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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 Statement1
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ 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 ] No fee required.
[ ] 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
5) Total Fee Paid:
___________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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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___________________________________________________________
CHURCH LOANS & INVESTMENTS TRUST
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
TO BE HELD
JULY 17, 1998
___________________________________________________________
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Church Loans &
Investments Trust (the "Trust"), will be held in the second floor Conference
Room of Amarillo National Bank Plaza Two, 500 S. Taylor, Amarillo, Texas on July
17, 1998 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 P.L.L.C. 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, 1998, 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.
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUST MANAGERS.
DATED: June 26, 1998
By Order of the Board of Trust Managers
/S/ Larry G. Brown
------------------
Larry G. Brown,
Secretary
___________________________________________________________
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 O AMARILLO, TEXAS 79106
___________________________________________________________
The enclosed Proxy is solicited by the Board of Trust Managers of the Trust
in connection with the 1998 Annual Meeting of Shareholders of the Trust to be
held on Friday, July 17, 1998 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 26, 1998. A copy of the Trust's annual report for 1998
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, 1998 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, 1998, 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.
There were no persons known by the Trust to own beneficially more than 5
percent of the shares of beneficial interest in the Trust as of March 31, 1998.
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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
___________________ _______________________ ________
ALL TRUST MANAGERS
AND EXECUTIVE OFFICERS
AS A GROUP 437,565 6.24%
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:
________________________________________________________________________________
Number of Shares in
Trust Trust Beneficially Percentage of
Manager Owned as of Outstanding
Name, Age & Principal Occupation Since March 31, 1998 Shares in Trust
_________________________________ _______ ______________________ _______________
B. R. McMorries, age 71,
is a consulting engineer
(Chairman of the Board
of Trust Managers) ........... 1963 299,477 4.273%
________________________________________________________________________________
Larry Brown, age 55, is the
president of Larry Brown Realtors,
Inc. (Secretary of the Board of
Trust Managers) ................ 1981 35,327 0.504%
________________________________________________________________________________
Jack R. Vincent, age 68, is
engaged in farming and ranching. 1989 9,576 0.137%
________________________________________________________________________________
Robert E. Martin, age 48, is
the president/CEO of Santa Fe
Federal Credit Union (Vice Chairman
of the Board of Trust Managers). 1990 3,012 0.043%
________________________________________________________________________________
Steve Rogers, age 50, is the
president of Steve Rogers Co.,
a real estate appraisal firm ... 1990 1,300 0.019%
________________________________________________________________________________
Mike Bahn, age 54, is the president
of Amarillo Blueprint Co., an office
equipment and supply and reproduction
services business .............. 1997 1.650 0.020%
________________________________________________________________________________
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________________________________________________________________________________
Terry Hays, age 47, is the Information Systems
Manager for Perdue, Brandon, Fielder, Collins
and Mott, Attorneys at Law ..... 1998 304 0.004%
________________________________________________________________________________
Pursuant to the By-laws, the existing Board of Trust Managers appointed
Terry Hays to the Board of Trust Managers at its February 1998 special meeting.
All of the Trust Managers of the Trust as a group beneficially own 350,646
shares or 5.00% of all outstanding shares of beneficial interest in the Trust.
During the year ended March 31, 1998, the Board of Trust Managers of the
Trust met on a total of thirteen occasions. Twelve of these occasions were for
regular monthly meetings. The October 1997 regular monthly meeting included an
extended planning retreat. One meeting was a special meeting held on February
17, 1998. 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 McMorries, Hays
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 a Compensation Committee which consists of Messers Rogers,
Vincent and Martin. This committee met twice during the Trust's last fiscal
year. The Compensation Committee is primarily responsible for reviewing the
compensation of the Trust's staff and making recommendations regarding same to
the entire Board of Trust Managers. The Trust has no nominating committee of the
Board of Trust Managers.
Foy W. Shackelford and Everett B. Blanton had previously served on the
Board of Trust Managers of the Trust. During the fiscal year, Mr. Blanton
resigned as a Trust Manager and Mr. Shackelford's resignation is effective July
17, 1998 at 7:00 p.m. with the convening of the annual shareholders' meeting. To
the knowledge of the Trust, neither Mr. Shackelford nor Mr. Blanton had any
disagreements with the Trust on any matter relating to the Trust's operations,
policies or practices.
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 1998 exceeded $100,000 for
services rendered in all capacities.
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Annual Compensation
__________________________________
Fiscal Other Annual
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
____________________________________ ________ ____________ _______ ____________
CEO - M. Kelly Archer - age 46 1998 107,133 0 6,036
Manager of Operations 1997 101,267 0 6,520
1996 110,333 0 6,665
TRUST MANAGERS' COMPENSATION
The Board of Trust Managers of the Trust were paid $46,700 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 $500.00 per month for
serving in such capacity. The remaining members of the Board of Trust Managers
are paid $300.00 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.
In addition, a Trust Manager receives $200.00 per day for their services when
out of town on trust business. This is done on a very limited basis to inspect
the collateral of a prospective loan.
The members of the Board of Trust Managers of the Trust are not otherwise
employed or compensated by the Trust.
TRUST MANAGERS RATIFICATION OF SELECTION OF AUDITORS
The Board of Trust Managers has selected Clifton Gunderson P.L.L.C.,
independent certified public accountants, as the auditors of the financial
statements of the Trust for the fiscal year ending March 31, 1999. 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, 1998.
The Board of Trust Managers of the Trust recommends a vote FOR the
ratification of the selection of Clifton Gunderson P.L.L.C., 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 P.L.L.C. 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
Amarillo National Bank, the Trust's primary lender. As of March 31, 1998, the
Trust had entered into Master Note Agreements with B. R. McMorries, Chairman of
the Board of Trust Managers, and related persons, in the amount of $1,126,119;
and Larry Brown, Secretary of the Board of Trust Managers and related persons,
in the amount of $209,705; and Foy W. Shackelford, present Member of the Board
of Trust Managers, in the amount of $331,656. Furthermore, as of March 31, 1998,
the Trust had issued and outstanding Secured Savings Certificates
("Certificates") issued to B. R. McMorries and related persons, in the amount of
$225,000.
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The terms of such Master Notes and Certificates are the same as Master Notes and
Certificates 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 1999 must be received at the Trust's principal executive
office shown on the first page of this proxy statement not later than February
25, 1999 in order to be included in the proxy material for the 1999 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 Trust's officers and directors and persons who own more than ten percent
(10%) of the Trust's outstanding shares of beneficial 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
Larry Brown, Secretary
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________________________________________________
PROXY FOR ANNUAL MEETING
OF SHAREHOLDERS, JULY 17, 1998
________________________________________________
The undersigned hereby appoints B.R. McMorries and Robert E. Martin, 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 17, 1998 and
at any and all adjournments thereof.
TRUST MANAGERS
1. TRUST MANAGERS RECOMMEND: A vote for election of the following trust
managers:
Nominees: B.R. McMorries, Robert E. Martin, Larry Brown,
Jack R. Vincent, Steve Rogers, Mike Bahn and Terry Hays.
[ ] FOR ALL NOMINEES
[ ] WITHHOLD ALL NOMINEES
[ ] Withhold authority to vote for the following
nominees: _________________________________________
PROPOSALS
2. TRUST MANAGERS RECOMMEND: Approval of Clifton Gunderson P.L.L.C. as
independent auditors for the fiscal year ending March 31, 1999:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
* NOTE * SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF
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 ALL TRUST MANAGERS AND FOR PROPOSAL 2.
The undersigned acknowledges receipt with this proxy of a copy of the notice of
annual meeting of shareholders and proxy statement dated June 26, 1998.
_______________________________________________ ____ / ____ / ____
Signature(s) Date
________________________________________________________________________________
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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