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FORM 10-KSB405/A AMENDMENT NO.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[ X ] AMENDMENT NO.1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 1996
[ _ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to ________.
Commission File No. 08117
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CHURCH LOANS & INVESTMENTS TRUST
(Name of small business issuer in its charter)
Texas 75-6030254
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5305 I-40 West, Amarillo, Texas 79106
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(Address of principal executive offices) (Zip Code)
(806) 358-3666
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(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: Shares of Beneficial Interest
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Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ _ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of registrant's
<PAGE>
knowledge, in definitive proxy or information statements incorporated
by reference of part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [ X ]
Issuer's revenues for its most recent fiscal year: $4,207,176.
The aggregate market value of the voting stock held by
non-affiliates of the registrant is $14,685,039.00 as of June 15, 1996.
The number of shares outstanding of each of the issuer's classes
of common stock, as of March 31, 1996 is 7,007,402 shares of beneficial
interest.
Documents Incorporated by Reference:
Portions of the Annual Report to Shareholders for the year ended
March 31, 1995, are incorporated by reference into Parts II and III.
Exhibits 3(a) and 3(b) included in Form S-11 under File No.
2-51235 are incorporated by reference into Part III.
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TABLE OF CONTENTS
FORM 10-KSB/A ANNUAL REPORT - 1996
CHURCH LOANS & INVESTMENTS TRUST
Page
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PART II
Item 7: Financial Statements ................... 4
Item 8: Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure .................. 4
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Item7: FINANCIAL STATEMENTS
Financial Statements at March 31, 1996, and 1995 and for each of the
years in the two-year period ended March 31, 1996, are incorporated by
reference from Pages 13 through 26 of the 1996 Annual Report to
Shareholders.
The report of Clifton Gunderson P.L.L.C., independent certified public
accountants, with respect to the financial statements at March 31,
1996, and for the year then ended, have been included herein as an
Exhibit.
The report of KPMG Peat Marwick LLP, independent certified public
accountants, with respect to the financial statements at March 31,
1995, and for the year then ended, have been included herein as an
Exhibit.
Item 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
KPMG Peat Marwick LLP was previously the principal accountants for the
Trust. As of June 1, 1995, KPMG Peat Marwick LLP sold its Amarillo,
Texas office to Clifton Gunderson P.L.L.C. Therefore, on June 14, 1995
the Trust dismissed KPMG Peat Marwick LLP as the Trust's independent
auditors. The decision to change accountants was approved by the Board
of Trust Managers.
The KPMG Peat Marwick LLP report on the financial statements for the
1995 and 1994 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 LLP 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 engaged Clifton Gunderson P.L.L.C.,
independent certified public accountants, on June 14, 1995, as the
auditors of the financial statements of the Trust for the fiscal year
ending March 31, 1996.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CHURCH LOANS & INVESTMENTS TRUST
DATE: July 11, 1996 By: /S/ B.R. McMorries
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B.R. McMorries,
Chairman of the Board of
Trust Managers
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signature Capacity Date
/s/ B.R. McMorries Chairman of the Board 7-11-96
------------------ of Trust Managers
B.R. McMorries (Principal executive
officer)
/s/ Fow W. Shackelford
---------------------- Trust Manager 7-11-96
Foy W. Shackelford
/s/ Larry Brown Secretary of the Board 7-11-96
------------------ of Trust Managers
Larry Brown
/s/ M. Kelly Archer Principal financial and 7-11-96
------------------ accounting officer
M. Kelly Archer
------------------ Trust Manager ___/___/___
Everett B. Blanton, Jr.
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<PAGE>
------------------ Trust Manager ___/___/___
Jack R. Vincent
------------------ Vice-Chairman of the ___/___/___
Robert E. Martin Board of Trust Managers
/s/ Steve Rogers Trust Manager 7-11-96
------------------
Steve Rogers
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CHURCH LOANS & INVESTMENTS TRUST
INDEX TO EXHIBITS
Item 13(a)
(99) - 99.1 Report of Clifton Gunderson P.L.L.C.
99.2 Report of KPMG Peat Marwick LLP
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The Board of Trust Managers and Shareholders
Church Loans & Investments Trust
Amarillo, Texas
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Church Loans & Investments
Trust (a real estate investment trust) as of March 31, 1996, and the related
statements of income, shareholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Church Loans & Investments
Trust as of March 31, 1996, and the results of its operations and its cash flows
for the year then ended, in conformity with generally accepted accounting
principles.
/s/ Clifton Gunderson P.L.L.C.
Amarillo, Texas
May 1, 1996
99.1
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INDEPENDENT AUDITORS' REPORT
The Board of Trust Managers and Shareholders
Church Loans & Investments Trust:
We have audited the accompanying balance sheet of Church Loans & Investments
Trust (a real estate investment trust) as of March 31, 1995, and the related
statements of income, shareholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Church Loans & Investments
Trust as of March 31, 1995, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Amarillo, Texas
May 5, 1995
99.2
