CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, Indiana 46204
March 31, 2003
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 7, 2003, at 10:30 A.M.
(1) To elect three 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 31,
2003, 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 31, 2003.
The enclosed proxy is solicited for use at the annual
meeting of shareholders to be held May 7, 2003.
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 three 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 31, 2003, has been fixed as
the record date for determining which shareholders are entitled
to notice of and to vote at the meeting. As of March 31, 2003,
the Trust has 1,767,898 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.
SHARE OWNERSHIP INFORMATION
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:
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership Class
_______________________________________________________________________________
Shares of John I. Bradshaw, Jr. 96,753(1) 5.4%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN
Shares of Murray R. Wise 122,650(2) 6.9%
Beneficial 4309 Crayton Road
Interest Naples, FL 34103
Shares of David C. Eades 114,600(3) 6.4%
Beneficial 1701 Broadmoor Drive
Interest Champaign, IL 61821
Shares of James M. Wilson Trust 163,192 9.2%
Beneficial P.O. Box 356
Interest 104 W. Chestnut Street
Hinsdale, IL 60521
Shares of Prana Securities 125,874(4) 7.1%
Beneficial Adviser, LLC
Interest 333 West 52nd St.
Suite 600
New York, NY 10019
(1) John I. Bradshaw, Jr., is sole owner of 94,294 shares and shares 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. Total includes
5,000 shares subject to stock options which are currently
exercisable until May 2, 2003.
(3) David C. Eades is sole owner of 83,300 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,
16,300 shares owned by the Eades Foundation and 5,000 shares
owned by the Helen Virginia Eades Trust.
(4) The following persons and entities share voting and
investment power with respect to the indicated shares: Prana
Securities Adviser, LLC, a New York limited liability company
(the "Investment Manager"), is the investment adviser to Prana
Securities Fund I, L.P., a Delaware limited partnership
(the"Fund"), the record holder of the indicated shares. The
general partner of the Fund is Prana Securities Manager, LLC, a
Delaware limited liability company (the "General Partner").
Prana Real Estate Securities, LLC, a California limited
liability company, is the sole member of the General Partner and
the Investment Manager, and a manager of the General Partner.
Prana Holding Company, LLC is the sole member of Prana Real
Estate Securities, LLC. Kurt C. McCracken is the Chairman and a
Manager of Prana Holding Company, LLC. Neil C. McKinnon is the
Manager of Prana Real Estate Securities, LLC and the President
and a Manager of Prana Holding Company, LLC.
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 1, 2002,
holders of 85.8% of the then outstanding shares were present at
the meeting, in person or by proxy, and participated in the
election.
The Sarbanes-Oxley Act of 2002 requires that Audit
Committees consist entirely of independent board members at
least one of whom must be a financial expert. Rules
subsequently promulgated by the Securities and Exchange
Commission define the qualifications of a financial expert and
specify December 31, 2003 as the date by which Audit Committees
are expected to comply with the new membership requirement. The
current Board of Trustees, including nominees for election at
the annual meeting of shareholders on May 7, 2003, does not
include a qualified financial expert. The Board of Trustees
expects to add an additional trusteeship during 2003 and appoint
a qualified financial expert to that position to serve until the
2004 annual shareholder meeting at which time his/her further
service would be subject to approval by the shareholders of the
Trust.
Three 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 W. Adams, John I. Bradshaw, Jr. and Marvin L. Hackman. All
three 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 31, 2003
_______________________________________________________________________________
John W. Adams(1) 54 Vice President 1996 to date 2,100 (0.12%)
Indianapolis, IN Browning Investments, Inc.
Real estate development
Other Directorships:
None
John I.
Bradshaw, Jr.(2) 72 President and CEO 1982 to date 96,753 (5.44%)
Indianapolis, IN Century Realty Trust
Other Directorships:
None
Marvin L. Hackman(1) 69 Partner, Hackman 2000 to date 5,000 (0.28%)
Indianapolis, IN Hulett & Cracraft LLP
Attorneys at Law
Other Directorships:
None
(1) Shares, including shares acquirable within 60 days under
exercisable stock options, are held with sole voting and
investment power.
(2) John I. Bradshaw, Jr., is sole owner of 94,294 shares and
shares voting and investment power with respect to 459 shares
owned by his spouse and 2,000 shares owned by a trust for his
sister.
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 31, 2003
_______________________________________________________________________________
John J. Dillon(1) 43 Businessman 2000 to date 22,128 (1.24%)
Indianapolis, IN Self employed (2004)
(Since March 1, 2003)
Chief Operating Officer
Standard Management Corp.
Financial services holding co.
(January, 2002 to March 1, 2003)
Businessman
Self employed
(August, 2000 to January, 2002)
Chief Administrative Officer
Analytical Surveys, Inc.
(July, 1997 to August, 2000)
Digital mapping
Other Directorships:
Indianapolis Bond Bank
Francis M. Hapak(2) 77 Real estate investor 1987 to date 76,605 (4.31%)
Indianapolis, IN Self employed (2005)
Other Directorships:
None
John A Wallace(3) 79 Real estate investor 1973 to date 16,500 (0.93%)
Indianapolis, IN Self employed (2005)
Other Directorships:
None
Murray R. Wise(4) 54 Chairman and CEO 2000 to date 122,650 (6.90%)
Naples, FL Westchester Group, Inc. (2004)
Agricultural investments
Other Directorships:
None
Trustees and Officers
as a Group (7 persons) 341,736 (19.23%)
(1) John J. Dillon is sole owner of 2,688 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) 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.
(4) 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.
Total shares beneficially owned include 5,000 shares acquirable
within 60 days under exercisable stock options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires that certain Trustees, Officers and share owners file
with the Securities and Exchange Commission and the Trust an
initial statement of beneficial ownership and certain statements
of changes in beneficial ownership of shares of the Trust.
Based solely on its review of such forms received by the Trust
and written representation from those individuals that no other
reports were required, the Trust is unaware of any instances of
noncompliance or late compliance with such filings during the
year ended December 31, 2002.
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 2002, under these arrangements, the
Trust paid a total of $42,000 in trustee compensation to all
trustees who, individually, were paid amounts ranging from
$6,600 to $7,200.
Except as set forth in the following schedules, no options,
warrants, or rights of any kind were granted or exercised during
2002. No long term or deferred compensation arrangements have
been awarded to any trustee, officer or employee of the Trust.
EXECUTIVE OFFICER
John I. Bradshaw, Jr. is the sole executive officer of the
Trust. He has held the position of President and Chief
Executive Officer since 1982.
SUMMARY COMPENSATION TABLE
Annual Compensation
_________________________________________ Long-term
Compensation
____________
Name and Other Awards
Principal Compen- ______
Position Year Salary($) Bonus($) sation($) Options(#)
____________________ ____ _________ ________ ________ __________
John I. Bradshaw, Jr. 2002 99,000 - 2,686* -
President 2001 99,000 - 2,686* -
Chief Exec. Officer 2000 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 J. Dillon None None 5,000 $10,250
Marvin L. Hackman None None 4,500 $ 9,225
Murray R. Wise None None 5,000 $10,250
*Value based on $12.30 per share, the closing price on December 31, 2002.
OTHER MANAGEMENT INFORMATION
The Board of Trustees held twelve (12) scheduled meetings
during 2002. Each of the Trustees attended 75% or more of those
meetings and of meetings of the Audit Committee on which he
serves.
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 2002 is
set fourth in the "Audit Committee Report" and the "Audit
Committee Charter" included in this annual proxy statement. All
of the members of the Audit Committee are independent (as
defined in the Trust's Nasdaq listing requirements) of
management of the Trust. 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 2002.
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, 2002 for filing with the Securities and Exchange
Commission. The committee recommended, and the board approved,
the selection of the Trust's independent auditors.
John W. Adams, Audit Committee Member
Murray R. Wise, Audit Committee Member
March 6, 2003
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 ended December 31,
2002. This firm has previously audited the Trust's financial
statements each year beginning with 1973. The Audit Committee
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. Following is
a schedule of fees billed to the Trust and its subsidiaries by
Ernst & Young during 2002 and 2001:
2002 2001
_______ _______
Audit Fees $49,200 $46,250
Audit-Related Fees 2,750 None
Tax Fees 27,800 55,155
All Other Fees None None
A representative of Ernst & Young is expected to be present
at the annual meeting of shareholders, will have an opportunity
to make a statement if the representative so desires, 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 2004 annual meeting of
shareholders must be received by the Secretary at the office of
the Trust not later than November 30, 2003, for inclusion in the
proxy statement for that meeting.
ANNUAL REPORT
The annual report for 2002, including audited financial
statements for the year ended December 31, 2002, 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 2002 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 BOARD OF TRUSTEES
The undersigned hereby appoints Francis M. Hapak, John A.
Wallace 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 31, 2003 at the meeting of shareholders
to be held on May 7, 2003 or any adjournment thereof.
l. ELECTION OF TRUSTEES
John W. Adams ___FOR ___VOTE WITHHELD
John I. Bradshaw, Jr. ___FOR ___VOTE WITHHELD
Marvin L. Hackman ___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
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 31, 2003, 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
Name
Street address ________________
City, State, Zip Code
Account No. No. of Shares
-------------------------- __________________________________________
DATED________________, 2003 Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY__________________________________________
USING THE ENCLOSED ENVELOPE. Signature of Joint Owner (if applicable)