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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CHURCH LOANS & INVESTMENTS TRUST
--------------------------------
(Name of Registrant as Specified In Its Charter)
CHURCH LOANS & INVESTMENTS TRUST
--------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
___________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________
3) Filing Party:
___________________________________________________________
4) Date filed:
___________________________________________________________
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================================================
NOTICE OF ANNUAL MEETING
of
SHAREHOLDERS
To Be Held
July 21, 1995
================================================
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Church Loans &
Investment Trust (the "Trust"), will be held at the Centennial Room, First
National Bank, Amarillo, Texas on July 21, 1995 at 7:00 p.m., for the following
purposes:
(1) For the election of Trust Managers of the Trust;
(2) To ratify the selection by the Board of Trust Managers of
CLIFTON, GUNDERSON & CO. as the independent public auditors of
the Trust; and
(3) Transact any other business which may properly be brought before
the meeting.
All of the above matters are more fully described in the accompanying Proxy
Statement.
The Board of Trust Managers of the Trust has designated the close of business on
March 31, 1995, as the record date for the determination of shareholders
entitled to notice of and to vote at this annual meeting.
In order that your shares may be represented at this meeting and to insure a
quorum, please sign and return the enclosed Proxy promptly. A return addressed
envelope, which requires no postage, is enclosed. In the event you are able to
attend in person, at your request, the Proxy will be cancelled.
DATED: June 28, 1995
By Order of the Board of Trust Managers
/S/ Larry G. Brown
------------------
Larry G. Brown,
Secretary
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IMPORTANT: Whether or not you plan to attend the meeting, you are requested to
complete and promptly return the enclosed Proxy in the envelope
which has been provided.
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================================================
PROXY STATEMENT
CHURCH LOANS & INVESTMENTS TRUST
5305 I-40 West - Amarillo, Texas 79106
================================================
The enclosed Proxy is solicited by the Board of Trust Managers of the Trust
in connection with the 1995 Annual Meeting of Shareholders of the Trust to be
held on Friday, July 21, 1995 at the time and place and for the purposes stated
in the accompanying Notice of Annual Meeting of Shareholders. Such solicitation
is being made by mail, and the Trust may also use its officers and regular
employees to solicit Proxies from shareholders either in person or by telephone,
telegraph or letter without extra compensation.
Any Proxy given pursuant to such solicitation may be revoked by the
Shareholder at any time prior to the voting of the Proxy.
The entire cost of such solicitation, which represents the amount normally
expended for a solicitation relating to an uncontested election of Trust
Managers, will be borne by the Trust.
This Proxy Statement and the accompanying Proxy are first being mailed to
the shareholders on June 28, 1995. A copy of the Trust's annual report for 1995
accompanies this Proxy Statement.
PRINCIPAL HOLDERS OF SHARES OF BENEFICIAL INTEREST IN THE TRUST
Shareholders of record at the close of business on March 31, 1995 are
entitled to notice of, and vote at the meeting. Each share of beneficial
interest in the Trust outstanding on the record date is entitled to one vote. As
of the close of business on March 31, 1995, there were 7,007,402 shares of
beneficial interest in the Trust which were outstanding.
The presence, in person or by proxy, of the holders of a majority of the
total of the outstanding voting shares of beneficial interest in the Trust is
necessary to constitute a quorum at the Annual Meeting. Approval of the
proposals to be presented at the Annual Meeting will require the affirmative
vote of a majority of the shares present at the meeting, in person or by proxy.
Votes are manually counted and tabulated.
Abstentions from voting will be included for purposes of determining
whether the requisite number of affirmative votes are received on any matters
submitted to the stockholders for vote and, accordingly, will have the same
effect as a vote against such matters. If a broker indicates on the proxy that
it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote, and will have no effect on the vote, in respect to that matter.
The following table indicates the persons known by the Trust to own
beneficially more than 5 percent of the shares of beneficial interest in the
Trust:
Name and Address of Amount of and Nature Percent
Beneficial Owner of Beneficial Ownership Of Class
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B. R. McMorries 354,057 5.053%
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The following table indicates the shares of the Trust owned beneficially by
the Trust Managers and Executive Officers, as a group:
Name and Address of Amount of and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
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All Trust Managers and Executive
Officers as a Group 476,287 6.797%
ELECTION OF TRUST MANAGERS
Seven Trust Managers are to be elected at this Annual Meeting, all to hold
office until the next Annual Meeting and until their successors have been duly
elected. All of the nominees are presently Trust Managers of the Trust.
The enclosed Proxy, unless authority to vote is withheld, will be voted for
the selection of the nominees named herein as Trust Managers of the Trust. In
the event any one or more of such nominees shall unexpectedly become unavailable
for election, votes will be cast for such person or persons as may be designated
by the Board of Trust Managers.
The names of, and certain information with respect to, the persons
nominated by the Board of Trust Managers for election as Trust Managers are as
follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Shares in
Trust Trust Beneficially Percentage of
Manager Owned as of Outstanding
Name, Age & Principal Occupation Since March 31, 1995 Shares in Trust
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
B. R. McMorries, age 68, is a consulting engineer
(Chairman of the Board of Trust Managers) ................................... 1963 354,057 5.053%
Foy W. Shackelford, age 80, is a retired dentist
(Vice-Chairman of the Board of Trust Managers) .............................. 1963 22,909 0.327%
Everett B. Blanton, Jr., age 73, is a retired dentist ....................... 1963 2,602 0.037%
Larry Brown, age 52, is the president of Larry
Brown Realtors, Inc. (Secretary of the Board of
Trust Managers) ............................................................. 1981 27,254 0.389%
Jack R. Vincent, age 65, is engaged in farming
and ranching ................................................................ 1989 5,564 0.079%
Robert E. Martin, age 45, is the president/CEO of
Santa Fe Federal Credit Union ............................................... 1990 3,012 0.043%
Steve Rogers, age 47, is the president of Steve
Rogers Co., a real estate appraisal firm .................................... 1990 1,300 0.019%
-----
</TABLE>
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<PAGE>
All of the Trust Managers of the Trust as a group beneficially own 416,698
shares or 5.947% of all outstanding shares of beneficial interest in the Trust.
During the year ended March 31, 1995, the Board of Trust Managers of the
Trust met on a total of twelve occasions. All of these occasions were for
regular monthly meetings. All Trust Managers attended 75% or more of the
aggregate of the meetings of the Board of Trust Managers.
The Trust has an Audit Committee which consists of Messers Shackelford,
McMorries, Blanton and Martin. This committee, which met twelve times during the
Trust's last fiscal year, is primarily responsible for reviewing the activities
of the Trust's independent auditors; reviewing and evaluating recommendations of
the auditors; recommending areas of review to the Trust management; and
reviewing and evaluating the Trust's accounting policies, reporting practices
and internal controls.
The Trust has no nominating or compensation committees of the Board of
Trust Managers.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid during each of the Trust's last three fiscal years to the Trust's Manager
of Operations (CEO). The Trust has no other executive officers whose salary,
bonuses and other compensation earned during fiscal 1995 exceeded $100,000 for
services rendered in all capacities.
Annual Compensation
----------------------------------------
Fiscal Other Annual
Name and Principal Position Year Salary Bonus Compensation
- ----------------------------------- ------ ------- ----- ------------
CEO - M. Kelly Archer 1995 112,200 0 6,050
Manager Of Operations 1994 105,800 0 5,516
1993 96,733 0 4,893
Trust Managers' Compensation
The Board of Trust Managers of the Trust were paid $37,700 in cash as a
group during the last fiscal year for services as Trust Managers. The Chairman
of the Board of Trust Managers, B. R. McMorries, is paid $400.00 per month for
serving in such capacity. The remaining members of the Board of Trust Managers
are paid $200.00 per month for serving as a member of the board. All Trust
Mangers are paid an additional $100.00 per board or committee meeting attended.
The members of the Board of Trust Managers of the Trust are not otherwise
employed or compensated by the Trust.
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<PAGE>
Trust Managers Ratification of Selection of Auditors
The Board of Trust Managers has selected Clifton, Gunderson & Co.,
independent certified public accountants, as the auditors of the financial
statements of the Trust for the fiscal year ending March 31, 1996. At the
meeting the shareholders will vote upon a proposal to ratify the selection of
this firm as auditors. No member of such firm, or any associate thereof, has any
financial interest in the Trust. A member of such firm will be present at the
meeting and will be given the opportunity to make a statement and to answer any
questions any shareholder may have with respect to the financial statements of
the Trust for the fiscal year ended March 31, 1995.
The Trust's auditors were KPMG Peat Marwick. As of June 1, 1995, KPMG Peat
Marwick sold its Amarillo, Texas office to Clifton, Gunderson & Co. Therefore,
on June 14, 1995 the Trust dismissed KPMG Peat Marwick as the Trust's
independent auditors. The decision to change accountants was approved by the
Board of Trust Managers. The KPMG Peat Marwick report on the financial
statements for the past two fiscal years did not contain any adverse opinion,
disclaimer of opinion, nor any qualification or modification as to uncertainty,
audit scope, or accounting principles. Furthermore, there were no disagreements
with KPMG Peat Marwick on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement in regard to the audits of the fiscal years ended March 31, 1994
and March 31, 1995.
The Board of Trust Managers of the Trust recommends a vote FOR the
ratification of the selection of Clifton, Gunderson & Co., as auditors for the
current fiscal year. All Proxies solicited by the Board of Trust Managers will
be voted in accordance with the specifications on the form of the Proxy. Where
no specification is made, Proxies will be voted FOR the ratification of the
selection of Clifton, Gunderson & Co. as auditors of the Trust for the current
fiscal year.
Certain Transactions
The Trust issues a limited number of "Master Notes" which are unsecured
debt instruments of the Trust. The Trust pays the obligee of such notes interest
at the rate of one percent per annum (1%) less than the prime lending rate of
Boatmen's First National Bank of Amarillo, the Trust's primary lender. As of
March 31, 1995, the Trust had entered into Master Note Agreements with McMorries
Trust, a trust established by and for the benefit of B. R. McMorries, Chairman
of the Board of Trust Managers, in the amount of $260,728; with Foy W.
Shackelford, Vice-Chairman of the Board of Trust Managers, in the amount of
$188,912; and Larry Brown, Secretary of the Board of Trust Managers, in the
amount of $2,702. The terms of such Master Notes are the same as Master Notes
entered into with other unrelated persons, except as to the amounts thereof.
Shareholder's Proposals
Any proposal which a shareholder expects to present at the next annual
meeting to be held in 1996 must be received at the Trust's principal executive
office shown on the first page of this proxy statement not later than February
19, 1996 in order to be included in the proxy material for the 1996 meeting.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires
the Company's officers and directors and persons who own more than ten percent
(10%) of the Trust's outstanding shares of beneficial
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<PAGE>
interest, to file initial reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Additionally, Item 405 of Regulation
S-B under the Act requires the Trust to identify in its proxy statement those
individuals for whom such reports were not filed on a timely basis.
Based upon information provided to the Trust by individual Trust Managers
and Executive Officers, the Trust believes that during the preceding fiscal year
the Trust Managers and Executive Officers have complied with all such applicable
filing requirements.
Other Matters
The Board of Trust Managers has no knowledge of any other matters which may
come before the meeting and does not intend to present any other matters.
However, if any other matter shall properly come before the meeting or any
adjournment thereof, the persons named as proxies will have discretionary
authority to vote the shares represented by the accompanying proxy in accordance
with their best judgment.
By Order of the Board of Trust Managers
/S/ Larry G. Brown
------------------
Larry G. Brown,
Secretary
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================================================
PROXY FOR ANNUAL MEETING
OF SHAREHOLDERS, JULY 21, 1995
================================================
The undersigned hereby appoints B.R. McMorries and Foy W. Shackelford, and
either of them, proxies for the undersigned, with full power of substitution, to
represent the undersigned and to vote all of the shares of beneficial interest
in Church Loans & Investments Trust which the undersigned is entitled to vote at
the annual meeting of shareholders of the Trust to be held on July 21, 1995 and
at any and all adjournments thereof.
1. Election of Trust Managers.
Nominees:B.R. McMorries, Foy W. Shackelford, Everett B. Blanton, Jr.,
Larry Brown, Jack R. Vincent, Robert E. Martin and Steve
Rogers.
[ ] For all nominees listed above; except vote withheld
from the following nominees (if any).
[ ] Withhold authority to vote for all nominees listed above.
List exceptions here___________________________________________________
2. Proposal to approve the appointment of Clifton, Gunderson & Co. as
independent public auditors for the fiscal year ending March 31, 1996.
[ ] Approval [ ] Disapproval [ ] Abstain
3. In their discretion, on such matters as may properly come before the
meeting.
[ ] Approval [ ] Disapproval [ ] Abstain
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUST MANAGERS AND WILL BE
VOTED AS DESCRIBED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, AND 3.
The undersigned acknowledges receipt with this proxy of a copy of the notice of
annual meeting of shareholders and proxy statement dated June 21, 1995.
__________________________ __________________________
(signature of shareholder) (signature of shareholder)
Dated _______________, 1995.
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IMPORTANT: Please date this proxy and sign exactly as your name or names appear
thereon. If shares are held jointly, the administrators, trustees,
guardians and others signing in a representative capacity, please
give their full titles. Please sign and return in the prepaid
envelope.
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