-----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, Vb6UlILkVVDFJqL5QzP4emMADdcoYEfYdYafvW9kczbSq1grD9a1h1C+22NERq54 uNMuE6pcPS7gfA9tVbenPQ== 0000950137-05-002303.txt : 20050225 0000950137-05-002303.hdr.sgml : 20050225 20050225171218 ACCESSION NUMBER: 0000950137-05-002303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050223 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050225 DATE AS OF CHANGE: 20050225 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: 1934 Act SEC FILE NUMBER: 001-13777 FILM NUMBER: 05642259 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 c92540e8vk.txt CURRENT REPORT UNITED STATES 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): February 23, 2005 ----------------- Getty Realty Corp. --------------------------------- (Exact name of registrant as specified in charter) Maryland 001-13777 11-3412575 -------- --------- ---------- (State of (Commission (IRS Employer Organization) File Number) Identification No.) 125 Jericho Turnpike, Suite 103 Jericho, New York 11753 - ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (516) 478-5400 -------------- Not Applicable --------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 8.01. Other Events On February 23, 2005, Getty Realty Corp. announced that it has entered into a definitive Real Estate Purchase Agreement to acquire 23 convenience store and retail motor fuel properties in Virginia. The aggregate consideration to be paid for these properties is approximately $29.0 million. The closing is expected to be completed by the end of the first quarter 2005. Getty also announced today that it has entered into an agreement to triple net lease all 23 of the properties to a leading convenience store operator with a network of more than 200 company operated convenience stores and independent dealers in the Mid Atlantic States and New England, effective upon the closing of the acquisition. The triple net lease has an initial term of 15 years and provides 3 renewal terms of 5 years each. A copy of the press release announcing this event is attached as Exhibit 99.1 as is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit Number Description - ------ ----------- 99.1 Press Release, dated February 23, 2005, issued by Getty Realty Corp. 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 thereunto duly authorized. Getty Realty Corp. (Registrant) Date: February 25, 2005 By: /s/ Thomas J. STIRNWEIS ------------------------------- Thomas J. Stirnweis Vice President, Treasurer and Chief Financial Officer INDEX TO EXHIBITS Exhibit Description - ------- ----------- Exhibit 99.1 Press Release, dated February 23, 2005, issued by Getty Realty Corp. EX-99.1 2 c92540exv99w1.txt PRESS RELEASE EXHIBIT 99.1 RELEASE: IMMEDIATE GETTY REALTY CORP. TO ACQUIRE 23 PROPERTIES JERICHO, NY, FEBRUARY 23, 2005 - Getty Realty Corp. (NYSE: GTY) announced today that it has entered into a definitive Real Estate Purchase Agreement to acquire 23 convenience store and motor fuel properties located in Virginia. The aggregate consideration to be paid by Getty in this transaction is approximately $29 million. The closing is expected to be completed by the end of the first quarter 2005. Getty also announced today that it has entered into an agreement to triple net lease all 23 of the properties to a leading convenience store operator with a network of more than 200 company operated convenience stores and independent dealers in the Mid Atlantic States and New England, effective upon the closing of the acquisition. The triple net lease has an initial term of 15 years and provides 3 renewal terms of 5 years each. Getty estimates that the acquisition and triple net lease transaction will be accretive to its earnings on an annualized basis in the amount of approximately $0.03 per share of common stock. Mr. Leo Liebowitz, Getty's Chairman and CEO, said "We are pleased to be adding these quality properties to our portfolio and to expanding our relationship with a leader in the convenience store industry. This acquisition and net lease transaction is consistent with our continuing focus on profitable growth through acquisitions of quality properties throughout the United States." Getty Realty Corp. is the largest publicly-traded real estate investment trust in the United States specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. The Company owns and leases over 1,000 properties in the Eastern United States. Contact: Kevin Shea (516) 478-5480 CERTAIN STATEMENTS IN THIS NEWS RELEASE MAY CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN THE WORDS "BELIEVES", "EXPECTS", "PLANS", "PROJECTS", "ESTIMATES" AND SIMILAR EXPRESSIONS ARE USED IN THIS RELEASE, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS (INCLUDING THE RISKS THAT ARE DESCRIBED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION), UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. GETTY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR THE OCCURRENCE OF UNANTICIPATED EVENTS. -----END PRIVACY-ENHANCED MESSAGE-----