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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 16, 1999
___________________________________________________________
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
16, 1999 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, 1999, 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 25, 1999
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 AMARILLO, TEXAS 79106
___________________________________________________________
The enclosed Proxy is solicited by the Board of Trust Managers of the Trust in
connection with the 1999 Annual Meeting of Shareholders of the Trust to be held
on Friday, July 16, 1999 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 25, 1999. A copy of the Trust's annual report for 1999
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, 1999 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, 1999, there were 7,000,806 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, 1999.
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 498,249 7.12%
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 72,
is a consulting engineer
(Chairman of the Board
of Trust Managers) ........... 1963 277,310 3.961%
________________________________________________________________________________
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________________________________________________________________________________
Larry Brown, age 56, is the
president of Larry Brown Realtors,
Inc. (Vice-Chairman and Secretary
of the Board of Trust Managers) 1981 35,327 0.504%
________________________________________________________________________________
Jack R. Vincent, age 69, is
engaged in farming and ranching. 1989 9,576 0.137%
________________________________________________________________________________
Steve Rogers, age 51, is the
president of Steve Rogers Co.,
a real estate appraisal firm .... 1990 1,300 0.019%
________________________________________________________________________________
Mike Bahn, age 55, is the president
of Amarillo Blueprint Co., an office
equipment and supply and reproduction
services business ............... 1997 1.650 0.024%
________________________________________________________________________________
Terry Hays, age 48, is the Information Systems
Manager for Perdue, Brandon, Fielder, Collins
and Mott, Attorneys at Law ...... 1998 2,246 0.032%
________________________________________________________________________________
Alfred J. Smith, age 64, is in the independent
oil and gas production business . 1999 716 0.010%
________________________________________________________________________________
Pursuant to the By-laws, the existing Board of Trust Managers appointed Al Smith
to the Board of Trust Managers at its January 1999 regular meeting.
All of the Trust Managers of the Trust as a group beneficially own 328,125
shares or 4.687% of all outstanding shares of beneficial interest in the Trust.
During the year ended March 31, 1999, the Board of Trust Managers of the Trust
met on a total of thirteen occasions. Twelve of these occasions were for regular
monthly meetings. One meeting was a special meeting held on December 2, 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
Vincent. 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 Smith. This committee did not meet 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.
Robert E. Martin had previously served on the Board of Trust Managers of the
Trust. During the fiscal year, Mr. Martin resigned as a Trust Manager effective
January 31, 1999. To the knowledge of the Trust, Mr. Martin did not have any
disagreements with the Trust on any matter relating to the Trust's operations,
policies or practices. In fact, Mr. Martin resigned upon Mr. Martin's taking the
position of Vice-President-Lending of the Trust. Mr. Martin is now a full-time
employee and officer of the Trust.
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 1999 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 - age 47 1999 102,997 0 6,613
Manager of Operations 1998 107,133 0 6,036
1997 101,267 0 6,520
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TRUST MANAGERS' COMPENSATION
The Board of Trust Managers of the Trust were paid $51,800 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, 2000. 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, 1999
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, 1999, 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
$1,207,565.44; and Larry Brown, Secretary of the Board of Trust Managers and
related persons, in the amount of $282,193.97; and the First State Bank, Happy,
Texas of which Jack R. Vincent, member of the Board of Trust Managers, owns,
either directly or indirectly, 10% or more of the outstanding stock, in the
amount of $706,202.38. 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 2000 must be received at the Trust's principal executive office
shown on the first page of this proxy statement not later than February 25, 2000
in order to be included in the proxy material for the 2000 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 16, 1999
________________________________________________
The undersigned hereby appoints B.R. McMorries and Larry G. Brown, 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 16, 1999 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, Larry G. Brown, Jack R. Vincent,
Steve Rogers, Mike Bahn. Terry Hays and Alfred J. Smith.
[ ] 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, 2000:
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 25, 1999.
_______________________________________________ ____ / ____ / ____
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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