELEASE IS FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL ANY SECURITIES OF FACC. THE SOLICITATION AND THE OFFER TO BUY
SHARES OF FACC COMMON STOCK WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS THAT FACC INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION. FACC STOCKHOLDERS AND OTHER INVESTORS SHOULD READ THESE MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER. ONCE FILED, FACC STOCKHOLDERS AND OTHER INVESTORS WILL
BE ABLE TO OBTAIN COPIES OF THE TENDER OFFER STATEMENT ON SCHEDULE "TO," THE
OFFER TO PURCHASE AND RELATED DOCUMENTS WITHOUT CHARGE FROM THE SECURITIES AND
EXCHANGE COMMISSION THROUGH THE COMMISSION'S WEBSITE AT www.sec.gov. FACC
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THOSE MATERIALS
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE PROPOSED OFFER.