SC TO-I/A

Amendment No. 1 to Schedule TO

SC TO-I/A AMENDMENT NO. 1 TO SCHEDULE TO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

AMENDMENT NO. 1

TENDER OFFER STATEMENT UNDER

SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FIRST AMERICAN CAPITAL CORPORATION

(Name of Subject Company (Issuer))

FIRST AMERICAN CAPITAL CORPORATION

(Names of Filing Person (Offeror))

Common Stock, par value $.01 per share

(Title of Class of Securities)

31848M102

(CUSIP Number of Class of Securities)

William R. Morton, Jr.

Chief Financial Officer and Treasurer

First American Capital Corporation

1303 SW First American Place

Topeka, Kansas 66604

(800) 642-1872

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing person)

With a Copy To:

Gregory G. Johnson, Esq.

Bryan Cave LLP

3500 One Kansas City Place

1200 Main Street

Kansas City, Missouri 64105

(816) 374-3200

Fax: (816) 374-3300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$500,000	$100

* Estimated for purposes of calculating the amount of the filing fee only. This amount is based on the $500,000 maximum aggregate purchase amount of common stock in the offering.

** The amount of the filing fee is calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$100	Filing Party:	First American Capital Corporation
Form or Registration No.:	Schedule TO	Date Filed:	March 2, 2007

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

INTRODUCTION

This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO relating to the offer by First American Capital Corporation, a Kansas corporation (“First American” or “Company”), to purchase up to $500,000 in aggregate value of shares of its common stock, par value $0.01 per share, at a price per share not greater than $1.72 nor less than $1.50, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 2, 2007 (the “Offer to Purchase”), in the related Letter of Transmittal (the “Letter of Transmittal”) and the Supplement to the Schedule Tender Offer which, together with any supplements and amendments thereto, collectively constitute the “Offer.”

The information in the Offer, including all schedules and annexes thereto, which was previously filed with the Schedule TO, is hereby incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

AMENDMENT

Schedule TO is hereby amended and supplemented as follows:

(1) In Item 3 titled “Identity and Background of Filing Person,” the following sentence is added after the last sentence:

“The information set forth in the Offer to Purchase under Section 10 titled “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.”

(2) Item 12 of the Schedule TO is hereby amended and restated as set forth below, in order to add two new exhibits, Exhibit (a)(1)(G) and Exhibit (a)(5)(C).

Item 12.	Exhibits.
(a)(1)(A)	Offer to Purchase, dated March 2, 2007.*

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(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Stockholders.*
(a)(1)(F)	Instruction Form to stockholders regarding the procedures for tendering shares.*
(a)(1)(G)	Supplement to the Offer to Purchase.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press Release dated March 2, 2007 announcing the modified Dutch auction tender offer.*
(a)(5)(B)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(C)	Press Release dated March 20, 2007 announcing the filing of the Supplement to the modified Dutch Auction tender offer.
(b)	None.
(d)(1)	Brokerage Agreement between First Life Brokerage, Inc., a subsidiary of the Company, and CJD & Associates, L.L.C. effective December 8, 2006 (incorporated by reference from the Company’s Form 8-K as Exhibit 10.01 filed December 8, 2006).
(d)(2)	Shared Services Agreement between Brooke Corporation and the Company effective December 8, 2006 (incorporated by reference from the Company’s Form 8-K filed December 8, 2006).
(d)(3)	Employment Agreement between the Company and John Van Engelen, effective December 8, 2006 (incorporated by reference from the Company’s Form 8-K filed December 8, 2006).
(d)(4)	Employment Agreement between the Company and Mike Hess effective January 1, 2007 (incorporated by reference from the Company’s Form 8-K filed December 8, 2006).
(d)(5)	Stock Purchase and Sale Agreement between First American Capital Corporation and Brooke Corporation dated October 6, 2006 (incorporated by reference from the Company’s Form 8-K filed October 6, 2006).
(d)(6)	Warrant for 1,643,460 shares of the Company’s common stock for $447,818 issued to Brooke Corporation (incorporated by reference from the Company’s Form 8-K filed January 31, 2007).
(d)(7)	Stock Purchase Agreement between First American Capital Corporation and Brooke Brokerage Corporation dated February 14, 2007 (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed February 14, 2007).
(g)	None.
(h)	None.

* Previously filed with the Offer to Purchase dated March 2, 2007.

The Offer to Purchase is hereby amended and supplemented as follows in addition to the Supplement to the Offer to Purchase:

(1) In the second paragraph of the cover page of the Offer to Purchase, the second sentence is replaced with the following:

“The maximum number of shares that we will purchase in the Offer is 333,333 shares.”

(2) In the second paragraph of the cover page of the Offer to Purchase, the following sentence is inserted after the second sentence:

“The minimum number of shares we will purchase in the Offer is 290,698.

(3) In the third paragraph of the cover page of the Offer to Purchase, the phrase “promptly as practicable” in the last sentence is replaced with “promptly.”

(4) In the Table of Contents, Section 12’s title “Certain U.S. Federal Income Tax Consequences” is renamed “Material U.S. Federal Income Tax Consequences.”

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(5) In the Forward Looking Statements, the first sentence of the third paragraph is withdrawn.

(6) In the Summary Term Sheet section of the Offer to Purchase, under the question “How many shares will be purchased?”, the third sentence of the answer is hereby replaced with the following:

“At the minimum purchase price of $1.50 per share, we could purchase 333,333 shares, which would represent 3.43 % of our issued and outstanding common stock as of March 2, 2007.”

(7) In the Summary Term Sheet section of the Offer to Purchase, under the question “How will First American pay for the shares?”, the second sentence of the answer is hereby replaced with the following:

“We will pay for the shares tendered in the Offer, as well as related fees and expenses, from our existing cash reserves.”

(8) In the Summary Term Sheet section of the Offer to Purchase, under the question “What is the recent market price of the shares?”, the second sentence of the answer is hereby replaced with the following:

“As a result of consummation of a series of transactions contemplated by the terms of a Stock Purchase and Sale Agreement between the Company and Brooke Corporation dated October 6, 2006, the Company sold shares for approximately $1.67 per share. See Section 2 of the Offer.”

(9) In the Introduction section of the Offer to Purchase, under the fifth paragraph, the phrase “promptly as practicable” in the last sentence is replaced with “promptly.”

(10) In the Introduction section of the Offer to Purchase, under the eleventh paragraph, the third sentence is hereby replaced with the following:

“We recommend that stockholders holding shares through brokers or banks consult with brokers or banks to determine whether transaction costs may apply if stockholders tender shares through the brokers or banks and not directly to the Depositary.”

(11) In the Introduction section of the Offer to Purchase, under the last paragraph, the third sentence is hereby replaced with the following:

“As a result of consummation of a series of transactions contemplated by the terms of a Stock Purchase and Sale Agreement between the Company and Brooke Corporation dated October 6, 2006, the Company sold shares for approximately $1.67 per share. See Section 2 of the Offer.”

(12) In Section 1 titled “Terms of the Offer” of the Offer to Purchase under the subsection titled “Proration,” the phrase “as soon as practicable” in the third sentence is replaced with the word “promptly.”

(13) In Section 1 titled “Terms of the Offer” of the Offer to Purchase under the subsection titled “Proration,” the phrase “as promptly as practicable” in the fourth sentence is replaced with the word “promptly.”

(14) In Section 2 titled “Recent Developments; Purpose of the Offer; Certain Effects of the Offer” of the Offer to Purchase under the subsection titled “Purpose of the Offer,” the third sentence of the last paragraph is hereby replaced with the following:

“WE RECOMMEND THE STOCKHOLDERS EVALUATE CAREFULLY ALL INFORMATION, IN THE OFFER, CONSULT WITH THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISION WHETHER TO TENDER AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER THEM.”

(15) In Section 2 titled “Recent Developments; Purpose of the Offer; Certain Effects of the Offer” of the Offer to Purchase under the subsection titled “Potential Risks and Disadvantages,” under the second bullet point, the fourth sentence is hereby replaced with the following:

“As a result of consummation of a series of transactions contemplated by the terms of a Stock Purchase and Sale Agreement between the Company and Brooke Corporation dated October 6, 2006, the Company sold shares for approximately $1.67 per share. See Section 2 of the Offer.”

(16) In Section 2 titled “Recent Developments; Purpose of the Offer; Certain Effects of the Offer” of the Offer to Purchase, under the subsection titled “Certain Effects of the Offer,” the second paragraph is hereby replaced with the following:

“As further described in Section 8 below, we will pay for the shares tendered in the Offer as well as pay related fees and expenses, from our cash reserves.”

(17) In Section 3 titled “Procedures for Tendering Shares” of the Offer to Purchase, under the subsection titled “Return of Unpurchased Shares,” the phrase “as promptly as practicable” in the first sentence is replaced with “promptly.”

(18) In Section 3 titled “Procedures for Tendering Shares” of the Offer to Purchase, under the subsection titled “Withholding for Non-United States Holders,” the third paragraph is hereby replaced with the following:

“We recommend that Non-United States Holders consult their own tax advisors regarding the application for U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.”

(19) In Section 5 titled “Purchase of Shares and Payment of Purchase Price” of the Offer to Purchase, the phrase “as soon as practicable” in the first sentence of the third paragraph is replaced with the phrase “promptly.”

(20) In Section 7 titled “Price Range of Shares; Dividends” of the Offer to Purchase, the second sentence of the first paragraph is hereby replaced with the following:

“As a result of consummation of a series of transactions contemplated by the terms of a Stock Purchase and Sale Agreement between the Company and Brooke Corporation dated October 6, 2006, the Company sold shares for approximately $1.67 per share. See Section 2 of the Offer.”

(21) In Section 7 titled “Price Range of Shares; Dividends” of the Offer to Purchase, the term “urge” in the first sentence of the second paragraph is replaced with the term “recommend.”

(22) In Section 8 titled “Source and Amount of Funds” of the Offer to Purchase, the first and second sentences are herby replaced with the following:

“We expect the maximum aggregate cost, including all fees and expenses applicable to the Offer, will be approximately $545,000 if we purchase up to $500,000 maximum aggregate value of shares pursuant to the Offer in cash, less any applicable withholding taxes and without interest, at the maximum specified purchase price of $1.72 per share. We will pay for the shares tendered in the Offer, as well as pay related fees and expenses from our cash reserves.”

(23) In Section 9 titled “Certain Information Concerning Us” of the Offer to Purchase, under the subsection titled “Where You Can Find More Information,” the first sentence of the second paragraph is hereby revised as follows:

“These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at Station Place, 100 F Street, N.E., Washington, D.C. 20549.

(24) In Section 10 titled “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase, “60%” in the second sentence of the first paragraph is replaced with “58.62%.”

(25) In Section 10 titled “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase, the phrase “as well as shares owned by immediate family

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members that reside with the director or officer” is withdrawn in the first sentence of the paragraph immediately following the table.

(26) In Section 10 titled “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” of the Offer to Purchase under the subsection titled “Other Agreements Involving the Company’s Securities,” the first sentence is hereby replaced with the following:

“Except for outstanding warrants to purchase an aggregate of 150,000 shares of our common stock at $1.72 per share granted to a former director and John F. Van Engelen, certain directors, as described above, or as described below, based on the Company’s records and information provided to the Company by its directors, executive officers, associates and subsidiaries, neither we nor, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer, or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.”

(27) In Section 12 titled “Certain United States Federal Income Tax Consequences” of the Offer to Purchase, the section is renamed “Material United States Federal Income Tax Consequences.”

(28) In Section 12 titled “Material United States Federal Income Tax Consequences” of the Offer to Purchase, the first sentence of the first paragraph is hereby replaced with the following:

“The following discussion is a summary of material U.S. federal income tax consequences to our stockholders of an exchange of Shares for cash pursuant to the Offer.”

(29) In Section 12 titled “Material United States Federal Income Tax Consequences” of the Offer to Purchase, the last paragraph is hereby replaced with the following:

“THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR YOUR INFORMATION. WE RECOMMEND YOU CONSULT WITH YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.”

(30) In Section 13 titled “Extension of the Offer; Termination ; Amendment,” the last sentence of the last paragraph is hereby replaced with the following:

“For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, Eastern time.”

The Letter of Transmittal is hereby amended and supplemented as follows:

(1) In the eighth paragraph of the section beginning “Ladies and Gentleman” of the Letter of Transmittal, the fifth bullet point beginning “(e) the undersigned has read and agrees to all of the terms of the tender offer” is hereby withdrawn.

SIGNATURE

After due 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.

Date: March 20, 2007	FIRST AMERICAN CAPITAL CORPORATION
	/s/ ROBERT D. ORR
	Robert D. Orr Chairman of the Board, President and Chief Executive Officer

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EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

Supplement dated March 20, 2007

to

Offer to Purchase for Cash

by

First American Capital Corporation

for

Up to $500,000 Maximum Aggregate Value of Shares of its Common Stock

At a Purchase Price Not Greater Than $1.72 Nor Less Than $1.50 Per Share

THE TENDER OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MONDAY, APRIL 2, 2007, UNLESS THE COMPANY FURTHER EXTENDS THE OFFER.

First American Capital Corporation, a Kansas corporation (the “Company,” “First American,” “we” or “us”), hereby supplements and amends its Offer to Purchase shares of its common stock, par value $0.01 per share, at a price not greater than $1.72 nor less than an increased minimum of $1.50 per share in cash, as specified by tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 2, 2007, as supplemented by this Supplement and the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the “Offer”). The minimum price per share is increased from $1.00 to $1.50 per share. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per share price (not greater than $1.72 nor less than $1.50 per share), net to the seller in cash, less any applicable withholding taxes and without interest (the “Purchase Price”), that it will pay for shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of shares so tendered, the prices specified by tendering stockholders, and whether the Company has extended the Offer.

After the Offer expires, we will look at the prices chosen by tendering stockholders within the price range specified and we will select for acceptance (subject to proration, as discussed below) those tendered shares with the lowest tender price first and then those tendered shares with increasing tender prices (in multiples of $0.05 above $1.50 to $1.70 and up to $1.72), up to a tender price level at which the product of the number of all such selected tendered shares, multiplied by the highest tender price at which such shares are so selected, first equals or exceeds $500,000. All shares we acquire in the Offer will be acquired at the same determined price per share regardless of whether the stockholder tendered at a lower price. If holders of more than $500,000 in aggregate value of shares properly tender their shares at or below the determined price per share, we will purchase shares tendered by such holders, at the determined price per share, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, determined by dividing the remaining number of shares to be purchased by the Company in the Offer by the number of all shares tendered, from all other stockholders who properly tendered shares at or below the purchase price.

Only shares properly tendered at prices at or below the determined purchase price, and not properly withdrawn, will be purchased. However, because of the proration provision described in this Offer, all of the shares tendered at or below the determined purchase price may not be purchased if more than the number of shares we seek (determined by aggregate value) are properly tendered. Shares tendered but not purchased in the Offer will be returned to the tendering stockholder at our expense promptly following the Expiration Date. See Section 3 of the Offer.

We reserve the right, in our sole discretion, to purchase more than $500,000 in maximum aggregate value of shares pursuant to the Offer. See Sections 1 and 13 of the Offer.

The Company was advised by UMB Bank, n.a., the Depositary for the Offer, that as of March 16, 2007, a total of 21,700 shares were tendered in the Offer. None of these shares were tendered through notices of guaranteed delivery. Any stockholder who requires tender offer materials may contact UMB, n.a., the Depositary for the Offer, by telephone at 1-800-884-4225 or by writing to UMB Bank, n.a., Securities Transfer Division, 928 Grand Blvd. 5th Floor, Kansas City, MO 64106 or UMB Bank, n.a., Securities Transfer Division, P.O. Box 419064, Kansas City, MO 64141-6064.

Procedures for tendering shares are set forth in Section 3 of the Offer. Tendering stockholders may continue to use the Letter of Transmittal which was previously circulated. While that Letter of Transmittal indicates that the Company is offering to pay $1.00 to $1.72 per share (in multiples of $0.05), stockholders using that Letter of Transmittal will nevertheless be subject to the increased minimum of $1.50 per share. Stockholders who have already tendered their shares need not take any further action to receive the increased minimum of $1.50 per share, if their shares are selected by the Company for purchase in connection with the offer.

Section 6 titled “Conditions of the Offer” in the Offer is deleted and replaced with the following:

Conditions of the Offer.

Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) of Exchange Act, if at any time on or after March 20, 2007 and prior to the time of payment for any shares (whether any shares have theretofore been accepted for payment) any of the following events occur or are determined by us to have occurred, that, in our reasonable judgment in any such case and regardless of the circumstances giving rise to the event, including any action or omission to act by us, makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for the shares in the Offer:

• there has been threatened, instituted or pending before any court, authority, agency or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, or any judgment, order or injunction entered, enforced or deemed applicable by any court, authority, agency or tribunal, which, directly or indirectly:

(1) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acquisition of some or all of the shares pursuant to the Offer or otherwise relates in any manner to the Offer.

• there has been any action threatened, instituted, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, could directly or indirectly:

(1) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit consummation of the Offer; or

(2) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares.

• there has occurred any of the following:

(1) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

(2) the commencement or escalation of a war, armed hostilities; or other international or national calamity including an act or acts of terrorism, directly or indirectly involving the United States;

(3) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States; or

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(4) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof.

• we learn that:

(1) any change or event is discovered or is threatened in our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or in the ownership of our shares that, in our reasonable judgment, is or may be material to us and our subsidiaries; or

(2) the consummation of the Offer and the purchase of the shares may cause our common stock to be eligible for deregistration under the Exchange Act.

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (including any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion before the Expiration Date. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time prior to the expiration of the Offer. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties.

* * * * * * * * * * * * * * * * * * * *

The Expiration Date in the Offer is hereby extended to 5:00 p.m., Eastern time on Monday, April 2, 2007. Any reference in the Offer to Kansas City, Missouri time is hereby revised to refer to Eastern time.

The Company has also filed with the SEC an Amendment No. 1 to Tender Offer Statement on Schedule TO dated March 20, 2007 which includes additional information with respect to the Offer, and is incorporated by reference herein. Such amendment, together with the Schedule TO and any future amendments thereto (if any), as well as reports, proxy statements and other information regarding the Company, are available through the SEC’s web site at http://www.sec.gov, and may also be obtained as described under the subsection titled “Where You Can Find More Information” of Section 9 in the Offer.

Except as otherwise set forth or incorporated by reference in this Supplement, the terms and conditions set forth in the Offer and the Letter of Transmittal are applicable in all respects to the Offer. The information set forth herein should be read in conjunction with the Offer, and unless the context requires otherwise, terms not defined herein which are defined in the Offer have the meanings ascribed to them in the Offer.

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EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

FOR IMMEDIATE RELEASE

FIRST AMERICAN CAPITAL CORPORATION ANNOUNCES

FILING OF SUPPLEMENT TO DUTCH AUCTION TENDER OFFER

Topeka, Kan., March 20, 2007 – First American Capital Corporation today announced the filing with the Securities and Exchange Commission (“SEC”) of a supplement to its Offer to Purchase dated March 2, 2007, which, among other things, discusses the increase of the minimum price offered in the Company’s modified “Dutch auction” tender offer from $1.00 to $1.50 per share, the extension of the expiration date for its offer to 5 p.m., Eastern time, on Monday, April 2, 2007, and the elimination and modification of certain conditions to the tender offer (the “Supplement”).

Stockholders who have not tendered shares in the tender offer may do so before 5 p.m., Eastern time, on Monday, April 2, 2007, by following the procedures for tendering shares contained in the tender offer materials, as supplemented.

First American was advised by UMB Bank, n.a., the Depositary for the offer, that, as of March 16, 2007, a total of 21,700 shares were tendered in the offer. None of these shares were tendered through notices of guaranteed delivery.

The terms of the offer are set forth in the Company’s Offer to Purchase dated March 2, 2007, as supplemented by the Supplement dated March 20, 2007, the Letter of Transmittal, the Schedule to the Tender Offer and Amendment No. 1 to the Schedule. Under the terms of the offer, stockholders will have the opportunity to tender some or all of their shares at a price not greater than $1.72, nor less than $1.50, per share. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will select for purchase those shares tendered with the lowest tender price first and then those tendered shares with increasing tender prices (in multiples of $0.05 above $1.50 to $1.70 and up to $1.72), up to a tender price level at which the product of the number of all such shares to be purchased multiplied by the highest tender price at which shares are so selected first equals or exceeds $500,000. The highest tender price at which shares are so selected will be the purchase price applicable to all shares selected for purchase in the offer regardless of whether a stockholder tendered at a lower price. If holders of more than $500,000 in value of shares properly tender their shares at or below the determined price per share, First American will purchase shares tendered by the holders, at the determined price per share, on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares, determined by dividing the remaining number of shares to be purchased by the Company in the Offer to Purchase by the number of all shares tendered. All shares purchased in the offer will be purchased at the same determined price per share regardless of whether the stockholder tendered at a lower price. Stockholders whose shares are purchased in the offer will be paid the determined purchase price net in cash, less any applicable withholding taxes and without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered. The offer is subject to a number of other terms and conditions specified in the Offer to Purchase that was distributed to stockholders, as supplemented by the supplement. Tendering stockholders may continue to use the Letter of Transmittal which was previously circulated. While that Letter of Transmittal indicates that the Company is offering to pay $1.00 to $1.72 per share (in multiples of $0.05), stockholders using that Letter of Transmittal will nevertheless be subject to the increased minimum of $1.50 per share. Stockholders who have already tendered their shares need not take any further action to receive the increased minimum price of $1.50 per share, if their shares are selected by the Company for purchase in connection with the offer.

The offer will expire at 5 p.m., Eastern time, on Monday, April 2, 2007, unless extended by First American.

Any stockholder who requires tender offer materials may contact UMB Bank, n.a., the Depositary for the offer, at the telephone number indicated below.

In light of the extension of the expiration date for the tender offer, the Company intends to delay the effective date of the previously announced 1-for-3 reverse stock split of the Company’s common stock until after the market close on Friday, April 13, 2007.

None of First American, its Board of Directors, or the Depositary is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares or as to the purchase price on any tender.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of First American’s common stock. The solicitation of offers to buy First American’s common stock will only be made pursuant to the Offer to Purchase and related materials that First American distributed to stockholders. Stockholders should carefully read First American’s Tender Offer Statement on Schedule TO, including Amendment No. 1, filed with the SEC in connection with the tender offer, which includes as exhibits, the Offer to Purchase and the related Letter of Transmittal, the Supplement, as well as any amendments or supplements to the Statement when they become available, because they contain important information. Each of these documents has been or will be filed with the SEC, and stockholders may obtain them free of charge from the SEC at the SEC’s website (www.sec.gov) or from UMB Bank, n.a., the Depositary, for the tender offer, toll free: 1-800-884-4225 or, within the Kansas City area, (816) 860-7786.

About First American Capital Corporation…First American Capital Corporation is a Topeka, Kan.-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 Brooke Capital Advisors, Inc., formerly First Life Brokerage, Inc., which brokers life, health, disability and annuity products underwritten by First Life America and other insurance companies, as well as loans primarily for general insurance agencies specializing in hard-to-place insurance sales and funeral homes.

Contact…Bill Morton, First American Capital Corporation, 913-661-0123, bill.morton@brookeagent.com

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 these indicated in the forward-looking statements: uncertainties that the Company will complete the tender offer and, if completed, the timing of such completion, how many shares will be accepted for purchase and at what cost; uncertainties as to whether conditions to which the tender offer is subject will be realized; uncertainties as to the effects of the tender offer on the market value and trading of the Company’s stock and on the Company’s cash flows; uncertainties as to the use by the Company of any shares repurchased; the uncertainty that the Company will achieve its short-term and long-term profitability and growth goals; uncertainties associated with market acceptance of and demand for the Company’s products and services; the impact of competitive products and pricing, the dependence on third-party suppliers and their pricing; its ability to meet product demand; the availability of 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 First American Capital Corporation with the Securities and Exchange Commission. A more complete description of the Company’s business is provided in First American Capital Corporation’s most recent annual, quarterly and current reports, which are available from the Company without charge or at http://www.sec.gov.