SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 14, 2004
CENTURY REALTY TRUST
______________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Indiana 0-7716 35-1284316
________________________________ _____________ ____________________
(State or Other Jurisdiction of (Commission (IRS Employer or
Incorporation) File Number) Identification No.)
823 Chamber of Commerce Building, Indianapolis, Indiana 46204
______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (317) 632-5467
______________________________________________________________________________
Not Applicable
______________________________________________________________________________
(Former Name or Former Address if Changed Since Last Report)
Item 2.02. Results of Operations and Financial Condition.
This Current Report on Form 8-K is for the purpose of furnishing to the
commission, without filing, a press release dated October 14, 2004, that
announced the recognition of capital gain, for income tax purposes, from the
sale of an apartment property in mid-April, 2004; and, its intent to make a
special cash distribution to its shareholders in an amount sufficient to
offset its otherwise taxable income for 2004. The registrant was unsuccessful
in its efforts to acquire, tax free, replacement property within 180 days
under provisions of Internal Revenue Code Section 1031.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
___________ ___________
99.38 Press Release dated October 14, 2004
CENTURY REALTY TRUST
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTURY REALTY TRUST
October 14, 2004 By: /s/ John I. Bradshaw, Jr.
_______________ ____________________________________
Date John I. Bradshaw, Jr.
President and Treasurer
Chief Executive Officer
EXHIBIT 99.38
PRESS RELEASE
CENTURY REALTY TRUST
320 N. Meridian St., Suite 823, Indianapolis, IN 46204
Contact: John I. Bradshaw, Jr.
Phone: (317) 632-5467
FAX: (317) 685-1588
FOR IMMEDIATE RELEASE
CENTURY REALTY TRUST RECOGNIZES CAPITAL GAIN
Century Realty Trust today announced that it will recognize a capital
gain of approximately $2.5 million in 2004 from the sale, in mid-April, of
the 176-unit Park Plaza apartments in Indianapolis. The Trust deferred
recognition of that gain while management attempted to acquire replacement
property into which it could reinvest the sale proceeds. The Trust was
unable to acquire a desirable property on acceptable terms within the
180-day time frame permitted for a tax free exchange under Internal Revenue
Code Section 1031.
For income tax purposes, the Trust incurred a net operating loss in 2003
of approximately $475,000. But for the aforementioned capital gain, the Trust
expects to incur an operating loss in 2004 for income tax purposes of $150,000
to $250,000. The net operating losses in 2003 and 2004 will offset a portion
of the 2004 capital gain. The balance of the gain, to the extent that it is
not distributed to shareholders in 2004, would be taxable to the Trust in 2004
for federal and state income tax purposes.
Management expects that, absent unforeseen developments, the Board of
Trustees will declare a special cash distribution sufficient to offset the
estimated income that might otherwise be taxable to the Trust in 2004.
Management expects the amount of that distribution, currently estimated to
be between $.95 and $1.05 per share, to be determined and declared in November
for payment before December 31, 2004. Management believes that the entire
amount of that special distribution will be designated as capital gain and
will be reportable by the recipients as long-term capital gain income on their
2004 individual tax returns.
Management believes that forward-looking statements contained herein are
reasonable and informative; however, the Trust's actual results could differ
materially from those set forth in such forward-looking statements for reasons
management cannot predict. Factors that might cause such a difference include,
among others, the following: dependence on the performance of key personnel
and independent property management firms; risks associated with the high
level of competition in the Trust's markets; changes in mortgage interest
rates; changes in real estate tax rates and/or assessed valuations; and,
the unpredictability of economic and regulatory conditions.
On August 31, 2004 the Trust had 1,795,909 shares outstanding, and
shareholders' equity, unaudited, of $11,171,852.
Indianapolis, IN., October 14, 2004