CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, Indiana 46204
March 26, 2001
TO OUR SHAREHOLDERS:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of CENTURY REALTY TRUST,
an Indiana business trust, will be held at the Indianapolis
Athletic Club, 5th Floor, 350 N. Meridian Street, Indianapolis,
Indiana, on Wednesday, May 2, 2001, at 10:30 A.M.
(1) To elect two trustees; and,
(2) To act on such other business as may properly come before the
meeting and all adjournments thereof.
The Trustees have fixed the close of business on March 26,
2001, as the record date for determining shareholders entitled
to notice of and to vote at the meeting.
By order of the Trustees,
John W. Adams
Secretary
Please fill in, date, sign and mail promptly, the accompanying proxy
in the return envelope provided for that purpose, whether or not you
plan to attend the meeting.
CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, Indiana 46204
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Trustees of
Century Realty Trust, an Indiana business trust (the Trust), the
principal offices of which are located at 320 N. Meridian Street
- - - Suite 823, Indianapolis, Indiana 46204. This proxy statement
and the enclosed proxy were mailed on March 26, 2001.
The enclosed proxy is solicited for use at the annual
meeting of shareholders to be held May 2, 2001.
All shares represented by the enclosed proxy will be voted
in accordance with the instructions given by the shareholders,
but where no instruction is given, the shares will be voted in
favor of the action recommended by the Board of Trustees and, in
the absence of any recommendation, in accordance with the best
judgment of the proxy holders. A shareholder executing and
delivering the enclosed proxy may revoke it at any time before
it is exercised by execution of another proxy or by attendance
in person at the meeting.
The entire cost of soliciting proxies will be borne by the
Trust. In addition to the use of mails, proxies may be
solicited by personal interview, telephone and telegram by
trustees and officers of the Trust and their agents.
PURPOSE OF MEETING
The purpose of the meeting is to elect two trustees and to
act on such other business as may properly come before the
meeting. The Board of Trustees is not aware of any other
business which may come before the meeting. However, the
enclosed proxy authorizes the proxy holders named therein to
vote on all other matters that may properly come before the
meeting, and it is the intention of the proxy holders to take
such action in connection therewith as shall be in accordance
with their best judgment.
VOTING
The close of business on March 26, 2001, has been fixed as
the record date for determining which shareholders are entitled
to notice of and to vote at the meeting. Any person who
acquired title to a share after the record date shall upon
written request to the shareholder of record be entitled to
receive a proxy, with power of substitution, to vote that share.
As of March 26, 2001, the Trust has 1,729,331 shares of
beneficial interest outstanding. In order to constitute a
quorum, one-third of the outstanding shares must be represented
at the meeting, but, if a quorum should not be present, the
meeting may adjourn from time to time.
Each share is entitled to one vote with respect to every
matter submitted to a vote at the meeting, including the
election of trustees.
On March 26, 2001, all Trustees, including the nominees for
election, and officers of the Trust, as a group, owned 329,777
shares or 19.1% of the total outstanding shares. No person owned
of record or beneficially more that 5% of the Trust's
outstanding shares of beneficial interest except as set forth in
the following table:
Name of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership of Class
________________________________________________________________________________
Shares of John I. Bradshaw, Jr. 96,294(1) 5.6%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN
Shares of Murray R. Wise 117,650(2) 6.8%
Beneficial 2407 S. Neil Street
Interest P.O. Box 3009
Champaign, IL 61826
Shares of David C. Eades 87,500(3) 5.1%
Beneficial 1701 Broadmoor Drive
Interest Champaign, IL 61821
(1) John I. Bradshaw, Jr., is sole owner of 43,935 shares and
has voting and investment power with respect to 52,359 shares
owned by trusts for his children and his sister.
(2) Murray R. Wise is sole owner of 98,883 shares and shares
voting and investment power with respect to 1,000 shares owned
by his spouse, 15,767 shares owned by the Westchester Profit
Sharing Trust, 1,000 shares owned by the Westchester Foundation
and 1,000 shares owned by Travinap Partnership.
(3) David C. Eades is sole owner of 66,700 shares and shares
voting and investment power with respect to 6,000 shares owned
by his spouse, 9,800 shares owned by the Eades Foundation and
5,000 shares owned by the Helen Virginia Eades Trust.
ELECTION OF TRUSTEES
The Trust Indenture provides that the number of Trustees
shall be fixed from time to time by a resolution passed by a
majority of the Trustees, but shall not be less than five (5)
nor more than nine (9). The number of Trustees is presently
fixed at seven (7). At the most recent election of trustees,
held at the annual meeting of shareholders on May 3, 2000,
holders of 69.9% of the then outstanding shares were present at
the meeting, in person or by proxy, and participated in the
election.
The percentage of shares which participated in the most
recent election of each Trustee and the results of their
elections, are set forth in the following schedule:
Percentage of
Name of Outstanding Date of Percentage of Votes
Trustee Elected Shares Voted Election For Withheld
________________________________________________________________________________
Francis M. Hapak 61.3% April 28, 1999 98.6% 1.4%
John A. Wallace 61.3% April 28, 1999 98.4% 1.6%
John W. Adams 69.9% May 3, 2000 96.5% 3.5%
John I. Bradshaw, Jr. 69.9% May 3, 2000 98.9% 1.1%
John J. Dillon 69.9% May 3, 2000 97.2% 2.8%
Marvin L. Hackman 69.9% May 3, 2000 96.1% 3.9%
Murray R. Wise 69.9% May 3, 2000 96.5% 3.5%
Two trustees will be elected at the meeting, each for a
term of three (3) years. They will serve until their successors
are elected and qualified. Unless authority is withheld, the
enclosed proxy will be voted in favor of electing as trustees:
John J, Dillon and Murray R. Wise. Both nominees are presently
serving as trustees.
In the event a nominee should become unavailable for
election for any reason, which event is not expected to occur,
the proxies will be voted for a substitute recommended by the
Board of Trustees.
The following table contains information with respect to the nominees:
Shares of
Period During the Trust
Which He Has Beneficially
Principal Occupation Served as a Owned as of
Name and Address Age for Past Five Years Trustee March 26, 2001
________________________________________________________________________________
John J. Dillon (1) 41 Businessman 2000 to date 20,128(1.16%)
Indianapolis, IN Self employed
(since August, 2000)
Chief Administrative Officer
Analytical Surveys, Inc.
(Since July, 1997 to
August, 2000)
Digital Mapping
Sr. Vice President
MSE Corp. (January, 1997
to July, 1997)
Executive Director
Hoosier Lottery
(1993 to 1997)
Other Directorships:
Standard Management Corp.
Indianapolis Bond Bank
Murray R. Wise (2) 52 Chairman and CEO 2000 to date 117,650 (6.80%)
Champaign, IL Westchester Group, Inc.
Agricultural Investments
Other Directorships:
None
(1) John J. Dillon is sole owner of 688 shares and shares voting
and investment power with respect to 19,440 shares owned by the
Dillon Family Limited Partnership in which he is a limited
partner.
(2) Murray R. Wise is sole owner of 98,883 shares and shares
voting and investment power with respect to 1,000 shares owned
by his spouse, 15,767 shares owned by the Westchester Profit
Sharing Trust, 1,000 shares owned by the Westchester Foundation
and 1,000 shares owned by Travinap Partnership.
COMPENSATION OF TRUSTEES
Each trustee, except the individual named in the "Summary
Compensation Table", is paid $750 per quarter plus $300 for each
meeting of the trustees attended by him. Members of the audit
committee are each paid $300 for attendance at each meeting of
the committee. In addition, Trustees are paid amounts, not in
excess of $300 each day, for property inspections and special
assignments. No additional compensation is paid to those
trustees, other than John I. Bradshaw, Jr., who are also
officers of the Trust. In 2000, under these arrangements, the
Trust paid a total of $32,100 in trustee compensation to all
trustees who, individually, were paid amounts ranging from
$4,100 to $6,900.
In 2000, following their election to the Board of Trustees,
John J. Dillon, Marvin L. Hackman and Murray R. Wise were each
granted options to purchase up to 5,000 shares of beneficial
interest of the Trust. Except as set forth in the following
schedules, no options, warrants, or rights of any kind were
granted or exercised during 2000. No long term or deferred
compensation arrangements have been awarded to any trustee,
officer or employee of the Trust.
SUMMARY COMPENSATION TABLE
Annual Compensation
_________________________________ Long-Term
Compensation
______________
Name and Other Awards
Principal Compen- ______
Position Year Salary($) Bonus($) sation($) Options(#)
____________________ ____ _________ ________ ________ __________
John I. Bradshaw, Jr. 2000 99,000 - 2,307* -
President 1999 99,000 - 2,307* -
Chief Exec. Officer 1998 99,000 - 2,307* -
*Compensation equivalent of club dues paid on behalf of named individual.
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
At Assumed Annual
Individual Grants Rates of Stock
______________________________________________Price Appreciation
% of Total Exercise for Option Term
Options Options Granted Price per Expiration_______________
Name Granted(#)In Fiscal Year Share Date 5% 10%
____________ __________ _________________________ ________ _______ ________
John J. Dillon 5,000 33% $10.25 4/30/03 $8,278 $16,964
Marvin L. Hackman 5,000 33% $10.25 4/30/03 $8,278 $16,964
Murray R. Wise 5,000 33% $10.25 4/30/03 $8,278 $16,964
The Options are exercisable at any time until the expiration date. Upon
exercise, shares in treasury, to the extent available, will be issued.
The exercise price per share represents the average of the bid and asked
prices at the date of grant.
OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
Value of
Unexercised
Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Shares Acquired Value Year End(#) Year End*
Name On Exercise(#) Realized (All Exercisable) (All Exercisable)
____ _______________ ________ _________________ _________________
John W. Adams None None 4,000 $ 2,240
John J. Dillon None None 5,000 $13,450
Marvin L. Hackman None None 5,000 $13,450
Murray R. Wise None None 5,000 $13,450
*Value based on $12.9375 per share, the closing price on December 31, 2000.
INFORMATION RELATIVE TO MEMBERS OF THE BOARD
OF TRUSTEES WHOSE TERMS HAVE NOT YET EXPIRED
Period During Shares of
Which He Has the Trust
Served As A Beneficially
Principal Occupation Trustee Owned as of
Name and Address Age For Past Five Years (term expires) March 26, 2001
________________________________________________________________________________
John W. Adams 52 Vice President 1996 to date 2,100 (0.12%)
Indianapolis, IN Browning (2003)
Investments, Inc.
Real Estate Develoment
Other Directorships:
Brightpoint, Inc.
John I. 70 President and CEO 1982 to date 96,294 (5.57%)
Bradshaw, Jr.(1) Century Realty Trust (2003)
Indianapolis, IN Other Directorships:
None
Marvin L. Hackman 67 Partner, Hackman 2000 to date 500 (0.03%)
Indianapolis, IN Hulett & Cracraft LLP (2003)
Attorneys at Law
Other Directorships:
None
Francis M. Hapak(2) 75 Real estate investor 1987 to date 76,605 (4.43%)
Indianapolis, IN Self employed (2002)
Other Directorships:
None
John A Wallace (3) 77 Real estate investor 1973 to date 16,500 (0.95%)
Indianapolis, IN Self employed (2002)
Other Directorships:
None
(1) John I. Bradshaw, Jr., is sole owner of 43,935 shares and
has voting and investment power with respect to 52,359 shares
owned by trusts for his children and his sister.
(2) Francis M. Hapak is the sole owner of 38,392 shares and
shares voting and investment power with respect to 38,213 shares
owned by Charlotte H. Hapak, his wife.
(3) John A. Wallace is the sole owner of 15,000 shares and
shares voting and investment power with respect to 1,500 shares
owned by Brenda L. Wallace, his wife.
OTHER MANAGEMENT INFORMATION
The Board of Trustees held ten (10) scheduled meetings
during 2000. Each of the Trustees attended 75% or more of those
meetings.
The Board of Trustees has a standing Audit Committee.
Information regarding the functions performed by the committee,
its membership, and the number of meetings held during 2000 is
set fourth in the "Audit Committee Report" and the "Audit
Committee Charter" included in this annual proxy statement. The
Board of Trustees has not designated standing nominating or
compensation committees.
AUDIT COMMITTEE REPORT
The audit committee oversees the Trust's financial reporting
process on behalf of the board of trustees. Management has the
primary responsibility for the financial statements and the
reporting process including the systems of internal controls.
In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements in the Annual Report
with management including a discussion of the quality, not just
the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of the Trust's accounting principles and such
other matters as are required to be discussed with the committee
under generally accepted auditing standards. In addition, the
committee has discussed with the independent auditors the
auditors' independence from management and the Trust including
the matters in the written disclosures required by the
Independence Standards Board.
The committee discussed with the Trust's independent auditors
the overall scope and plans for their audit. The committee
meets with the independent auditors, with and without management
present, to discuss the results of their examinations, their
evaluations of the Trust's internal controls, and the overall
quality of the Trust's financial reporting. The committee held
three meetings during 2000.
In reliance on the reviews and discussions referred to above,
the committee recommended to the board of trustees (and the
board has approved) that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended
December 31, 2000 for filing with the Securities and Exchange
Commission. The committee recommended, and the board approved,
the selection of the Trust's independent auditors.
Francis M. Hapak, Audit Committee Chairman
John W. Adams, Audit Committee Member
Murray R. Wise, Audit Committee Member
March 6, 2001
AUDIT COMMITTEE CHARTER
Organization:
This charter governs the operations of the audit committee. The
committee shall review and reassess the charter at least
annually and obtain the approval of the board of trustees. The
committee shall be appointed by the board of trustees and shall
comprise at least three trustees, each of whom is independent of
management and the Trust. Members of the committee shall be
considered independent if they have no relationship that may
interfere with the exercise of their independence from
management and the Trust. All committee members shall be
financially literate. (or shall become financially literate
within a reasonable period of time after appointment to the
committee,) and at least one member shall have accounting or
related financial management expertise.
Statement of Policy:
The audit committee shall provide assistance to the board of
trustees in fulfilling their oversight responsibility to the
shareholders, potential shareholders, the investment community,
and others relating to the Trust's financial statements and the
financial reporting process, the systems of internal accounting
and financial controls, the annual independent audit of the
Trust's financial statements, and the legal compliance and
ethics programs as established by management and the board. In
so doing, it is the responsibility of the committee to maintain
free and open communication between the committee, independent
auditors, and management of the Trust. In discharging its
oversight role, the committee is empowered to investigate any
matter brought to its attention with full access to all books,
records, facilities, and personnel of the Trust and the power to
retain outside counsel, or other experts for this purpose.
Responsibilities and Processes:
The primary responsibility of the audit committee is to oversee
the Trust's financial reporting process on behalf of the board
and report the results of their activities to the board.
Management is responsible for preparing the Trust's financial
statements, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying
out its responsibilities believes its policies and procedures
should remain flexible, in order to best react to changing
conditions and circumstances. The committee should take the
appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and
ethical behavior.
The following shall be the principal recurring processes of the
audit committee in carrying out its oversight responsibilities
The processes are set forth as a guide with the understanding
that the committee may supplement them as appropriate.
* The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of
the Trust's shareholders. The committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, replace
the independent auditors. The committee shall discuss with the auditors
their independence from management and the Trust and the matters included
in the written disclosures required by the Independence Standards Board.
Annually, the committee shall review and recommend to the board the
selection of the Trust's independent auditors.
* The committee shall discuss with the independent auditors the overall
scope and plans for their audit including the adequacy of staffing and
compensation. Also, the committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Trust's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
committee shall meet with the independent auditors, with and without
management present, to discuss the results of their examination.
* The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Trust's Quarterly
Report on Form 10-Q. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee
for the purposes of this review.
* The committee shall review with management and the independent auditors the
financial statements to be included in the Trust's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the
filing of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.
AUDITORS
The Board of Trustees appointed the firm of Ernst & Young
LLP, as auditors for the Trust for the year ending December 31,
2000. This firm has previously audited the Trust's financial
statements each year beginning with 1973. Fees for the latest
annual audit were $44,950.
The Board of Trustees approved all non-audit services
before they were performed following specific consideration as
to the possible effects of such services on the independence of
the auditors. Fees for non-audit services, which included
asisting in the preparation of federal and state income tax
returns for the Trust and its subsidiaries, were $20,700.
A representative of Ernst & Young is expected to be present
at the annual meeting of shareholders, and will be available to
respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Proposals by shareholders of Century Realty Trust which are
intended to be presented at the 2002 annual meeting of
shareholders must be received by the Secretary at the office of
the Trust not later than December 31, 2001, for inclusion in the
proxy statement for that meeting.
ANNUAL REPORT
The annual report for 2000, including audited financial
statements for the year ended December 31, 2000, is included
herewith as a separate enclosure, but is not incorporated herein
by reference. A copy of the Annual Report to the Securities and
Exchange Commission (Form 10K) for 2000 will be furnished free
of charge to any shareholder upon written request to the
Secretary at the office of the Trust.
BY ORDER OF THE TRUSTEES
John W. Adams
Secretary
FORM OF PROXY (SIDE 1)
century
realty Proxy
trust
320 N. Meridian Street - Suite 823, Indianapolis, IN 46204
THIS PROXY IS SOLICITED ON BEHALF OF THE BOAD OF TRUSTEES
The undersigned hereby appoints John W. Adams, Francis M. Hapak and John A.
Wallace, as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
Shares of Beneficial Interest of Century Realty Trust held of record by the
undersigned on March 26, 2001 at the meeting of shareholders to be held on May
2, 2001 or any adjournment thereof.
l. ELECTION OF TRUSTEES
John J. Dillon ___FOR ___VOTE WITHHELD
Murray R. Wise ___FOR ___VOTE WITHHELD
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HERIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
FORM OF PROXY (SIDE 2)
RECEIPT OF THE PROXY STATEMENT DATED MARCH 26, 2001, IS HEREBY ACKNOWLEDGED
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer. If a partnership, please sign full partnership name by authorized
person.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.
NUMBER OF SHARES
________________
__________________________________________
DATED________________, 2001 Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY__________________________________________
USING THE ENCLOSED ENVELOPE. Signature of Joint Owner (if applicable)