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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 26, 2005
BROOKE CORPORATION
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(Exact name of registrant as specified in its charter)
Kansas 1-31698 48-1009756
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10950 Grandview Drive, Suite 600, Overland Park, Kansas 66210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 661-0123
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) Resignation of Director. Michael S. Hess resigned as a director of Brooke
Corporation (the "Company") on January 26, 2005. He continues as both an officer
and director of each of Brooke Brokerage Corporation and CJD & Associates,
L.L.C., subsidiaries of the Company. On January 28, 2005, the Company issued a
press release announcing the resignation. A copy of the press release is
furnished as Exhibit 99.01 to this Form 8-K.
(c) Appointment of Officers. On January 27, 2005, Anita F. Larson, 43, was
elected as President and Chief Operating Officer of the Company to serve at the
pleasure of the Company's Board of Directors. Ms. Larson had previously served
as Vice President, General Counsel and Secretary of the Company since 1999.
Anita Larson is married to John Arensberg, a partner in Arensberg Insurance of
Overland Park, Kansas. Arensberg Insurance is a franchisee of a subsidiary of
the Company pursuant to a standard form franchise agreement, and utilizes the
administrative and processing services of such subsidiary's service center
employees pursuant to a standard form service center agreement with that
subsidiary. The Company receives in excess of $60,000 in fees from the
franchisee in connection with each of these agreements.
Leland G. Orr, previously President, Chief Financial Officer, Treasurer and
Assistant Secretary of the Company, will continue to serve as Chief Financial
Officer, Treasurer and Assistant Secretary of the Company following Ms. Larson's
election as President and Chief Operating Officer. Orr has served as Chief
Financial Officer, Treasurer and Assistant Secretary since 1995 and had been
President since 2003.
On January 28, 2005, the Company issued a press release announcing these officer
changes. A copy of the press release is furnished as Exhibit 99.01 to this Form
8-K.
(d) Election of Director. On January 27, 2005, the Board of Directors of the
Company elected Anita F. Larson a director of the Company to fill the vacancy on
the Board created by the resignation of Michael S. Hess as a director the day
before. Ms. Larson's business experience and related party transactions are
described in response to item (c) above. On January 28, 2005, the Company issued
a press release announcing this election. A copy of the press release is
furnished as Exhibit 99.01 to this Form 10-K.
The press release may contain forward-looking statements. Investors are
cautioned that 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: uncertainties associated with market acceptance of and demand for
the Company's products and services, impact of competitive products and pricing,
dependence on third-party suppliers and their pricing, ability to meet product
demand, exposure to market risks, uncertainties associated with the development
of technology, changes in the law and in economic, political and regulatory
environments, the dependence on intellectual property rights, and the
effectiveness of internal controls. Investors are directed to the Company's most
recent annual and quarterly reports, which are available from the Company
without charge or at www.sec.gov, for a more complete description of the
Company's business.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.01 Press Release dated January 28, 2005 announcing executive and
board changes.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: 01/28/05
BROOKE CORPORATION
/s/ Robert D. Orr
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Robert D. Orr
Chief Executive Officer
Exhibit
99.01 Press Release issued by BROOKE CORPORATION on January 28, 2005.