UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Initial Filing)
Brooke
Corporation
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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112502 10 9
David D. Zeglis
Manager
Trim Creek, L.L.C.
700 W. Exchange Street
Crete, IL 60417
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 6, 2008
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(Date of Event which Requires Filing of this Statement)
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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.
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1
SCHEDULE 13D
CUSIP No. 112502 10 9
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Trim Creek, L.L.C.
26-3536731
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2
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Check the Appropriate Box if a Member of a Group
(a)
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of Organization
United States (Illinois)
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 Sole Voting Power
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8 Shared Voting Power
6,425,949
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9 Sole Dispositive Power
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10 Shared Dispositive Power
6,425,949
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,425,949
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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13
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Percent of Class Represented by Amount in Row (11)
44.26%
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14
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Type of Reporting Person
PN
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2
SCHEDULE 13D
CUSIP No. 112502 10 9
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Crete Bancorporation, Inc.
36-3232514
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2
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Check the Appropriate Box if a Member of a Group
(a)
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of Organization
United States (Illinois)
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 Sole Voting Power
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8 Shared Voting Power
6,425,949
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9 Sole Dispositive Power
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10 Shared Dispositive Power
6,425,949
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,425,949
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
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13
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Percent of Class Represented by Amount in Row (11)
44.26%
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14
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Type of Reporting Person
CO
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3
SCHEDULE 13D
CUSIP No. 112502 10 9
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Farmers Bank & Trust, N.A.
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2
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Check the Appropriate Box if a Member of a Group
(a)
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of Organization
United States (Kansas)
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 Sole Voting Power
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8 Shared Voting Power
6,425,949
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9 Sole Dispositive Power
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10 Shared Dispositive Power
6,425,949
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,425,949
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
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13
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Percent of Class Represented by Amount in Row (11)
44.26%
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14
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Type of Reporting Person
BK
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4
Item 1.
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SECURITY AND ISSUER.
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This Statement on
Schedule 13D (this Statement) relates to the Common Stock, $.01 par value per share (Common Stock), of Brooke Corporation, a Kansas corporation (the Issuer). The principal executive offices of the Issuer are
located at 8500 College Boulevard, Overland Park, Kansas 66210.
Item 2.
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IDENTITY AND BACKGROUND.
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(a), (b), (c), and
(f). This Statement is filed on behalf of Trim Creek, L.L.C., a limited liability company organized under Illinois law; Crete Bancorporation, Inc., a corporation organized under Illinois law; and Farmers Bank & Trust, N.A., a bank organized
under Kansas law. Trim Creek, L.L.C. and Crete Bancorporation, Inc.s principal offices are located at 700 W. Exchange Street, Crete, Illinois 60417. Farmers Bank & Trust, N.A.s principal offices are located at 1017 Harrison
Street, Great Bend, Kansas 67530.
(d) and (e). During the last five years, none of Trim Creek, L.L.C., Crete Bancorporation, Inc., and
Farmers Bank & Trust, N.A., have (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding have been or are subject 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.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The source of funds for the acquisition of shares of Common Stock of the Issuer was a promissory note.
Item 4.
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PURPOSE OF TRANSACTION.
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The purpose of the
transaction was for the foreclosure of a security interest.
Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a)
and (b). Trim Creek, L.L.C. owns 6,425,949 shares of the Issuer Common Stock, constituting 44.26% of the outstanding Common Stock of the Issuer. This figure is based upon 14,519,001 shares of Common Stock outstanding, as reported in the
Form 10-Q filed by Brooke Corporation on August 20, 2008.
(c) Not applicable.
(d) Trim Creek, L.L.C. is owned by Crete Bancorporation, Inc., which holds a 70% ownership interest, and Farmers Bank & Trust, N.A., which holds
a 30% ownership interest. Any proceeds resulting from a sale of these securities will be split among the two parent companies accordingly.
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(e) Not applicable.
Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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Not applicable.
The following will be filed as
exhibits hereto:
1. Promissory Note for $1,606,487.25 between Trim Creek, L.L.C. and First United Bank, dated October 3,
2008.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 15, 2008
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TRIM CREEK, L.L.C.
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By:
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/s/ David D. Zeglis
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Name:
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David D. Zeglis
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Title:
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Manager
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7
Exhibit 1
NON-RECOURSE NOTE
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$ 1,606,487.25
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October 3, 2008
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FOR VALUE RECEIVED, TRIM CREEK, LLC., an Illinois limited liability company (Trim
Creek) promises to pay to the order of FIRST UNITED BANK, an Illinois state chartered bank (First United), the principal sum of One Million Six Hundred and Six Thousand Four Hundred Eighty Seven and 25/00 Dollars ($1,606,487.25)
lawful money of the United States of America, on the terms hereinafter set forth:
1.
Interest
. The unpaid balance of the principal
sum of this Note shall bear interest at a rate of five percent (5%) per annum from and after the date hereof until paid in full.
2.
Maturity Date
. This Note shall be due and payable on October 2, 2018.
3.
Expenses
. Before any payments of interest or
principal may be made hereunder, First United shall be entitled to recover all reasonable expenses incurred by First United in attempting to recover payment from the Brooks Holdings, Inc., loans whether now existing or hereafter arising.
4.
Payment
. Payments of principal and interest hereunder shall only be payable from dividends from, or the proceeds of any sale of 6,425,949
shares of common stock of Brooke Corporation, a Kansas corporation, par value $.01 per share. Any payments shall be applied first to interest, then to principal.
5.
Non-recourse
. This Note shall be non-recourse.
6.
Controlling Law
. This Note and all
questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to principles of conflict of law.
IN WITNESS WHEREOF, Trim Creek has executed or caused this Note to be executed as of the date first above written.
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TRIM CREEK, LLC
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By:
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/s/David D. Zeglis
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Name:
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David D. Zeglis
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Title:
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Manager
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8
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