CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, Indiana 46204
March 23, 1998
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, April 29, 1998,
at 10:30 A.M.
(1) To elect one trustee; 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 23, 1998, as
the record date for determining shareholders entitled to notice of and to
vote at the meeting.
By order of the Trustees,
John I. Bradshaw, Jr.
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 23, 1998.
The enclosed proxy is solicited for use at the annual meeting of
shareholders to be held April 29, 1998.
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 one trustee 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 23, 1998, 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 23, 1998, the Trust has 1,547,314 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 23, 1998, all Trustees, including the nominee for election,
and officers of the Trust, as a group, owned 210,761 shares or 13.6% 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 Class
________________________________________________________________________________
Shares of John I. Bradshaw, Jr. 96,294 6.2%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN
John I. Bradshaw, Jr., is sole owner of 43,935 shares and claims beneficial
ownership of 52,359 shares owned by trusts for his children and his sister.
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 five (5). At the most recent election of
trustees, held at the annual meeting of shareholders on April 30, 1997,
holders of 62.3% of the then outstanding shares were present at the meeting,
in person or by proxy, and participated in the election.
The percentage of shares 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
________________________________________________________________________________
John I. Bradshaw, Jr. 62.3% April 30, 1997 97.0% 3.0%
King R. Traub 58.7% April 26, 1995 97.8% 2.2%
John A. Wallace 63.9% May 1, 1996 98.4% 1.6%
Francis M. Hapak 63.9% May 1, 1996 97.5% 2.5%
John W. Adams 62.3% April 30, 1997 96.2% 3.8%
One trustee will be elected at the meeting for a term of three (3)
years. He will serve until his successor is elected and qualified. Unless
authority is withheld, the enclosed proxy will be voted in favor of electing
King R. Traub as Trustee. In the event the 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 nominee is presently serving as a trustee and has consented to serve if
elected.
The following table contains information with respect to the nominee:
Period During Shares of the
Which He Has Trust Beneficially
Principal Occupation Served as a Owned as of
Name and Address Age for Past Five Years Trustee March 23, 1998
________________________________________________________________________________
King R. Traub* 73 Senior Vice President 1973 to date 19,662 (1.27%)
Indianapolis, IN David A. Noyes & Company
Securities Brokerage
Prior to 1998, President,
Traub and Company, Inc.
Securities Brokerage
Other Directorships:
None
*King R. Traub is sole owner of 13,579 shares and claims beneficial ownership
of 6,083 shares owned by Jane C. Traub, 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 1997,
under these arrangements, the Trust paid a total of $26,700 in trustee
compensation to all trustees who, individually, were paid amounts ranging
from $6,000 to $7,800.
In 1994, the Board of Trustees granted each of the five then members of
the Board an option to purchase up to 5,000 shares of beneficial interest of
the Trust. In 1996, following his election to the Board of Trustees, John W.
Adams was granted an option to purchase up to 5,000 shares of beneficial
interest of the Trust. Except for those options, which are reported in the
schedule, no options, warrants, or rights of any kind have been granted, nor
have any long term or deferred compensation arrangements been awarded, to any
trustee, officer or employee of the Trust.
SUMMARY COMPENSATION TABLE
Annual Compensation
_________________________________ Long-Term
Compensation
____________
Name and Other Awards
Principal Compen- ______
Position Year Salary($) Bonus($) sation($) Options(#)
____________________ ____ _________ ________ ________ __________
John I. Bradshaw, Jr. 1997 99,000 - 1,942* -
Exec. Vice President 1996 99,000 - 1,513* -
Chief Exec. Officer 1995 99,000 - 1,860* -
*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 700 $ 875 4,300 $10,483
John I. Bradshaw, Jr. 5,000 10,625 - -
Francis M. Hapak 5,000 10,625 - -
King R. Traub 5,000 11,000 - -
John A. Wallace 4,000 8,500 - -
*Value based on $11.938 per share, the average of the published over the
counter bid ($11.625) and asked ($12.25) prices on December 31, 1997.
PROPOSALS OF SHAREHOLDERS
Proposals by shareholders of Century Realty Trust which are intended to
be presented at the 1999 annual meeting of shareholders must be received by
the Secretary at the office of the Trust not later than December 31, 1998,
for inclusion in the proxy statement for that meeting.
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 23, 1998
________________________________________________________________________________
John W. Adams 49 Vice President 1996 to date 1,700 (.11%)
Indianapolis, IN Browning Investments, Inc.(2000)
Real estate development
Other Directorships:
Brightpoint, Inc.
John I. Bradshaw, Jr. 66 Exec. Vice President 1982 to date 96,294 (6.22%)
Indianapolis, IN Century Realty Trust (2000)
Other Directorships:
None
John A. Wallace 74 Exec. Vice President 1973 to date 16,500 (1.07%)
Indianapolis, IN Tucker Properties, Inc. (1999)
Real Estate Investment
Other Directorships:
None
Francis M. Hapak 72 Orthodontist and 1987 to date 76,605 (4.95%)
Indianapolis, IN Real estate investor (1999)
Self employed
Other Directorships:
None
John I. Bradshaw, Jr., is sole owner of 43,935 shares and claims beneficial
ownership of 52,359 shares owned by trusts for his children and his sister.
John A. Wallace is the sole owner of 15,000 shares and claims beneficial
ownership of 1,500 shares owned by Brenda L. Wallace, his wife.
Francis M. Hapak is the sole owner of 38,392 shares and claims beneficial
ownership of 38,213 shares owned by Charlotte H. Hapak, his wife.
OTHER MANAGEMENT INFORMATION
The Board of Trustees has a standing Audit Committee composed of John W.
Adams and Francis M. Hapak. The Committee held two meetings separately from
the Board of Trustees during the year. The Audit Committee reviews the
services to be performed by the independent auditors; receives and reviews
reports submitted by the independent auditors and takes such action with
respect to such reports as it deems appropriate; and reviews accounting
controls and procedures within the Trust. The Board of Trustees has not
designated standing nominating or compensation committees.
The Board of Trustees held eleven (11) scheduled meetings during 1997.
Each of the Trustees, except for Mr. Wallace, attended 75% or more of those
meetings. Mr. Wallace was out of state and unable to attend five of the
meetings of the Board.
AUDITORS
The Board of Trustees appointed the firm of Ernst & Young LLP, as
auditors for the Trust for the year ending December 31, 1997. This firm
has previously audited the Trust's financial statements each year beginning
with 1973.
Audit and related services for 1997 included examination of the Trust's
financial statements, review and consultation regarding filings with the
Securities and Exchange Commission and consultation on financial and reporting
matters. In addition to audit services, the Trust engaged Ernst & Young to
assist in preparation of its federal and state income tax returns.
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.
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.
ANNUAL REPORT
The annual report for 1997, including audited financial statements for
the year ended December 31, 1997, 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 1997
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 I. Bradshaw, Jr.
Secretary
PROXY CARD (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 John A. Wallace, Francis M. Hapak and John I.
Bradshaw, Jr., 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 23, 1998, at the annual
meeting of shareholders to be held on April 29, 1998, or any adjournment
thereof.
1. ELECTION OF ONE TRUSTEE
King R. Traub FOR __ WITHHOLD AUTHORITY __
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
HEREIN 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)
PROXY CARD (SIDE 2)
RECEIPT OF THE PROXY STATEMENT DATED MARCH 23, 1998, 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__________________,1998 ____________________________________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY ____________________________________________
USING THE ENCLOSED ENVELOPE. Signature of Joint Owner (if applicable)