CENTURY REALTY TRUST
320 N. Meridian Street - Suite 823
Indianapolis, Indiana 46204
March 22, 1999
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 28, 1999,
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 22, 1999, 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 22, 1999.
The enclosed proxy is solicited for use at the annual meeting of
shareholders to be held April 28, 1999.
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 22, 1999, 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 22, 1999,
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 22, 1999, 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 of Class
________________________________________________________________________________
Shares of John I. Bradshaw, Jr. 96,294(1) 6.2%
Beneficial 320 N. Meridian Street
Interest Indianapolis, IN
Shares of Murray R. Wise 80,812(2) 5.2%
Beneficial 2407 S. Neil Street
Interest P.O. Box 3009
Champaign, IL 61826
(1) John I. Bradshaw, Jr., is sole owner of 43,935 shares and shares voting and
investment power with respect to 52,359 shares owned by trusts for his children
and his sister.
(2) The source of this information is a Schedule 13G, dated October 28, 1998,
disclosing beneficial ownership by Mr. Wise. The Schedule 13G reflects that Mr.
Wise has sole voting power and sole investment power for all of the shares.
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 29, 1998, holders of 63.3% 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 63.3% April 29, 1998 96.4% 3.6%
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%
Two trustees will be elected at the meeting 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
Francis M. Hapak and John A. Wallace as Trustees. In the event either 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 nominees are presently serving as a trustees and have
consented to serve if elected.
The following table contains information with respect to the nominees:
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 22, 1999
________________________________________________________________________________
Francis M. Hapak(1) 73 Real estate investor 1987 to date 76,605 (4.95%)
Indianapolis, IN Self employed
Other Directorships:
None
John A Wallace (2) 75 Real estate investor 1973 to date 16,500 (1.07%)
Self employed
Other Directorships:
None
(1) 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.
(2) 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.
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 1998, under these
arrangements, the Trust paid a total of $26,700 in trustee compensation to all
trustees who, individually, were paid amounts ranging from $6,300 to $6,900.
In 1996, following his election to the Board of Trustees, John W. Adams was
granted an option to purchase up to 5,000 shares of beneficial interest of the
Trust, under which he purchased 700 shares in 1997. No options, warrants, or
rights of any kind have been granted, nor have any long term or deferred
compensation arrangements been awarded, to any trustee, officer or employee of
the Trust.
SUMMARY COMPENSATION TABLE
Annual Compensation
_________________________________ Long-Term
Compensation
____________
Name and Other Awards
Principal Compen- ______
Position Year Salary($) Bonus($) sation($) Options(#)
____________________ ____ _________ ________ ________ __________
John I. Bradshaw, Jr. 1997 99,000 - 2,307* -
President 1996 99,000 - 1,942* -
Chief Exec. Officer 1995 99,000 - 1,513* -
*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 4,300 $15,050
*Value based on $13.00 per share, the average of the published over-the-counter
bid ($12.25) and asked ($13.75) prices on December 31, 1998.
PROPOSALS OF SHAREHOLDERS
Proposals by shareholders of Century Realty Trust which are intended to be
presented at the 2000 annual meeting of shareholders must be received by the
Secretary at the office of the Trust not later than December 31, 1999, 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 22, 1999
________________________________________________________________________________
John W. Adams 50 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.(1)67 Exec. Vice President 1982 to date 96,294 (6.22%)
Indianapolis, IN Century Realty Trust (2000)
Other Directorships:
None
King R. Traub(2) 74 Retired, March 1999 1973 to date 19,662 (1.27%)
Indianapolis, IN Sr. Vice President (2001)
David A. Noyes & Co.
Securities Brokerage
Prior to 1998, President
Traub and Company, Inc.
Securities Brokerage
Other Directorships:
None
(1) 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.
(2) 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.
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 twelve (12) scheduled meetings during 1998.
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 four 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, 1998. This firm has previously
audited the Trust's financial statements each year beginning with 1973.
Audit and related services for 1998 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 1998, including audited financial statements for the
year ended December 31, 1998, 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 1998 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 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 22, 1999, at the annual meeting of shareholders to be held on April 28,
1999, or any adjournment thereof.
l. ELECTION OF TWO TRUSTEES
Francis M. Hapak FOR___ WITHHOLD AUTHORITY___
John A. Wallace 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 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 22, 1999, 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________________, 1999 ___________________________________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY ___________________________________________
USING THE ENCLOSED ENVELOPE. Signature of Joint Owner (if applicable)
