SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
<PAGE>
[X] QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________.
Commission File Number 000-18887
COLONIAL TRUST COMPANY
(Exact name of registrant as specified in its charter)
Arizona 75-2294862
(State of Incorporation) (IRS Employer Identification Number)
5336 N. 19th Avenue
Phoenix, Arizona 85015
(Address of principal executive offices)
602-242-5507
(Registrant's telephone number)
<PAGE>
NONE
(Former name, address and fiscal year, if changed since
last report)
Check whether the issuer (1) 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents
and reports required to be filed by Section 12, 13
or 15 (d) of the Exchange Act after the distribution of securities
under a plan confirmed by court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each
of the issuer's classes of common equity, as of the last
practicable date: 765,577
Transitional Small Business Disclosure Format (check one):
Yes No X
<PAGE>
COLONIAL TRUST COMPANY
INDEX
Page
Part I. Financial Information:
Item 1. Financial Statements 4
Condensed Balance Sheets 4
Condensed Statements of
Earnings 5
Condensed Statements
of Cash Flow 6
Notes to Condensed
Financial Statements 7
Item 2: Management's Discussion
and Analysis or Plan of Operation 11
Part II. Other Information
Item 1: Legal Proceedings 16
Item 2: Changes in Securities 16
Item 3: Default Upon Senior
Securities 16
Item 4: Submission of Matters
to a Vote of Security Holders 16
Item 5: Other Information 16
Item 6: Exhibits and Reports
on Form 8-K 16
SIGNATURES
<PAGE>
COLONIAL TRUST COMPANY
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets (Unaudited)
December 31, 1998 and March 31, 1998
ASSETS December 31, 1998 March 31, 1998
Cash and cash
Equivalents $ 82,133 $28,475
Receivables 459,519 390,758
Note receivable 412,095 389,489
Property, furniture
and equipment, net 758,599 712,482
Excess of cost over
fair value acquired,
net 144,293 153,420
Other assets 129,504 105,449
Restricted cash 333,545 168,206
$2,319,688 $1,948,279
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
and accrued
liabilities $186,721 $132,375
Income tax payable 73,764 47,605
Deferred income
taxes 11,830 11,830
Total Liabilities 272,315 191,810
Stockholders' equity:
Common stock,
no par value;
25,000,000 shares
authorized, 767,813
issued and outstanding,
at December 31, 1998
and 772,929 issued and
outstanding at
March 31, 1998 555,177 554,942
Additional
paid-in capital 505,347 505,347
Retained earnings 986,849 696,180
Total
stockholders'
equity 2,047,373 1,756,469
$2,319,688 $1,948,279
<PAGE>
See accompanying notes to condensed financial
statements.
COLONIAL TRUST COMPANY
Condensed Statements of Earnings (Unaudited)
Three-month period Nine-month period
ended December 31, ended December 31,
Revenues: 1998 1997 1998 1997
Bond servicing
Income $526,431 $394,331 $1,464,810 $1,178,853
IRA servicing
fees-corporate 122,175 71,688 315,063 262,917
IRA servicing
fees-personal
trust 30,603 16,929 86,962 54,292
Trust fee income 107,544 73,427 323,720 206,670
Interest income 13,32 10,402 36,759 29,475
Total revenue 800,077 566,777 2,227,314 1,732,207
General and
administrative
expenses 599,796 477,581 1,711,281 1,470,005
Earnings before
income taxes 200,281 89,197 516,031 262,202
Income taxes 81,547 36,892 209,740 106,969
Net earnings $118,734 $52,305 $306,291 $155,233
Basic net
earnings per
common share $.16 $.07 $.40 $.20
Diluted net
earnings per
common share $.15 $.07 $.39 $.20
<PAGE>
Weighted average
shares outstanding
- basic 764,503 776,681 766,388 777,386
Weighted
average shares
outstanding
- diluted 778,047 790,323 779,994 791,028
See accompanying notes to condensed financial statements.
<PAGE>
COLONIAL TRUST COMPANY
Condensed Statements of Cash Flows (Unaudited)
Nine-month period
ended December 31,
1998 1997
Cash flows from
operating activities:
Net earnings $306,29 $155,233
Adjustments to reconcile net
earnings to
net cash provided by
operating activities:
Depreciation and
amortization 67,305 61,980
Increase in receivables (68,761) (167,412)
(Increase) Decrease in
other assets (24,055) 37,884
Increase in accounts
payable and accrued liabilities 54,346 9,537
Increase in income tax payable 26,159 2,874
Net cash provided by
operating activities 361,285 100,096
Cash flows from investing activities:
Purchase of property,
furniture and equipment (104,295) (33,330)
Additions to note receivable (22,606) (21,220)
Increase in restricted cash (165,339) 0
Net cash used in investing
activities (292,240) (54,550)
Cash flows from financing activities:
Proceeds from sale of
common stock 235 0
Purchase and retirement
of common stock (15,622) (11,100)
Net cash used in financing
activities (15,387) (11,100)
Increase in cash and
cash equivalents 53,658 34,446
Cash and cash equivalents
at beginning of period 28,475 132,426
Cash and cash equivalents
at end of period $82,133 $166,872
See accompanying notes to condensed financial statements.
<PAGE>
COLONIAL TRUST COMPANY
Notes to Condensed Financial Statements
Significant Accounting Policies
In the opinion of Colonial Trust
Company (the "Company"), the accompanying
unaudited condensed financial statements
contain all adjustments necessary to present
fairly the financial position, the results of
operations and cash flows for the periods
presented. The accompanying statements
do not include all disclosures considered
necessary for a fair presentation in
conformity with generally accepted accounting
principles. Therefore, it is recommended that
these accompanying statements be read in
conjunction with the financial statements appearing
in the Company's Annual Report on Form
10-KSB for the year ended March 31, 1998.
Nature of Business
The Company was incorporated on
August 15, 1989, in the State of
Arizona for the purpose of engaging in
the business of acting as a fiduciary.
The Company is domiciled in the
State of Arizona and is regulated by the
Arizona State Banking Department.
Its Common Stock is registered under
the Securities Exchange Act of 1934.
The Company serves as trustee under
various bond indentures for issuers
of bonds in 39 states. The issuers
are primarily churches and other
non-profit organizations. As trustee,
the Company receives, holds, invests
and disburses the bond proceeds as
directed by the applicable trust indenture
and receives weekly or monthly sinking
fund payments from the issuer of bonds,
and, as paying agent, pays the semi-annual
principal and interest payments to
the bondholders.
The Company also serves
as trustee of self-directed individual
retirement accounts for certain
bondholders or employees of religious
organizations.
On November 1, 1995, the Company
purchased all of the issued and outstanding
capital stock of Camelback Trust
Company ("Camelback"). Effective on
August 1, 1996, Camelback was
merged with and into the Company,
the Company continued as the surviving
corporation, and the separate existence
of Camelback terminated effective as of
such date. Camelback now operates
as the Company's "Personal Trust
Division." The Personal Trust
division provides investment management,
administration and custodial services for
customers with various securities held in trust
or in investment agency accounts.
<PAGE>
COLONIAL TRUST COMPANY
Notes to Condensed Financial Statements
(b) Revenue Recognition
The Company is compensated for its
services as trustee and paying agent in
one of three ways. The first fee
structure allows the Company to invest
trust funds held for disbursement and
retain the gains and earnings therefrom.
The second fee structure requires the
issuing institution to pay a percentage of
the bond proceeds to the Company for
set-up and bond printing costs during
the first year. Additionally, an annual
maintenance fee is required each year.
]The third fee structure entitles the Company
to interest earnings up to 2.5% of daily
trust funds held in bond program fund
accounts in lieu of a set-up fee. Annual
maintenance fees and bond printing costs
are charged as a percentage of the related
bond issue. The Company's policy is to
allow the non-profit issuer to choose
between the three fee structures. The
Company believes that the third
fee structure is currently utilized by a majority
of the Company's competitors.
The Company also receives fees for
services provided as custodian for self-directed
individual retirement accounts. For its
services as trustee, the Company receives
an annual base fee of $40 and a transaction
fee of $5 per transaction for each transaction
in excess of 12 per year. The Company also
retains, as a portion of its fee, earnings
of 2% on the daily uninvested balance in each
IRA account.
The Company's Personal Trust Division
generates revenues based on two fee structures.
The first structure represents a percentage of
the fiduciary assets, which are held as
trustee or agent. Fees are assessed
on a quarterly basis to individual accounts
according to the fair market value of the
supporting fiduciary assets in such account
at the end of each quarter. Under the second
fee structure, the Company charges an annual
fee which is set up to cover the maintenance
of fiduciary assets which the Company holds
in both trust and self-directed IRA accounts.
<PAGE>
(c) Computation of Basic and Diluted
Net Earnings Per Common Share
Basic earnings per share is computed based
on weighted average shares outstanding and
excludes any potential dilution from
stock options, warrants and other common
stock equivalents. Diluted EPS reflects
potential dilution from the exercise or conversion
of securities into common stock or from other
contracts to issue common stock.
COLONIAL TRUST COMPANY
Notes to Condensed Financial Statements
(d) Reclassifications
Certain reclassifications have been made
to prior year balances to conform to the
current year presentation.
Note Receivable
On December 1, 1990, the Company
entered into a Master Note and Letter
Agreement with Church Loans and Investment
Trust, Inc., its former parent corporation.
The Master Note, in the maximum
amount of $1,000,000, is due on demand,
bears interest payable monthly at 1% less
than the prime rate and is unsecured.
Amounts advanced from time to time may
be prepaid and reborrowed.
Lease Commitments
The Company was party to an office
lease for commercial office space
formerly occupied by Camelback as
its executive office. This office lease
terminated on February 14, 1998.
During the nine-month period ended
December 31, 1998, the Company no
longer leased office space.
<PAGE>
COLONIAL TRUST COMPANY
Notes to Condensed Financial Statements
Earnings Per Share
A reconciliation from basic earnings
per share to diluted earnings per share
for the periods ended December 31,
1998, and December 31, 1997, follows:
Three-month period Nine-month period
ended December 31, ended December 31,
1998 1997 1998 1997
Net earnings $118,734 $52,305 $306,29 $155,233
Basic EPS
weighted average
shares
outstanding 764,503 776,681 766,388 777,386
Basic EPS $.16 $.07 $.40 $.20
<PAGE>
Basic EPS
weighted average
shares
outstanding 764,503 776,681 766,388 777,386
Effect of
Dilutive
securities:
stock options 13,544 13,642 13,606 13,642
Diluted EPS
weighted
average
shares
outstanding 778,047 790,323 779,994 791,028
Diluted EPS $.15 $.07 $.39 $.20
On September 24, 1998, the Company's shareholders
approved a one-for-ten reverse common stock split.
Weighted average shares outstanding and basic and
diluted earnings per share for all periods presented
have been adjusted to reflect this reverse common
stock split.
COLONIAL TRUST COMPANY
Notes to Condensed Financial Statements
Item 2. Management's Discussion
and Analysis or Plan of Operation
Results of Operations Three-month Periods
Ended December 31, 1998 and December 31, 1997
The Company reported an increase in net earnings
for the three-month period ended December 31,
1998, compared to the comparable prior period.
The Company had net earnings of $118,734, or
$.15 per share, for the three-month period ended
December 31, 1998, compared to net earnings of
$52,305, or $.07 per share, for the three-month
period ended December 31, 1997, an increase
of 127%. The Company had total revenue
of $800,077 for the three-month period ended
December 31, 1998, compared to total revenue
of $566,777 for the three-month period ended
December 31, 1997, an increase of 41%.
<PAGE>
The Company's bond servicing income increased
to $526,431 for the three-month period ended
December 31, 1998, compared to $394,331
for the three-month period ended December
31, 1997, an increase of 33%. The increase
was primarily attributable to an increase in the
number of bond issues for which the Company
serves as Trustee and Paying Agent. As of
December 31, 1998, the Company was
serving as trustee for the benefit of bondholders
on 434 bond offerings totaling approximately
$365,736,000 in original principal amount; as
of December 31, 1997, the Company was serving
as trustee for the benefit of bondholders
on 400 bond offerings totaling approximately
$313,200,000 in original principal amount. The
increase in new bond offerings is due to the new
business development efforts of the Company.
Income from IRA Accounts increased to
$152,778 for the three-month period
ended December 31, 1998, compared to
$88,617 for the three-month period
ended December 31, 1997, an increase
of 72%. The increase was due primarily
to an increase in the number of IRA Accounts
serviced by the Company. IRA Accounts are
serviced by both the Corporate Trust Division
and the Personal Trust Division of the Company.
As of December 31, 1998, the Company served
as trustee for approximately 7,950 self-directed
Individual Retirement Accounts with total
assets of approximately $153,658,000; as
of December 31, 1997, the Company
served as trustees for approximately 6,300
self-directed Individual Retirement Accounts
with total assets of approximately $138,000,000.
Trust fee income increased to $107,544
for the three-month period ended December
31, 1998, compared to $73,427 for the
three-month period ended December 31,
1997, an increase of 46%. The increase
was due to an increase in the number
of accounts for which the Company serves as
trustee or agent.
<PAGE>
Interest income increased to $13,324 for
the three-month period ended December 31,
1998, compared to $10,402 for the three-month
period ended December 31, 1997, an increase
of 28%. The increase was primarily
attributable to an increase in the note receivable
balance due to reinvestment of earned income.
The Company's general and administrative
expenses increased to $599,796 for the
three-month period ended December 31, 1998,
compared to $477,580 for the three-month
period ended December 31, 1997, an increase
of 26%. The increase was due primarily to
the addition of several staff members,
as well as other additional expenses involved
in administering the Company's growing bond
servicing, IRA and personal trust business.
The Company's general and administrative
expenses decreased as a percentage of the
Company's total revenues to 75% for the
three-month period December 31, 1998,
compared to 84% for the comparable
prior period. The foregoing decrease reflects
the Company's ability to spread its general
and administrative expenses over an expanding
revenue base.
The Company's effective income tax rate
was 40.7% for the three-month period ended
December 31, 1998, and 41.4% for the three-month
period ended December 31, 1997.
Results of Operations Nine-month Periods
Ended December 31, 1998 and December 31, 1997
The Company reported an increase in net
earnings for the nine-month period ended
December 31, 1998, compared to the
comparable prior period. The Company had net
earnings of $306,291, or $.39 per share, for the
nine-month period ended December 31, 1998,
compared to net earnings of $155,233, or
$.20 per share, for the nine-month period ended
December 31, 1997, an increase of 97%. The
Company had total revenue of $2,227,314 for
the nine-month period ended December 31,
1998, compared to total revenue of $1,732,207
for the nine-month period ended December 31,
1997, an increase of 29%.
<PAGE>
The Company's bond servicing income increased
to $1,464,810 for the nine-month period ended
December 31, 1998, compared to $1,178,853
for the nine-month period ended December
31, 1997, an increase of 24%. The increase
was primarily attributable to an increase in the
number of bond issues for which the Company
serves as Trustee and Paying Agent and, to
a lesser extent, a one-time collection of
approximately $45,000 in outstanding fees related
to a settlement of a bankruptcy estate.
Income from IRA Accounts increased to
$402,025 for the nine-month period ended
December 31, 1998, compared to $317,209
for the nine-month period ended December
31, 1997, an increase of 27%. The increase
was due primarily to an increase in the number
of IRA Accounts serviced by the Company.
Trust fee income increased to $323,720 for
the nine-month period ended December 31,
1998, compared to $206,670 for the nine-month
period ended December 31, 1997, an increase
of 57%. The increase was due to an increase
in the number of accounts for which the Company
serves as trustee or agent.
Interest income increased to $36,759 for the
nine-month period ended December 31, 1998,
compared to $29,475 for the nine-month period
ended December 31, 1997, an increase of 25%.
<PAGE>
The increase was primarily attributable to an
increase in the note receivable balance due to
reinvestment of earned income.
The Company's general and administrative
expenses increased to $1,711,283 for
the nine-month period ended December 31,
1998, compared to $1,470,005 for the nine-month
period ended December 31, 1997, an increase
of 16%. The increase was due primarily to
the addition of several staff members, as
well as other additional expenses involved
in administering the Company's growing bond
servicing, IRA and personal trust business.
For the nine-month period ended December
31, 1997, the Company incurred an expense
of approximately $54,500 in connection with
the termination in June 1997 of its proposed
private placement of Common Stock. Such
expenses were for legal, accounting, and
investment banking fees incurred (and previously
accrued by the Company) in connection with
such private placement. The Company sold
no securities in the private placement. The
Company's general and administrative expenses
decreased as a percentage of the Company's
total revenues to 77% for the nine-month period
ended December 31, 1998, compared to 85%
for the comparable prior period. The foregoing
decreases reflect the Company's ability to spread its
general and administrative expenses over an expanding
revenue base.
The Company's effective income tax rate was
40.6% for the nine-month period ended
December 31, 1998, and 40.8% for the nine-month
period ended December 31, 1997.
Year 2000
The Company recognizes the potential business
impacts related to the Year 2000 computer
system issue and is implementing a plan to assess
and improve the Company's state of readiness with
respect to such issues. The Year 2000 issue is
one where computer systems may recognize the
designation "00" as 1900 when it means 2000,
resulting in system failure or miscalculations.
Commencing in 1997, the Company initiated
a comprehensive review of its core information
technology systems, which the Company is
dependent upon for the conduct of day to
day business operations, in order to determine
the adequacy of those systems in light of future
business requirements. Year 2000 readiness was
one of a variety of factors to be considered in the
review of core systems.
<PAGE>
In recognition of the Year 2000 issue, in September
1997, the Company began a comprehensive
review of all information technology and
non-information technology systems used by the
Company, computer hardware and software
products supplied to broker-dealers by the Company,
and computer hardware and software products and
components and other equipment supplied to the
Company by third parties. Such review includes
testing and analysis of Company systems and
inquiries of third parties supplying information
technology and non-information technology systems,
computer hardware and software products and
components, and other equipment to the Company.
The Company has divided its Year 2000 review
into two phases. The first addresses the
Company's core information technology
systems. The second phase addresses
non-core information technology systems,
non-information technology systems, and products,
components and equipment supplied to the
Company from third parties. In addition, the
Company will implement required Year 2000
upgrades and replacements during the second
phase. The Company substantially completed
the first phase of its review in June 1998. The
Company anticipates completing the second phase
by March 1999.
In the first phase of its Year 2000 review, the
Company tested all software products currently
provided to broker-dealers, and determined that
such products were Year 2000 compliant. The
Company also made inquiries of all third
parties supplying the Company with computer
hardware and software products and received
assurances that such products and components
are Year 2000 compliant. With respect to
core information technology, the Company
made inquiries of third parties supplying
computer hardware and software operating
systems to the Company, and received assurances
that such hardware and software systems were Year
2000 compliant.
<PAGE>
The Company has not developed a "worst case"
scenario with respect to Year 2000 issues, but
instead has focused its resources on identifying
material, remediable problems and reducing
uncertainties generally, through the Year 2000
review described above.
At this time, the Company has not developed
Year 2000 contingency plans, other than the
review and remedial actions described above,
and does not intend to do so unless the
Company believes such plans are merited
by the results of its continuing Year
2000 review. The Company maintains
and deploys contingency plans designed to
address various other potential business
interruptions. These plans may be applicable
to address the interruption of support provided
by third parties resulting from their failure to be
Year 2000 ready.
If the Company or the third parties
with which it has relationships were to
cease or not successfully complete its
or their Year 2000 remediation efforts,
the Company would encounter disruptions
to its business that could have a material
adverse effect on its business, financial position
and results of operations. The Company
could be materially and adversely impacted
by widespread economic or financial market
disruption or by Year 2000 computer
system failures at third parties with which
it has relationships. The Company does not
believe expenditures to be Year 2000
compliant will be material, and is expensing
all costs associated with the Year 2000
remediation plan. However, there can be
no assurance that the ultimate cost to identify
and implement solutions to all Year 2000
problems will not be material to the Company.
Liquidity and Capital Resources
Under legislation effective on July 20, 1996,
the Company is required to maintain net
capital of at least $500,000; the Company's
net capital was $2,047,373 on December
31, 1998. The legislation also requires
that the Company's net capital meet
certain liquidity requirements. Specifically,
$166,666, $333,332 and $500,000 of such
net capital must meet the Department's liquidity
requirements by December 31, 1997, December
31, 1998, and December 31, 1999, respectively.
At December 31, 1998, $333,545 of the
Company's net capital met the
<PAGE>
Department's liquidity requirements. The
Company believes that it will be able to
satisfy the foregoing liquidity requirements
from cash on hand and other assets of the
Company. Net cash provided by operating
activities was $361,286 for the nine-month
period ended December 31, 1998. The
Company also believes that it will be able
to satisfy its working capital and capital
expenditure requirements for the foreseeable
future from existing cash balances, from
anticipated cash flow from operating activities,
and from funds available under the Company's
Master Note with its former parent, Church
Loans and Investments Trust.
The Company's cash and cash equivalents
increased from $28,475 on March 31,
1998, to $82,133 on December 31, 1998,
while the note receivable increased from $389,489
on March 31, 1998, to $412,095 on
December 31, 1998. The increase in cash
and cash equivalents was primarily due to
the results of operations. The increase in
the note receivable was due to the reinvestment
of interest earned on the note receivable. The
Company's net property and equipment
ncreased from $712,482 on March 31, 1998, to
$758,599 on December 31, 1998. The increase
was primarily due to the purchase of additional
furniture, equipment and computer software for
new employees. The Company believes
that capital expenditure requirements for the
foreseeable future will be covered by excess cash
low from operations.
"Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995
This Form 10-QSB contains one or
more forward-looking statements within
the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and is
subject to the safe harbors created thereby.
These forward-looking statements involve risks
and uncertainties, including, but not limited to:
the Company's continued employment of
key management, including John Johnson,
the Company's Chief Executive Officer;
Marv Hoeflinger, the Company's Vice
President of Business Development; Bud
Olson, the Company's Vice President of
Business Development Personal Trust
business; and Christopher J. Olson, the
Company's Vice President and senior officer
responsible for the Company's Personal Trust
Business; the success of Messrs. Johnson,
Hoeflinger and Bud Olson in their business
development efforts on behalf of the Company;
the Company's success in being repaid on the
bonds it purchases or the loans it makes under
the Bond Repurchase Program; the continuation
of the Company's investment advisory agreements
with Hackett Investment Advisors ("HIA") and
Wright Investors' Services (WIS), pursuant to
which HIA and WIS provide investment advisory
services for the majority of the trust and investment
agency accounts of the Company, and the success
of HIA and WIS in managing such accounts; increased
competition for the Company's services; competitive
pressures on prices for the Company's services;
Year 2000 issues; increased staffing or office
needs not currently anticipated; new rules or
regulations not currently anticipated which adversely
affect the Company; and an increase in interest rates
or other economic factors having an adverse impact
on the Company and other risks detailed from time
to time in the Company's Securities and Exchange
Commission filings. The Company filed its fiscal 1998
Form 10-KSB on June 29, 1998. Please refer to this
document for a more detailed discussion of the risks
and uncertainties associated with the Company's future
operations.
<PAGE>
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
None.
Item 2: Changes in Securities
None.
Item 3: Default Upon Senior Securities
None.
Item 4: Submission of Matters to a Vote
of Security Holders
On September 24, 1998, the Company
held its Annual Meeting of Shareholders
(the "Annual Meeting"). The following sets
forth the matters voted upon at the Annual Meeting,
as well as the number of votes cast for, against
or withheld on such matters:
<PAGE>
1. 1-for-10 reverse stock split:
Votes for Votes Against
4,057,746 564,102
Election of Directors:
Votes for Votes Against
Lynn R. Camp 4,551,599 40,531
Gerald G. Morgan, Jr. 4,562,913 29,217
Michael W. Borger 4,670,471 40,531
John K. Johnson 4,562,609 29,521
Item 5: Other Information
None.
Item 6: Exhibits and Reports on Form 8-K:
Exhibits: None.
Reports on Form 8-K: None.
<PAGE>
SIGNATURES
In accordance with the requirements of the
Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned,
thereunto duly authorized.
COLONIAL TRUST COMPANY
DATE: February 11, 1999 BY: /s/ John K. Johnson
John K. Johnson
Its: President
DATE: February 11, 1999 BY: /s/ Christopher J. Olson
Christopher J. Olson
Its: Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 82,133
<SECURITIES> 0
<RECEIVABLES> 871,614
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,287,292
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0
0
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