-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TLsidFy5TAui5yH2TNfeL8Zibl/p5hBepL1r/waFWI2KPbBub1IAyauACtSJGsip adK2eyFShjLZi7jNXNwMYQ== 0001251109-04-000015.txt : 20041124 0001251109-04-000015.hdr.sgml : 20041124 20041124142458 ACCESSION NUMBER: 0001251109-04-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 GROUP MEMBERS: OPPENHEIMER-CLOSE INTERNATIONAL, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P OPPENHEIMER INVESTMENT PARTNERSHIP L P CENTRAL INDEX KEY: 0000858049 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 119 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY REALTY TRUST CENTRAL INDEX KEY: 0000018914 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351284316 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32970 FILM NUMBER: 041166689 BUSINESS ADDRESS: STREET 1: 419 CHAMBER OF COMMERCE BLDG CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176325467 MAIL ADDRESS: STREET 1: 419 CHAMBER OF COMMERCE BLDG CITY: INDIANAPOLIS STATE: IN ZIP: 46204 SC 13D/A 1 century13da1filing.txt CENTURY REALTY TRUST 13DA1 SEC 1746 (11-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ____________________ Century Realty Trust (Name of Issuer) Shares of Beneficial Interest, No Par Value (Title of Class of Securities) 156671109 (CUSIP Number) Philip V. Oppenheimer, 119 West 57th Street, New York, NY 10019 (212) 489-7527 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 156671109 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). P. Oppenheimer Investment Partnership, LP (IRS No. 13-3450444) 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only ........................................................ 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................................. 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 125,029 _____________________________________________________________________ 8. Shared Voting Power -0- _____________________________________________________________________ 9. Sole Dispositive Power 125,029 _____________________________________________________________________ 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 125,029 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) .......... 13. Percent of Class Represented by Amount in Row (11) 7.0% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 156671109 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oppenheimer-Close International, Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] 3. SEC Use Only ....................................................... .................................................................... 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................................. 6. Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 9,000 _____________________________________________________________________ 8. Shared Voting Power -0- _____________________________________________________________________ 9. Sole Dispositive Power 9,000 _____________________________________________________________________ 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) .......... 13. Percent of Class Represented by Amount in Row (11) 0.5% 14. Type of Reporting Person (See Instructions) OO Amendment No. 1 to Schedule 13D Reference is hereby made to the statement of Schedule 13D originally filed with the Securities and Exchange Commission on October 21, 2004. Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 4. Purpose of Transaction Each member of the Oppenheimer Group acquired the Shares for their own account and for investment purposes. Depending on market conditions and other factors that they may deem material, the members of the group may purchase additional Shares or may dispose of all or a portion of the Shares they now own or may hereafter acquire. At the present time, the Oppenheimer Group does not have any plan or intention that any such purchases or sales will be made for the effect of changing or influencing the control of the Issuer. As contemplated in the Schedule 13D filed with the Securities and Exchange Commission on October 21, 2004, on November 3, 2004, in accordance with the procedure set forth in the Issuer's Proxy Statement dated April 4, 2004, the Oppenheimer Group sent a letter to the Issuer's Board of Trustees in which the Oppenheimer Group nominated two individuals, Mr. Michael W. Malafronte and Mr. Andrew A. Cohen, for election to the Board. Except as set forth above, no member of the Oppenheimer Group has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 24, 2004 P. OPPENHEIMER INVESTMENT PARTNERSHIP, LP By: Oppvest, LLC, General Partner By: Philip V. Oppenheimer ------------------------- Managing Member By: /s/ Beth N. Lowson ------------------------- Beth N. Lowson The Nelson Law Firm, LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Attorney In Fact OPPENHEIMER-CLOSE INTERNATIONAL, LTD. By: Philip V. Oppenheimer ------------------------- Philip V. Oppenheimer Chairman By: /s/ Beth N. Lowson ------------------------- Beth N. Lowson The Nelson Law Firm, LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Attorney In Fact POWER OF ATTORNEY The undersigned does hereby constitute and appoint Stephen J. Nelson, Kira L. Polner and Beth N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway, 4th Floor, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of October 2004. /s/ Philip V. Oppenheimer -------------------------- Philip V. Oppenheimer -----END PRIVACY-ENHANCED MESSAGE-----