-----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, WLv44sqrR+RZMjmWgyo1GLs9mt3OtaOKxGyRiBuUt/Pvp+pYM/Sd5TtuMeYbOLjQ QNJE2b2d/hgH8AqV2uZ5vQ== 0000950137-01-502353.txt : 20010717 0000950137-01-502353.hdr.sgml : 20010717 ACCESSION NUMBER: 0000950137-01-502353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010716 ITEM INFORMATION: FILED AS OF DATE: 20010716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GETTY REALTY CORP /MD/ CENTRAL INDEX KEY: 0001052752 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 113412575 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13777 FILM NUMBER: 1682556 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 8-K 1 c63779e8-k.txt CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2001 GETTY REALTY CORP. (Exact Name of Registrant as Specified in Charter) Maryland 1-13777 11-3412575 (State or other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 125 Jericho Turnpike Suite 103 Jericho, New York 11753 (Address of Principal Executive Offices, including zip code) Registrant's telephone number, including area code: (516) 338-2600 2 Item 1. Not Applicable. Item 2. Not Applicable. Item 3. Not Applicable. Item 4. Not Applicable. Item 5. Not Applicable. Item 6. Not Applicable. Item 7. Not Applicable. Item 8. Not Applicable. Item 9. Regulation FD Disclosure. The Company's press release dated July 16, 2001 attached hereto as Exhibit 99.1 is incorporated herein by reference. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GETTY REALTY CORP. By: /s/ Randi Young Filip ----------------------------------------- Randi Young Filip Vice President, General Counsel and Corporate Secretary 3 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press release dated July 16, 2001. 4 EX-99.1 2 c63779ex99-1.txt PRESS RELEASE DATED 7/16/01 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE GETTY REALTY CORP. MAILS PROXY MATERIALS FOR SHAREHOLDER APPROVAL TO BECOME REIT JERICHO, NY, July 16, 2001 --- Getty Realty Corp. (NYSE-GTY) today announced that it had begun mailing proxy materials to stockholders for a special meeting to be held on August 1, 2001 at which the Board of Directors will seek stockholder approval of a charter amendment containing ownership limitations typical for real estate investment trusts (REITs). As previously announced, on June 14, 2001 Getty filed a registration statement with the SEC for a public offering of $150 million of preferred and/or common stock. The registration statement was declared effective by the SEC on July 3, 2001. By the end of July 2001, Getty expects to sell approximately 7.7 million shares of its common stock in a public offering, and will use a portion of the net proceeds of the offering to pay a special one-time distribution of approximately $64.1 million to its current stockholders. Common stockholders will receive $4.15 per share and series A preferred stockholders will receive $4.20 per share if the special distribution is paid. Getty intends to declare the special distribution to holders of record immediately prior to the pricing of the offering, with payment conditioned on the closing of the offering and stockholder approval of the charter amendment. Assuming stockholder approval and if the special distribution is paid, Getty will elect to be taxed as a REIT under the federal income tax laws beginning with the year ending December 31, 2001. As a REIT, the Company would be required at a minimum to distribute at least 90% of its taxable income to stockholders each year. Assuming if Getty elects REIT status, it intends to pay common stock dividends of $0.4125 per quarter ($1.65 per share on an annual basis), commencing with the quarterly dividend to be declared in September 2001. Payment of dividends is subject to market conditions, Getty's financial condition, the distribution preferences of Getty's preferred stock and other factors, and therefore cannot be assured. Getty Realty Corp. is a real estate company specializing in service stations, convenience stores and petroleum marketing terminals. Getty owns and leases approximately 1,100 properties in the Eastern United States. Certain statements in this news release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used herein, the words "believes", "expects", "plans", "estimates" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance and achievements of Getty to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. CONTACT: Leo Liebowitz, President and Chief Executive Officer, Getty Realty Corp., 516-338-1222. -----END PRIVACY-ENHANCED MESSAGE-----