-----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, QdSdA3b2llLx9N+pFKTteKAF6l7psr1Bg9JLBe8evkl+/aMqEckUe6Orjp4+w+wC 9Do1TrGhjyEZMdZ7uq/8+A== 0000950137-98-001868.txt : 19980515 0000950137-98-001868.hdr.sgml : 19980515 ACCESSION NUMBER: 0000950137-98-001868 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980131 FILED AS OF DATE: 19980504 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GETTY REALTY CORP /MD/ CENTRAL INDEX KEY: 0001052752 STANDARD INDUSTRIAL CLASSIFICATION: 5171 IRS NUMBER: 113412575 STATE OF INCORPORATION: MD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-13777 FILM NUMBER: 98609319 BUSINESS ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5163382600 MAIL ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 10-K405/A 1 AMEND. #1 TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended JANUARY 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-13777 GETTY REALTY CORP. (Exact name of registrant as specified in its charter) Maryland 11-3412575 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 125 Jericho Turnpike, Jericho, New York 11753 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 516-338-2600 Securities registered pursuant to Section 12 (b) of the Act: Name of each exchange on Title of each class which registered Common Stock, $.01 par value New York Stock Exchange Series A Participating Convertible Redeemable Preferred Stock, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12 (g) of the Act: None (Title of Class) Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by nonaffiliates (7,929,034 shares of common stock and 1,514,219 shares of preferred stock) of the Company was $221,035,417 as of April 22, 1998. The registrant had outstanding 13,564,873 shares of common stock and 2,888,799 shares of preferred stock as of April 22, 1998. DOCUMENTS INCORPORATED BY REFERENCE
Document Part of Form 10-K -------- ----------------- Annual Report to Stockholders for the fiscal year ended January 31, 1998 (the "Annual Report")(pages 9 through 28). II Definitive Proxy Statement for the 1998 Annual Meeting of Stockholders (the "Proxy Statement") which will be filed by the registrant on or prior to 120 days following the end of the registrant's fiscal year ended January 31, 1998 pursuant to Regulation 14A. III
2 EXHIBIT INDEX GETTY REALTY CORP. Annual Report on Form 10-K for the fiscal year ended January 31, 1998
Exhibit No. Description --- ----------- 1.1 Agreement and Plan of Reorganization Filed as Exhibit 2.1 to registrant's and Merger, dated as of December 16, Registration Statement on Form S-4, 1997 (the "Merger Agreement") by and filed on January 12, 1998 (File No. among Getty Realty Corp., Power Test 333-44065), included as Appendix A to Investors Limited Partnership and CLS the Joint Proxy Statement/Prospectus General Partnership Corp. that is a part thereof, and incorporated herein by reference. 3.1 Articles of Incorporation of Getty Realty Filed as Exhibit 3.1 to registrant's Holding Corp. ("Holdings"), now known as Registration Statement on Form S-4, filed on Getty Realty Corp., filed December 23, 1997. January 12, 1998 (File No. 333- 44065), included as Appendix D to the Joint Proxy Statement/Prospectus that is a part thereof, and incorporated herein by reference. 3.2 Articles Supplementary to Articles of * Incorporation of Holdings, filed January 21, 1998. 3.3 By-Laws of Holdings. Filed as Exhibit 3.2 to registrant's Registration Statement on Form S-4, filed on January 12, 1998 (File No. 333- 44065), included as Appendix F to the Joint Proxy Statement/Prospectus that is a part thereof, and incorporated herein by reference. 3.4 Articles of Amendment of Holdings, * changing its name to Getty Realty Corp., filed January 30, 1998. 4.1 $35,000,000 reducing revolving Loan Filed as Exhibit 4.7 to the Quarterly Report Agreement between Leemilt's Petroleum, Inc. on Form 10-Q for the quarter ended October and Bank of New England, N.A. dated as of 31, 1987 (File No. 1- 8059) of Getty December 7, 1987, and related Guaranty Petroleum Corp., and incorporated herein by Agreement, dated as of December 7, 1987, by reference. and between Getty Petroleum Corp. (now known as Getty
16 3 Properties Corp.) and Bank of New England, N.A. 4.2 Amended and Restated Loan Agreement between Filed as Exhibit 4.8 to the Annual Report on Leemilt's Petroleum, Inc. and Fleet Bank of Form 10-K for the fiscal year ended January Massachusetts, N.A., as successor to Bank of 31, 1996 (File No. 1- 8059) of Getty New England, N.A., dated as of October 31, Petroleum Corp. and incorporated herein by 1995 (the "Leemilt's Loan"). reference. 4.3 First Amendment to Amended and Restated Loan * Agreement between Leemilt's Petroleum, Inc. and Fleet National Bank (formerly known as Fleet Bank of Massachusetts, N.A.) dated as of April 18, 1997. 4.4 Second Amendment to Amended and Restated * Loan Agreement between Leemilt's Petroleum, Inc. and Fleet National Bank dated as of January 30, 1998. 4.5 Amended and Restated Loan Agreement between Filed as Exhibit 10.27 to Power Test Power Test Realty Company Limited Investors Limited Partnership's ("PT Partnership ("PT Realty") and Fleet Bank of Investors") Annual Report on Form 10- K for Massachusetts, N.A. dated as of October 31, the fiscal year ended December 31, 1995 1995 (the "PT Realty Loan"). (File No. 0-14557) and incorporated herein by reference. 4.6 First Amendment to Amended and Restated Loan * Agreement between PT Realty and Fleet National Bank dated as of April 18, 1997. 4.7 Second Amendment to Amended and Restated * Loan Agreement between PT Realty and Fleet National Bank dated as of
17 4 January 30, 1998. 10.1 Retirement and Profit Sharing Plan (amended Filed as Exhibit 10.2(b) to registrant's and restated as of September 19, 1996), Annual Report on Form 10-K for the fiscal adopted by the registrant on December 16, year ended January 31, 1998 (File No. 1997. 1-8059) and incorporated herein by reference. 10.2 1998 Stock Option Plan, effective as of Filed as Exhibit 10.1 to registrant's January 30, 1998. Registration Statement on Form S-4, filed on January 12, 1998 (File No. 333- 44065), included as Appendix H to the Joint Proxy Statement/Prospectus that is a part thereof, and incorporated herein by reference. 10.3 Asset Purchase Agreement among Power Test Filed as Exhibit 2(a) to the Current Report Corp. (now known as Getty Properties Corp.), on Form 8-K of Power Test Corp., filed Texaco Inc., Getty Oil Company and Getty February 19, 1985 (File No. 1-8059) and Refining and Marketing Company, dated as of incorporated herein by reference. December 21, 1984. 10.4 Trademark License Agreement among Power Test Filed as Exhibit 2(b) to the Current Report Corp., Texaco Inc., Getty Oil Company and on Form 8-K of Power Test Corp., filed February 19, Getty Refining and Marketing Company, dated 1985 (File No. 1-8059) and incorporated herein as of February 1, 1985. by reference. 10.5 Three Party Lease Agreement among Getty * Realty Corp. (now known as Getty Properties Corp.), Leemilt's Petroleum, Inc. and Fleet National Bank dated as of April 18, 1997, amending and restating the Lease dated February 1, 1985 between Leemilt's Petroleum, Inc., as lessor, and Getty Petroleum Corp. (now known as Getty Properties Corp.), as lessee.
18 5 10.6 Amendment to Three Party Lease Agreement * among Getty Properties Corp., Leemilt's Petroleum, Inc. and Fleet National Bank dated as of January 30, 1998. 10.7 Amended and Restated Hazardous Waste and Filed as Exhibit 10.17 to the Annual Report PMPA Indemnification Agreement, dated as of on Form 10-K for the fiscal year ended October 31, 1995, among Getty Petroleum January 31, 1996 (File No. 1- 8059) of Getty Corp.(now known as Getty Properties Corp.), Petroleum Corp. and incorporated herein by Power Test Realty Company Limited reference. Partnership and Fleet Bank of Massachusetts, N.A. 10.8 Affirmation and Acknowledgement of Amended * and Restated Hazardous Waste and PMPA Indemnification Agreement, between Getty Realty Corp. and Fleet National Bank dated as of April 18, 1997. 10.9 Second Affirmation and Acknowledgement of * Amended and Restated Hazardous Waste and PMPA Indemnification Agreement between the registrant and Fleet National Bank, dated as of January 30, 1998. 10.10 Amended and Restated Guaranty Agreement, * dated as of October 27, 1995, between Getty Petroleum Corp. and Fleet Bank of Massachusetts, N.A. pertaining to the Leemilt's Loan. 10.11 Affirmation and *
19 6 Acknowledgment of Amended and Restated Guaranty Agreement between Getty Realty Corp. and Fleet National Bank, dated as of April 18, 1997, pertaining to the Leemilt's Loan. 10.12 Guaranty Agreement between the registrant * and Fleet National Bank, dated as of January 30, 1998, pertaining to the Leemilt's Loan. 10.13 Guaranty Agreement between the registrant * and Fleet National Bank, dated as of January 30, 1998, pertaining to the PT Realty Loan. 10.14 Guaranty Agreement between Getty Properties * Corp. and Fleet National Bank dated as of January 30, 1998, pertaining to the PT Realty Loan. 10.15 Form of Indemnification Agreement between * the registrant and its directors. 10.16 Supplemental Retirement Plan for Executives Filed as Exhibit 10.22 to the Annual Report of the registrant (then known as Getty on Form 10-K for the fiscal year ended Petroleum Corp.) and Participating January 31, 1990 (File No. 1- 8059) of Getty Subsidiaries (adopted by the registrant on Petroleum Corp. and incorporated herein by December 16, 1997). reference. 10.17 Form of Agreement dated December 9, 1994 Filed as Exhibit 10.23 to the Annual Report between Getty Petroleum Corp. and its non- on Form 10-K for the fiscal year ended director officers and certain key employees January 31, 1995 (File No. 1- 8059) of Getty regarding compensation upon change in Petroleum Corp. and incorporated herein by control. reference.
20 7 10.18 Form of Agreement dated as of March 7, 1996 Filed as Exhibit 10.27 to the Annual amending Agreement dated as of December 9, Report on Form 10-K for the fiscal year 1994 between Getty Petroleum Corp. (now ended January 31, 1996 (File No. 1- 8059) of known as Getty Properties Corp.) and its Getty Petroleum Corp. and incorporated non-director officers and certain key herein by reference. employees regarding compensation upon change in control (See Exhibit 10.17). 10.19 Form of letter from Getty Petroleum Corp. * dated April 8, 1997, confirming that a change of control event had occurred pursuant to the change of control agreements. (See Exhibits 10.17 and 10.18). 10.20 Form of Agreement dated March 9, 1998, from * the registrant to certain officers and key employees, adopting the prior change of control agreements, as amended, and further amending those agreements. (See Exhibits 10.17, 10.18 and 10.19). 10.21 Form of Master Lease Agreement dated Filed as Exhibit 10.28 to the Annual Report February 1, 1997 between Getty Petroleum on Form 10-K for the fiscal year ended Corp. (now known as Getty Properties Corp.) January 31, 1997 (File No. 1- 8059) of Getty and Getty Petroleum Marketing Inc. Petroleum Corp. and incorporated herein by reference. 10.22 Form of Reorganization and Distribution Filed as Exhibit 10.29 to the Annual Report Agreement between Getty Petroleum Corp. (now on Form 10-K for the fiscal year ended known as Getty Properties Corp.) and Getty January 31, 1997 (File No. 1-8059) of Getty Petroleum Marketing Inc. dated as of Petroleum Corp. and incorporated herein by February 1, 1997. reference. 10.23 Form of Trademark License Filed as Exhibit 10.30 to the Annual
21 8 Agreement between Getty Petroleum Corp. (now Report on Form 10-K for the fiscal year known as Getty Properties Corp.) and Getty ended January 31, 1997 (File No. 1- 8059) of Petroleum Marketing Inc. Getty Petroleum Corp. and incorporated herein by reference. 10.24 Form of Services Agreement dated as of Filed as Exhibit 10.31 to the Annual Report February 1, 1997 between Getty Petroleum on Form 10-K for the fiscal year ended Corp. (now known as Getty Properties Corp.) January 31, 1997 (File No. 1- 8059) of Getty and Getty Petroleum Marketing Inc. Petroleum Corp. and incorporated herein by reference. 10.25 Form of Tax Sharing Agreement between Getty Filed as Exhibit 10.32 to the Annual Report Petroleum Corp. (now known as Getty on Form 10-K for the fiscal year ended Properties Corp.) and Getty Petroleum January 31, 1997 (File No. 1- 8059) of Getty Marketing Inc. Petroleum Corp. and incorporated herein by reference. 10.26 Form of Stock Option Reformation Agreement Filed as Exhibit 10.33 to the Annual Report made and entered into as of March 21, 1997 on Form 10-K for the fiscal year ended by and between Getty Petroleum Corp. (now January 31, 1997 (File No. 1- 8059) of Getty known as Getty Properties Corp.) and Getty Petroleum Corp. and incorporated herein by Petroleum Marketing Inc. reference. 13 Annual Report to Stockholders for the fiscal * year ended January 31, 1998. 22 Subsidiaries of the registrant. * 24 Consent of Independent Accountants. ** 27 Financial Data Schedule. *
- - ----------------------- * Previously filed. ** Filed herewith. Replaces and supercedes Exhibit 24 as previously filed. 22 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized. Getty Realty Corp. (Registrant) By /s/ John J. Fitteron ------------------------------ John J. Fitteron, Senior Vice President, Treasurer and Chief Financial Officer May 4, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report, as amended, has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By /s/ Leo Liebowitz By /s/ John J. Fitteron ------------------------------ ------------------------------ Leo Liebowitz, President, John J. Fitteron, Chief Executive Officer Senior Vice President, and Director Treasurer and Chief Financial May 4, 1998 Officer (Principal Financial and Accounting Officer) May 4, 1998 By /s/ Milton Cooper By /s/ Philip E. Coviello ------------------------------ ------------------------------ Milton Cooper, Philip E. Coviello, Director Director May 4, 1998 May 4, 1998 By /s/ Milton Safenowitz By /s/ Warren G. Wintrub ------------------------------ ------------------------------ Milton Safenowitz, Warren G. Wintrub, Director Director May 4, 1998 May 4, 1998 23 EX-24 2 CONSENT OF ACCOUNTANTS 1 EXHIBIT 24 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Getty Realty Corp. on Form S-8 (Registration Nos. 333-45249 and 333-45251) of our reports dated March 12, 1998, on our audits of the consolidated financial statements and financial statement schedule of Getty Realty Corp. and Subsidiaries as of January 31, 1998 and 1997 and for each of the three years in the period ended January 31, 1998 which reports have been included or incorporated by reference in this Annual Report on Form 10-K. Coopers & Lybrand L.L.P. New York, New York March 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----