-----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, CnKIWObUBFRUJ+otjWKCGetg2Jg01RfAc4OVfzEJLdZCXQrzVcJOtDmpE/pn5TGh jtM2Sb8AZ1t8oO/dP2l1rw== 0000950137-01-502373.txt : 20010719 0000950137-01-502373.hdr.sgml : 20010719 ACCESSION NUMBER: 0000950137-01-502373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010717 ITEM INFORMATION: FILED AS OF DATE: 20010718 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: 1683481 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 c63835e8-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 17, 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 17, 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 17, 2001. 4 EX-99.1 2 c63835ex99-1.txt PRESS RELEASE DATED 7/17/01 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE GETTY REALTY CORP. DECLARES SPECIAL E&P DIVIDEND; PAYMENT CONDITIONED UPON PROPOSED COMMON STOCK OFFERING AND STOCKHOLDER APPROVAL OF REIT OWNERSHIP LIMITATIONS JERICHO, NY, July 17, 2001 --- Getty Realty Corp. (NYSE-GTY) today announced that its Board of Directors had declared a special one-time cash dividend to stockholders of approximately $64.1 million, conditioned upon successful completion of a proposed public offering of approximately 7.7 million shares of Getty common stock and approval by Getty stockholders of ownership limitations typical for real estate investment trusts (REITs) at a special stockholders' meeting scheduled for August 1, 2001. The special dividend represents the company's accumulated "earnings and profits." The special dividend is payable August 2, 2001 to holders of record of Getty's common stock and series A preferred stock at the close of business on July 25, 2001. If the conditions are satisfied, holders of Getty common stock on the record date will receive $4.15 per share, and holders of Getty's series A preferred stock will receive $4.20 per share. Due to the relative size and conditional nature of the special distribution, Getty common stock and series A preferred stock will not be traded "ex dividend" on the New York Stock Exchange until after the special distribution is paid. Shares traded after the July 25 record date until the special distribution is paid will be accompanied by a "due bill", reflecting the right (as between buyer and seller) to receive the special distribution as and when paid. Accordingly, holders of Getty common stock and series A preferred stock on the record date must hold the stock until the distribution payment date in order to receive the special distribution. Purchasers of Getty common stock in the proposed public offering will not receive any portion of the special dividend on any of the shares of common stock they purchase. Getty common stock sold in the proposed public offering, which is not entitled to the special distribution, will be traded on the NYSE under the temporary symbol "GTY.TMP" until the special distribution is paid. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No assurance can be given that an offering will be made or consummated. 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. 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-----