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CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, Indiana 46204
March 25, 2002
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 1, 2002, 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 25, 2002, 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 25, 2002.
The enclosed proxy is solicited for use at the annual meeting of
shareholders to be held May 1, 2002.
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 25, 2002, 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 acquires 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 25, 2002,
the Trust has 1,751,711 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 25, 2002, all Trustees, including the nominees for election, and
officers of the Trust, as a group, beneficially owned 348,277 shares or 19.7% of
the total outstanding shares (See Note 4). 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:
Amount and Nature of
Beneficial Ownership
__________________________
Title of Name of Currently Acquirable Percent
Class Beneficial Owner Owned Within 60 Days Class
________________________________________________________________________________
Shares of John I. Bradshaw, Jr. 96,753(1) 5.5%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN
Shares of Murray R. Wise 117,650(2) 5,000(4) 6.9%
Beneficial 2407 S. Neil Street
Interest P.O. Box 3009
Champaign, IL 61826
Shares of David C. Eades 108,500(3) 6.1%
Beneficial 1701 Broadmoor Drive
Interest Champaign, IL 61821
Shares of James M. Wilson Trust 142,385 8.0%
Beneficial P.O. Box 356
Interest 104 W. Chestnut Street
Hinsdale, IL 60521
(1) John I. Bradshaw, Jr., is sole owner of 94,294 shares and has voting and
investment power with respect to 459 shares owned by his spouse and 2,000 shares
owned by a trust for 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 82,200 shares and shares voting and
investment power with respect to 6,000 shares owned by his spouse, 4,000 shares
owned by the mother of his spouse, 11,300 shares owned by the Eades Foundation
and 5,000 shares owned by the Helen Virginia Eades Trust.
(4) The total number of shares held by trustees and officers, as a group,
includes exercisable stock options for 18,500 shares, which total includes the
options held by Murray R. Wise.
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 2, 2001, holders of 73.3% of the
then outstanding shares were present at the meeting, in person or by proxy, and
participated in the election.
The percentage of shares that participated in the most recent election of
the current Trustees 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%
Marvin L. Hackman 69.9% May 3, 2000 96.1% 3.9%
John J. Dillon 73.3% May 2, 2001 91.7% 8.3%
Murray R. Wise 73.3% May 2, 2001 97.0% 3.0%
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: Francis M. Hapak and John A. Wallace. 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 25, 2002
________________________________________________________________________________
Francis M. Hapak (1) 76 Real estate investor 1987 to date 76,605 (4.37%)
Indianapolis, IN Self employed
Other Directorships:
None
John A Wallace (2) 78 Real estate investor 1973 to date 16,500 (0.94%)
Indianapolis, IN Self employed
Other Directorships:
None
(1) 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.
(2) 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.
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 2001, under these
arrangements, the Trust paid a total of $42,000 in trustee compensation to all
trustees who, individually, were paid amounts ranging from $6,000 to $7,500.
In 2000, following their election to the Board of Trustees, John J. Dillon,
Marvin L. Hackman and Murray R. Wise were each granted options to purchase up to
5,000 shares of beneficial interest of the Trust. Except as set forth in the
following schedules, no options, warrants, or rights of any kind were granted or
exercised during 2001. No long term or deferred compensation arrangements have
been awarded to any trustee, officer or employee of the Trust.
SUMMARY COMPENSATION TABLE
Annual Compensation
_________________________________________ Long-term
Compensation
____________
Name and Other Awards
Principal Compen- ______
Position Year Salary($) Bonus($) sation($) Options(#)
____________________ ____ _________ ________ ________ __________
John I. Bradshaw, Jr. 2001 99,000 - 2,686* -
President 2000 99,000 - 2,307* -
Chief Exec. Officer 1999 99,000 - 2,307* -
*Compensation equivalent of club dues paid on behalf of named individual.
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 $ 0
John J. Dillon None None 5,000 $8,500
Marvin L. Hackman 500 $625 4,500 $7,650
Murray R. Wise None None 5,000 $8,500
*Value based on $11.95 per share, the closing price on December 31, 2001.
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 25, 2002
________________________________________________________________________________
John W. Adams (4) 53 Vice President 1996 to date 6,100 (0.34%)
Indianapolis, IN Browning (2003)
Investments, Inc.
Real estate development
Other Directorships:
Brightpoint, Inc.
John I. 71 President and CEO 1982 to date 96,753 (5.47%)
Bradshaw, Jr.(1) Century Realty Trust (2003)
Indianapolis, IN Other Directorships:
None
John J. Dillon(2)(4) 42 Chief Operating Officer 2000 to date 25,128 (1.42%)
Indianapolis, IN Standard Management Corp. (2004)
Financial services holding co.
(since January, 2002)
Businessman
Self employed
(August, 2000 to January, 2002)
Chief Administrative Officer
Analytical Surveys, Inc.
(July, 1997 to August, 2000)
Digital mapping
Sr. Vice President
MSE Corp.
(January, 1997 to July, 1997)
Other Directorships:
Standard Management Corp.
Indianapolis Bond Bank
Marvin L. Hackman(4) 68 Partner, Hackman 2000 to date 5,000 (0.28%)
Indianapolis, IN Hulett & Cracraft LLP (2003)
Attorneys at Law
Other Directorships:
None
Murray R. Wise(3)(4) 53 Chairman and CEO 2000 to date 122,650 (6.93%)
Champaign, IL Westchester Group, Inc. (2004)
Agricultural investments
Other Directorships:
None
(1) John I. Bradshaw, Jr., is sole owner of 94,294 shares and has voting and
investment power with respect to 459 shares owned by his spouse and 2,000 shares
owned by a trust for his sister.
(2) 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.
(3) 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.
(4) Shares beneficially owned include shares acquirable within 60 days under
exercisable stock options described in the preceding schedule.
OTHER MANAGEMENT INFORMATION
The Board of Trustees held twelve (12) scheduled meetings during 2001.
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 2001 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 two
meetings during 2001.
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, 2001 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 7, 2002
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, 2001. This firm has previously
audited the Trust's financial statements each year beginning with 1973. Fees
for the latest annual audit were $47,250.
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 assisting in the preparation of federal and state income tax
returns for the Trust and its subsidiaries for the year 2000, were $36,480.
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 2003 annual meeting of shareholders must be received by the
Secretary at the office of the Trust not later than December 31, 2002, for
inclusion in the proxy statement for that meeting.
ANNUAL REPORT
The annual report for 2001, including audited financial statements for the
year ended December 31, 2001, 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 2001 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, Marvin L. Hackman and Murray R.
Wise, 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 25, 2002 at the meeting of shareholders to be held on May
1, 2002 or any adjournment thereof.
l. ELECTION OF TRUSTEES
Francis M. Hapak ___FOR ___VOTE WITHHELD
John A. Wallace ___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 25, 2002, 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.
(Label applied)
-------------------------- NUMBER OF SHARES
Account No. No. of Shares
Name
Street address ________________
City, State, Zip Code
-------------------------- __________________________________________
DATED________________, 2002 Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY __________________________________________
USING THE ENCLOSED ENVELOPE. Signature of Joint Owner (if applicable)