##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A
AMENDMENT NO. 1

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(  ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

Commission File Number: 0-25074

STONEHAVEN REALTY TRUST
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Maryland
(State or other jurisdiction
of incorporation or organization) |  | 39-6594066
(I.R.S. Employer
Identification Number)

5620 Smetana Road, Suite 330, Minnetonka, MN 55343
(Address of principal executive offices) (zip code)

Issuers telephone number: 952-935-5411      Fax number: 952-935-5659

Securities registered under Section 12(b) of the Act: None

Securities registered under to Section 12(g) of the Act: Common Shares, $0.01 par value

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to the filing requirements for the past 90 days.
Yes  X                      No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

Registrants revenues for its most recent fiscal year: $1,389,178.
At March 21, 2003, the Registrant had 4,517,524 common shares of beneficial
interest, $0.01 par value and 663,291 Class A Cumulative Convertible Preferred
Shares. The aggregate market value of the voting shares held by non-affiliates
of the Registrant was approximately $2,408,000 based on the closing prices of
$0.14 for its common shares and $4.21 for its Class A Cumulative Convertible
Preferred Shares on the American Stock Exchange on March 21, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one):   Yes                      No    X





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##### 



STONEHAVEN REALTY TRUST
2002 ANNUAL REPORT ON FORM 10-KSB/A
TABLE OF CONTENTS

|                 |  |                                                                                                                |  |      |  | 
|---------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ---- |  | 
|                 |  |                                                                                                                |  | Page
|                 |  |                                                                                                                |  |     
|Explanatory Note |  |                                                                                                                |  |      |  | 
|                
|Part I           |  |                                                                                                                |  |      |  | 
|Item 1           |  | Description of Business                                                                                        |  |      |  | 
|                
|Part III         |  |                                                                                                                |  |      |  | 
|Item 9           |  | Trustees, Executive Officers, Promoters and
Control Persons, Compliance with Section 16(a)
of the Exchange Act |  |      |  | 
|                
|Item 11          |  | Security Ownership of Certain Beneficial
Owners and Management                                                 |  |      |  | 
|                
|Signatures       |  |                                                                                                                |  |      |  | 





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##### 



Explanatory Note

This Form 10-KSB/A is being filed by Stonehaven Realty Trust (the Company) as
an amendment to its annual report on Form 10-KSB for the fiscal year ended
December 31, 2002, filed March 29, 2003, to amend certain information contained
in Items 1, 9 and 11 so that the information contained in these Items is
consistent with the language contained in the Companys Proxy Statement and
Exchange Offer filed on May 30, 2003. The amendments to these Items are
necessary due to the appointment of James C. Mastandrea and John J. Dee to Chief
Executive Officer and Chief Financial Officer, respectively, on April 7, 2003
and other events related thereto. Other than the amendments specifically set
forth in this Form 10-KSB/A, the remainder of the Companys Form 10-KSB is
unchanged.

Part I

Item 1. Description of Business

Recent Transactions

The last sentence of the third paragraph of this section is amended to read as
follows:

Further, the terms of office for Duane H. Lund, Kim A. Culp, Steven B. Hoyt and Edward Padilla as Trustees
expire at the 2003 annual meeting of shareholders, and they are not seeking re-election.

Part III

Item 9. Trustees, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act

Board of Trustees, Executive Officers, Significant Employees and Family Relationships

The names, ages and positions of our Trustees, executive officers and key
employees are as follows:

|                    |  |     |    |          |  |                                                                        |  |               |      |    
|------------------- |  | --- | -- | -------- |  | ---------------------------------------------------------------------- |  | ------------- | ---- | ---
|                    |  |     |    |          |  |                                                                        |  | Expiration of
|Name                |  | Age |    | Position |  | Term                                                                  
|                    |  |     |    |          |  |                                                                       
|James C. Mastandrea |  |     | 59 |          |  | Chairman of the Board, Chief Executive
Officer and President           |  |               | 2006 |    
|                   
|                   
|                   
|                   
|John J. Dee         |  |     | 52 |          |  | Senior Vice President, Chief Financial
Officer and Trustee             |  |               | 2004 |    
|                   
|                   
|                   
|                   
|Duane H. Lund       |  |     | 39 |          |  | Trustee and Vice President                                             |  |               | 2003 | (1)
|                   
|                   
|                   
|                   
|Daryl J. Carter     |  |     | 47 |          |  | Nominee for Election as Trustee at the
2003 Annual Meeting of Trustees |  |               | 2005 |    

1



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##### 



|                  |  |     |    |          |  |                                                    |  |               |               | 
|----------------- |  | --- | -- | -------- |  | -------------------------------------------------- |  | ------------- | ------------- | 
|                  |  |     |    |          |  |                                                    |  | Expiration of
|Name              |  | Age |    | Position |  | Term                                              
|                  |  |     |    |          |  |                                                   
|Kim A. Culp       |  |     | 51 |          |  | Trustee                                            |  |               | 2003(1)       | 
|                 
|                 
|                 
|                 
|Daniel G. DeVos   |  |     | 45 |          |  | Trustee                                            |  |               | 2006          | 
|                 
|                 
|                 
|                 
|Steven B. Hoyt    |  |     | 51 |          |  | Trustee                                            |  |               | 2003(1)       | 
|                 
|                 
|                 
|                 
|Paul T. Lambert   |  |     | 50 |          |  | Trustee                                            |  |               | 2004          | 
|                 
|                 
|                 
|                 
|Michael T. Oliver |  |     | 60 |          |  | Trustee                                            |  |               | 2005          | 
|                 
|                 
|                 
|                 
|Edward Padilla    |  |     | 47 |          |  | Trustee                                            |  |               | 2003(1)       | 
|                 
|                 
|                 
|                 
|Steven M. Edelman |  |     | 48 |          |  | Senior Vice President and Chief Investment Officer |  |               | NotApplicable | 



|(1) |  | The terms of office for Mr. Lund, Mr. Culp, Mr. Hoyt and Mr. Padilla as Trustees expire at the 2003 annual
meeting. These Trustees are not seeking re-election at the annual meeting.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The business experience, principal occupations and employment, as well as the
periods of service, of each of our Trustees and executive officers during at
least the last five years are set forth below.

James C. Mastandrea was appointed as President and Chairman of the Board of
Trustees on March 4, 2003, and Chief Executive Officer on April 7, 2003. In May
1998, Mr. Mastandrea returned as Chairman and Chief Executive Officer to MDC
Realty Corporation, Chicago, Illinois, which he founded in 1978 and had used for
the development of over $500 million of real estate projects until 1993. From
July 1993 to December 1993, Mr. Mastandrea was President of First Union Real
Estate Investments, a publicly traded real estate investment trust headquartered
in Cleveland, Ohio. From January 1994 until his departure in May 1998, he was
Chairman of the Board of Trustees and Chief Executive Officer of First Union
Real Estate Investments. During his tenure at First Union, Mr. Mastandrea and
his management team substantially grew the assets of the Trust from $495 million
at the beginning of 1994 to $934 million at the end of 1997, along with
commensurate growth in net operating income and funds from operations. In 1999,
Mr. Mastandrea formed Eagles Wings Aviation Corporation, where he served as
Chief Executive Officer, to purchase a troubled aviation services business. At
the time of the purchase, the business was in default on its debt obligations.
Following the September 11, 2001 terrorist attacks, the business was further
adversely affected. In March 2002, Eagles Wings Aviation Corporation filed for
protection under Chapter 11 of the federal bankruptcy laws. Mr. Mastandrea has
been the general partner of Hampton since its formation in 1983. Mr. Mastandrea
is a Director of Cleveland State University Foundation Board and Chairman of the
Nominating Committee, and a Director and a member of the Real Estate Committee
of University Circle Inc., Cleveland, Ohio.

John J. Dee was appointed as Senior Vice President of Stonehaven, and elected as
a Trustee on March 4, 2003, and Chief Financial Officer on April 7, 2003. From
2002 to 2003, Mr. Dee was Senior Vice President and Chief Financial Officer of
MDC Realty Corporation, Cleveland, Ohio, an affiliate of MDC Realty Corporation,
Chicago, Illinois. From 2000 to 2002, Mr. Dee was Director of Finance and
Administration for Frantz Ward, LLP, Cleveland, Ohio, a Cleveland-based law firm
with approximately 100 employees. From 1978 to 2000, Mr. Dee held various
management positions with First Union Real Estates Investments. Mr. Dee is
licensed as a CPA in the State of Ohio.

Duane H. Lund has been a Trustee since December 1999 and also serves as our Vice
President. Mr. Lund served us in various other capacities since 1998, including
Chief Executive Officer from

2



---



##### 



November 1998 until April 2003 and Chief Financial Officer from February 2001
until April 2003. Mr. Lund was a founding shareholder of First Industrial Realty
Trust, Inc. and served as a Senior Regional Director of First Industrial from
1994 to 1998. In such capacity, Mr. Lund acquired and managed over 11,000,000
square feet of commercial property with a value in excess of $750 million. From
1989 to 1994, Mr. Lund was an acquisition partner with The Shidler Group, where
he was involved in coordinating the underwriting and due diligence for over $200
million of commercial property. Mr. Lund is a member of the Board of Directors
of the Wisconsin Real Estate Alumni Association and a former Board member of the
National Association of Industrial and Office Properties, Minnesota Chapter and
former member of the Advisory Boards of the Midwest Real Estate News, the
Minnesota Real Estate Journal and a current member of the KPMG Peat Marwick
Alumni Association.

Daryl J. Carter is a nominee for election as a Trustee at the 2003 Annual
Meeting. Mr. Carter is Co-Chairman and Chief Investment Officer of Capri
Capital, Irvine, California, a diversified real estate financial services firm
that he co-founded in 1992. Capri Capital has $6.5 billion in assets under
management, including investments in commercial mortgages, mezzanine capital,
and equity investments in Fannie Mae, Freddie Mac and HUD/FHA programs, along
with equity and mezzanine capital investments on behalf of various public,
private and labor funds. Mr. Carter also serves as a Director of Catellus
Development Corporation, Los Angeles, California, a publicly held real estate
development company, and is Chairman of the Audit Committee. Mr. Carter is a
member of the Pension Real Estate Association (PREA), a Trustee of the Urban
Land Institute (ULI), and a Board Member of the National Multifamily Housing
Association (NMHA).

Kim A. Culp has been a Trustee since May 15, 2002. Mr. Culp is Regional Chairman
of Marshall & Ilsley Bank. Mr. Culp was an original investor, Vice Chairman and
President of Century Bank prior to its sale to Marshall & Ilsley Bank of
Milwaukee. Previously, he was co-owner, President and Chief Executive Officer of
The Shelard Group, a commercial real estate services company that provided
leasing, brokerage and property management services, located in Minneapolis,
Minnesota. Mr. Culp currently has office, multi-family and industrial real
estate holdings. Mr. Culp holds a B.A. from the University of St. Johns and
currently serves on the Board of Directors of Ryan Companies and Marshall &
Ilsley Minnesota.

Daniel G. DeVos was appointed as a Trustee on March 4, 2003. Mr. DeVos is
Chairman of the Board and CEO of DP Fox Ventures, LLC, a diversified management
enterprise with investments in real estate, transportation, entertainment and
sports teams. In addition, Mr. DeVos is the owner of the Grand Rapids Rampage
(AFL), Grand Rapids Griffins (AFL), and has ownership interests in the Orlando
Magic (NBA), Orlando, Florida. Mr. DeVos is a Director of: Alticor, Inc., the
parent of Amway Corporation, Grand Rapids, Michigan; Genmar Industries, a
privately-held boat manufacturer in Minneapolis, Minnesota; and the Orlando
Magic (NBA), Orlando, Florida. From 1994 to 1998, Mr. DeVos served as a Trustee
of the Board of Trustees of First Union Real Estate Investment.

Steven B. Hoyt has been a Trustee since November 1998. He has served as Chief
Executive Officer of Hoyt Properties, Inc. from 1989 to present. Hoyt Properties
currently owns over 1,000,000 square feet of industrial and office property in
Minnesota and has developed over 5,000,000 square feet of commercial property
since its inception. From 1994 to 1995, Mr. Hoyt served as a Senior Regional
Director of First Industrial Realty Trust, Inc. Mr. Hoyt has been a member of
the Board of Directors of the Better Business Bureau and has served in numerous
state and national positions for the National Association of Industrial and
Office Parks (NAIOP).

Paul T. Lambert has been a Trustee since November 1998. Mr. Lambert is currently
the Chief Executive Officer of Lambert Capital Corporation. He served on the
Board of Directors and was the Chief Operating Officer of First Industrial
Realty Trust, Inc. from its initial public offering in October 1994 to the end
of 1995. Mr. Lambert was one of the largest contributors to the formation of
First Industrial and one of its founding shareholders. Prior to forming First
Industrial, Mr. Lambert was

3



---



##### 



managing partner of the Midwest region for The Shidler Group, a national private
real estate investment company. Prior to joining Shidler, Mr. Lambert was a
commercial real estate developer with Dillingham Corporation and, prior to that,
was a consultant with The Boston Consulting Group. Mr. Lambert was also a
founding shareholder of CGA Group, Ltd., a holding company whose subsidiary is a
AAA-rated financial guarantor based in Bermuda.

Michael T. Oliver was appointed as a Trustee of the Board of Trustees of
Stonehaven on March 4, 2003. Mr. Oliver is the Director of Real Estate and
Private Investments of the Alaska State Pension Board of the Alaska State
Pension Fund, Juneau, Alaska, a position he has held since August 2000. Prior to
joining the Alaska State Pension Board, Mr. Oliver was a consultant from March
1998 to July 2000 to MPAC Capital Markets, Seattle, Washington, and a consultant
to the Asian government concerning laws governing REITs. From April 1996 to
March 1998, Mr. Oliver was Chairman of RERC Capital Markets, LLC, Chicago,
Illinois.

Edward Padilla has been a Trustee since May 15, 2002. Mr. Padilla is President
and Chief Executive Officer of NorthMarq (Northland/Marquette) Capital Group.
Mr. Padilla joined NorthMarq in 1991, first as managing director of the
Minneapolis Regional Office, then in 1996 as executive vice president, at which
time his responsibilities included managing the St. Louis and Chicago offices,
as well as personal loan production in the Minneapolis office. Mr. Padilla holds
a B.A. from the University of Minnesota and a J.D. Degree from William Mitchell
College of Law. Mr. Padilla is also Minnesota Real Estate Broker.

Steven M. Edelman has been appointed as our Chief Investment Officer and Senior
Vice President effective May 16, 2003. From 1999 until joining Stonehaven, Mr.
Edelman served as the Chief Financial Officer of Carnegie Management &
Development Corporation located in Westlake, Ohio. Carnegie Management is a $350
million privately held developer, owner and manager of retail, office and
special use properties. From 1980 to 1999, Mr. Edelman served with First Union
Real Estate Investments (NYSE: FUR) located in Cleveland, Ohio. Most recently,
from 1997 to 1999, he served as its Executive Vice President and Chief Financial
Officer, and from 1995 to 1996 as its Executive Vice President and Chief
Investment Officer.

Officers are elected by the Board of Trustees and serve at the discretion of the
Board.

4



---



##### 



Item 11. Security Ownership of Management and Certain Beneficial Owners

The following table includes certain information with respect to the beneficial
ownership of our shares by: (i) each person known by us to own more than 5% in
interest of the outstanding shares: (ii) each of the Trustees and each nominee
for Trustee; (iii) each of our executive officers; and (iv) all of the Trustees
and executive officers as a group. Except as otherwise noted, the person or
entity named has sole voting and investment power over the shares indicated. The
table shows ownership as of May 12, 2003, before approval of the Contemplated
Transactions (as that term is defined in the Form 10-KSB filed on March 31,
2003) and after all of the Contemplated Transactions have been approved and all
stock issued in connection with each transaction. The table does not reflect the
irrevocable proxy granted by Mr. Lund, Mr. Hoyt and Mr. Lambert to Mr.
Mastandrea and Mr. Dee to vote their Stonehaven shares in favor of the
Contribution Agreement and the Contemplated Transactions and against any
proposal that impairs in any material respect our ability to perform our
obligations under the Contribution Agreement or prevents or materially delays
the closing of the Contemplated Transactions.

|                                                            |  |                                 |           |                      |  |        |      |               |  |         |         |                      |  |         |      |   |  |     |      |   |  |                  |            |      |  |  |      |  
|----------------------------------------------------------- |  | ------------------------------- | --------- | -------------------- |  | ------ | ---- | ------------- |  | ------- | ------- | -------------------- |  | ------- | ---- | - |  | --- | ---- | - |  | ---------------- | ---------- | ---- |  |  | ---- | -
|                                                            |  |                                 |           |                      |  |        |      |               |  |         |         |                      |  |         |      |   |  |     |      |   |  | After Completion
|                                                            |  | Before Approval of Transactions |           |                      |  |        |      |               |  |         |         | of Transactions (12)
|                                                            |  |                                 |           |                      |  |        |      |               |  |         |         |                     
|                                                            |  |                                 |           |                      |  |        |      |               |  |         |         |                      |  |         |      |   |  | All |      |   |  |                  |            |      |  | 
|                                                            |  | Common Shares (2)               |           | Preferred Shares (3) |  | Shares |      | Common Shares
|                                                            |  |                                 |           |                      |  |        |      |              
|Name and Address (1)                                        |  | Number                          |           | Percent              |  | Number |      | Percent       |  | Percent |         | Number               |  | Percent
|                                                            |  |                                 |           |                      |  |        |      |               |  |         |         |                      |  |        
|Steven B. Hoyt                                              |  |                                 | 868,644   | (4)                  |  |        | 18.3 | %             |  |         | 113,367 |                      |  |         | 14.9 | % |  |     | 17.1 | % |  |                  | 273,702    |      |  |  | *    |  
|                                                           
|                                                           
|                                                           
|                                                           
|Paul T. Lambert (5)                                         |  |                                 | 871,354   |                      |  |        | 19.1 | %             |  |         | 65,000  |                      |  |         | 8.6  | % |  |     | 15.2 | % |  |                  | 2,358,619  |      |  |  | 7.3  | %
|                                                           
|                                                           
|                                                           
|                                                           
|Duane H. Lund                                               |  |                                 | 595,195   | (6)                  |  |        | 12.8 | %             |  |         | 96,541  |                      |  |         | 12.7 | % |  |     | 12.8 | % |  |                  |           |      |  |  |     |  
|                                                           
|                                                           
|                                                           
|                                                           
|Sutter
OpportunityFund 2, LLC (7)                           |  |                                 |          |                      |  |        |     |               |  |         | 41,800  |                      |  |         | 5.5  | % |  |     | 2.0  | % |  |                  | 956,426    |      |  |  | 3.0  | %
|                                                           
|                                                           
|                                                           
|                                                           
|Kim A. Culp                                                 |  |                                 | 50,000    | (8)                  |  |        | 1.1  | %             |  |         |        |                      |  |         |     |   |  |     | *    |   |  |                  |           |      |  |  |     |  
|                                                           
|                                                           
|                                                           
|                                                           
|Edward Padilla                                              |  |                                 | 50,000    | (9)                  |  |        | 1.1  | %             |  |         |        |                      |  |         |     |   |  |     | *    |   |  |                  |           |      |  |  |     |  
|                                                           
|                                                           
|                                                           
|                                                           
|James C. Mastandrea                                         |  |                                 |          |                      |  |        |     |               |  |         |        |                      |  |         |     |   |  |     |     |   |  |                  | 34,550,675 | (13) |  |  | 68.0 | %
|                                                           
|                                                           
|                                                           
|                                                           
|John J. Dee                                                 |  |                                 |          |                      |  |        |     |               |  |         |        |                      |  |         |     |   |  |     |     |   |  |                  | 15,926,960 | (14) |  |  | 49.5 | %
|                                                           
|                                                           
|                                                           
|                                                           
|Daryl J. Carter                                             |  |                                 |          |                      |  |        |     |               |  |         |        |                      |  |         |     |   |  |     |     |   |  |                  |           |      |  |  |     |  
|                                                           
|                                                           
|                                                           
|                                                           
|Daniel G. DeVos                                             |  |                                 |          |                      |  |        |     |               |  |         |        |                      |  |         |     |   |  |     |     |   |  |                  |           |      |  |  |     |  
|                                                           
|                                                           
|                                                           
|                                                           
|Michael T. Oliver                                           |  |                                 |          |                      |  |        |     |               |  |         |        |                      |  |         |     |   |  |     |     |   |  |                  |           |      |  |  |     |  
|                                                           
|                                                           
|                                                           
|                                                           
|All trustees and
current executive
officers as a group (10) |  |                                 | 2,435,193 | (11)                 |  |        | 48.5 | %             |  |         | 274,908 |                      |  |         | 36.2 | % |  |     | 44.3 | % |  |                  | 36,909,294 | (15) |  |  | 72.6 | %



|*   |  | Indicates less than one percent                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Unless otherwise indicated, the address of each beneficial owner listed is
our corporate headquarters. Before approval of the Contemplated
Transactions, the address is 5620 Smetana Road, Suite 130, Minnetonka,
Minnesota 55343. After completion of the Contemplated Transactions, the
address is 1240 Huron Road, Suite 301, Cleveland, Ohio 44115.                                                                                                 
|   
|   
|   
|   
|(2) |  | Based on 4,517,524 common shares outstanding as of May 12, 2003.                                                                                                                                                                                                                                                                                                                                                                                        
|   
|   
|   
|   
|(3) |  | Based on 758,832 preferred shares outstanding as of May 12, 2003. Each
preferred share is presently convertible into 3.448 common shares.                                                                                                                                                                                                                                                                                                               
|   
|   
|   
|   
|(4) |  | Includes options to purchase 50,000 common shares which are currently
exercisable and 177,750 common units of the operating partnership,
Wellington Properties Investments, L.P., which are exchangeable
one-for-one into our common shares. Also includes 319,289 common shares
held jointly with Michelle Hoyt, Mr. Hoyts spouse. Mr. Hoyts options
will expire 90 days after he ceases to be a trustee, or 90 days after the
shareholders meeting.
|   
|   
|   
|   
|(5) |  | Includes options to purchase 50,000 common shares which are currently
exercisable and 766,354 common shares held by Lambert Equities II, LLC, of
which Mr. Lambert is the controlling majority member and sole manager.                                                                                                                                                                                                                                 

5



---



##### 



|(6)  |  | Includes options to purchase 130,000 common shares which are currently
exercisable and 465,195 common shares held by WLPT Funding, LLC, of which
Mr. Lund is the owner and sole manager. Mr. Lunds options will expire 90
days after he ceases to be a trustee, or 90 days after the shareholders
meeting.                                                                                                                                                                                                                                                                                                                                                                                                
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(7)  |  | The address of Sutter Opportunity Fund 2, LLC is 150 Post Street,
uite 405, San Francisco, California 94108.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|    
|    
|    
|(8)  |  | Includes options to purchase 50,000 common shares which are
currently exercisable. Mr. Culps options will expire 90 days after he
ceases to be a trustee, or 90 days after the shareholders meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|    
|    
|    
|(9)  |  | Includes options to purchase 50,000 common shares which are currently
exercisable. Mr. Padillas options will expire 90 days after he ceases
to be a trustee, or 90 days after the shareholders meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|    
|    
|    
|(10) |  | Includes nine named persons before approval of the Contemplated
Transactions and six named persons after completion of the Contemplated
Transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|    
|    
|    
|(11) |  | Includes options to purchase 330,000 common shares which are currently
exercisable. Also includes 177,750 common units of the operating
partnership, Wellington Properties Investments, L.P., which are
exchangeable one-for-one into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|    
|    
|    
|(12) |  | Based on 32,172,026 common shares outstanding after completion of the
Contemplated Transactions. Assumes all preferred shares have been tendered
in the exchange offer and exchanged for common shares, including the
restricted shares issued to Mr. Mastandrea and Mr. Dee under their
restricted share agreements. Also assumes all common units of Wellington
Properties Investments, L.P. have been purchased by WLPT Funding, LLC,
which is controlled by Mr. Lund, and Hoyt Properties, Inc., which is
controlled by Mr. Hoyt, and that the purchase price was paid with a
combination of cash and the redemption by Stonehaven of a total of
5,635,292 common shares owned by Mr. Hoyt and Mr. Lund.
|    
|    
|    
|    
|(13) |  | Includes 18,623,715 common shares issuable upon the conversion of 813,938
limited partnership units of Paragon Real Estate, L.P., our newly formed
operating partnership, held by Hampton Court Associates, L.P., of which
Mr. Mastandrea is the general partner. Also includes 15,926,960 restricted
common shares held by Paragon Real Estate Development, LLC of which Mr.
Mastandrea is the managing member.                                                                                                                                                                                                                                                                                            
|    
|    
|    
|    
|(14) |  | Includes 15,926,960 restricted common shares held by Paragon Real Estate
Development, LLC, of which Mr. Dee is a member.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|    
|    
|    
|(15) |  | Includes options to purchase 50,000 common shares which are currently
exercisable. Also includes 18,623,715 common shares issuable upon the
conversion of 813,938 limited partnership units of Paragon Real Estate,
L.P and 15,926,960 restricted common shares held by Paragon Real Estate
Development, LLC.                                                                                                                                                                                                                                                                                                                                                                                               

6



---



##### 



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                                                                                                               
|---------------------------------------------------------------------------------------------------------------
|STONEHAVEN REALTY TRUST                                                                                        
|                                                                                                               
|                                                                                                               
|By:    /s/ James C. MastandreaJames C. Mastandrea, Chairman of
the Board, Chief Executive Officer and
President
|                                                                                                               
|Date:    May 28, 2003                                                                                          

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated

|                                           |  |                                                              |  |             
|------------------------------------------ |  | ------------------------------------------------------------ |  | ------------
|NAME                                       |  | TITLE                                                        |  | DATE        
|                                           |  |                                                              |  |             
|/s/ James C. MastandreaJames C. Mastandrea |  | Chairman of the Board, Chief Executive
Officer and President |  | May 28, 2003
|                                          
|/s/ John J. DeeJohn J. Dee                 |  | Senior Vice President, Chief Financial
Officer and Trustee   |  | May 28, 2003
|                                          
|/s/ Duane H. LundDuane H. Lund             |  | Trustee and Vice President                                   |  | May 28, 2003
|                                          
|/s/ Kim A. CulpKim A. Culp                 |  | Trustee                                                      |  | May 28, 2003
|                                          
|/s/ Daniel G. DeVosDaniel G. DeVos         |  | Trustee                                                      |  | May 28, 2003
|                                          
|/s/ Steven B. HoytSteven B. Hoyt           |  | Trustee                                                      |  | May 28, 2003
|                                          
|/s/ Paul T. LambertPaul T. Lambert         |  | Trustee                                                      |  | May 28, 2003
|                                          
|/s/ Michael T. OliverMichael T. Oliver     |  | Trustee                                                      |  | May 28, 2003
|                                          
|/s/ Edward PadillaEdward Padilla           |  | Trustee                                                      |  | May 28, 2003

7