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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the plan year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-14990
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
GETTY PETROLEUM MARKETING INC.
125 Jericho Turnpike
Jericho, New York 11753
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<PAGE>
REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
1. Financial Statements:
Report of Independent Accountants
Statement of Net Assets Available for Plan
Benefits as of December 31, 1997
Statement of Changes in Net Assets Available for Plan
Benefits for the eleven months ended December 31,
1997
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1997
Schedule of Reportable Transactions for the eleven
months ended December 31, 1997
2. Exhibits: None
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Plan has duly caused this annual report to be signed on
its behalf by the undersigned, hereunto duly authorized.
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT
SHARING PLAN
Dated: June 11, 1998
By: Getty Petroleum Marketing Inc.
------------------------------
Retirement Plan Committee and
Plan Administrator
By: /s/ Leo Liebowitz
------------------------------
Leo Liebowitz
By: /s/ Michael K. Hantman
------------------------------
Michael K. Hantman
By: /s/ Samuel M. Jones
------------------------------
Samuel M. Jones
-3-
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1997
and for the eleven months ended December 31, 1997
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Accountants 2 - 3
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997 4
Statement of Changes in Net Assets Available for Plan
Benefits for the eleven months ended December 31, 1997 5
Notes to Financial Statements 6 - 12
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1997 *
Schedule G (Form 5500), Part V - Schedule of Reportable
Transactions for the eleven months
ended December 31, 1997 *
*Refer to Schedule G of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1997 which material is incorporated
herein by reference.
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Committee of the Getty Petroleum
Marketing Inc. Retirement and Profit Sharing Plan:
We have audited the financial statements of the GETTY PETROLEUM
MARKETING INC. RETIREMENT AND PROFIT SHARING PLAN, as listed in the accompanying
index on page 1. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits as
of December 31, 1997, and the changes in net assets available for plan benefits
for the eleven months ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed in
the accompanying index on page 1, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of net assets
available for
2
<PAGE>
plan benefits and the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P.
New York, New York
June 11, 1998
3
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997
(in thousands)
Getty MassMutual Destiny
Fixed MassMutual Common ------------------------------------------------------
Income Core Equity Stock Conservative Moderate Aggressive All Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $8,742 $2,192 $1,912 $26 $160 $274 $330
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 84 21 14 2 4 8 7
Employee 56 10 8 1 2 6 4
------ ------ ------ ------ ------ ------ ------
140 31 22 3 6 14 11
Cash 0 0 64 0 0 0 0
------ ------ ------ ------ ------ ------ ------
Net assets available
for plan benefits $8,882 $2,223 $1,998 $29 $166 $288 $341
====== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN (Continued)
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997
(in thousands)
Fidelity T. Rowe Price 20th Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-Transit Total
------ ------ ------ ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $372 $169 $141 $- $- $14,318
Employee loans 0 0 0 326 0 326
Contributions
receivable:
Employer 5 5 4 0 0 154
Employee 3 3 2 0 0 95
------ ------ ------ ----- ------ -------
8 8 6 0 0 249
Cash 0 0 0 0 2 66
------ ------ ------ ----- ------ -------
Net assets available
for plan benefits $380 $177 $147 $326 $2 $14,959
====== ====== ====== ===== ====== =======
</TABLE>
See accompanying notes
4
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the eleven months ended December 31, 1997
(in thousands)
Getty MassMutual Destiny
Fixed MassMutual Common -----------------------------------------------------
Income Core Equity Stock Conservative Moderate Aggressive All Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $215 $47 $31 $4 $11 $21 $16
Employee 458 89 71 9 23 42 30
------ ------ ------ ------ ------ ------ ------
673 136 102 13 34 63 46
------ ------ ------ ------ ------ ------ ------
Investment income:
Interest and dividend income 361 20 4 2 11 21 28
Net appreciation (depreciation)
of investments 0 157 376 3 5 4 5
------ ------ ------ ------ ------ ------ ------
361 177 380 5 16 25 33
------ ------ ------ ------ ------ ------ ------
Transfers from (to) other funds, net 138 (68) 30 (50) (33) (23) 2
Transfers from Getty Realty Corp.
Retirement and Profit Sharing
Plan (Note 1) 8,412 1,978 1,486 61 149 223 260
Withdrawals (702) 0 0 0 0 0 0
------ ------ ------ ------ ------ ------ ------
Net assets available for plan
benefits as of December 31, 1997 $8,882 $2,223 $1,998 $29 $166 $288 $341
====== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN (Continued)
Statement of Changes in Net Assets Available for Plan Benefits
for the eleven months ended December 31, 1997
(in thousands)
Fidelity T. Rowe Price 20th Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-transit Total
------ ------ ------ ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $11 $11 $9 $ - $ - $376
Employee 21 25 17 0 0 785
------ ------ ------ ----- ------ ------
32 36 26 0 0 1,161
------ ------ ------ ----- ------ ------
Investment income:
Interest and dividend income 30 4 28 25 1 535
Net appreciation (depreciation)
of investments 15 19 (14) 0 0 570
------ ------ ------ ----- ------ ------
45 23 14 25 1 1,105
------ ------ ------ ----- ------ ------
Transfers from (to) other funds, net 31 (56) (1) 29 1 0
Transfers from Getty Realty Corp.
Retirement and Profit Sharing
Plan (Note 1) 272 174 108 272 0 13,395
Withdrawals 0 0 0 0 0 (702)
------ ------ ------ ----- ------ ------
Net assets available for plan
benefits as of December 31, 1997 $380 $177 $147 $326 $2 $14,959
====== ====== ====== ===== ====== =======
</TABLE>
See accompanying notes.
5
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements
1. Description of Plan
-------------------
The following brief description of the Getty Petroleum Marketing Inc.
Retirement and Profit Sharing Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan Agreement
for more complete information.
Getty Petroleum Marketing Inc. (the "Company") was formed on October
1, 1996 as a wholly-owned subsidiary of Getty Petroleum Corp., now known as
Getty Realty Corp. ("Realty"). On February 1, 1997, Realty separated its
petroleum marketing business from its real estate business and established the
Plan for the Company's employees who were transferred from Realty. On March 21,
1997, Realty distributed all of the common shares of the Company to the
stockholders of Realty (the "Distribution"). Stockholders of record of Realty
received a tax-free dividend of one share of Marketing common stock for each
share of common stock of Realty.
The Company established the Plan on February 1, 1997 as a defined
contribution plan covering all employees age twenty-one and older who have
completed one year of service, except those covered by a collective bargaining
agreement or other retirement plan sponsored by the Company. Effective after the
Distribution, $13,395,000 of assets were transferred from the Getty Realty Corp.
Retirement and Profit Sharing Plan (the "Realty Plan") to the Plan representing
the account balances of the Marketing employees who were participants in the
Realty Plan prior to the Distribution. The Plan contains the same provisions as
the Realty Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan provides for benefits
available under Section 401(k) of the Internal Revenue Code.
Employees may make voluntary contributions to the Plan in an amount up
to 6% of their compensation and the Company matches an amount equal to 50% of
such employee contributions. Under the Plan, employees may make additional
contributions amounting to 9% of compensation which are not matched by the
Company. The Company may also make a profit sharing contribution to the Plan at
the discretion of the Company's Board of Directors.
Contributions to the Plan, including the employer match, may be
invested in ten available investment funds allocated in multiples of 5% at the
election of the employee as follows:
Fund A, The Fixed Income Investment Fund, consists primarily of fixed
income obligations of Massachusetts Mutual Life Insurance Company
("Massachusetts Mutual") and, accordingly, is subject to its credit worthiness
(Massachusetts Mutual has been rated A++ by A.M. Best Company and Aa1 by Moody's
Investors Service). Massachusetts Mutual maintains the contributions and related
accumulated investment earnings in an unallocated fund which earns
6
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
interest at a minimum guaranteed rate of return which is revised at the
beginning of each contract year (7.25% average interest rate for the eleven
months ended December 31, 1997).
Fund B, The Core Equity Fund, holds units in the MassMutual Value
Equity Fund, a MassMutual Institutional Fund, which invests in stocks of large
U.S. companies. Massachusetts Mutual maintains the contributions and related
accumulated investment earnings in a pooled separate investment account which is
not guaranteed as to either principal or a stated rate of investment return.
Fund C, The Getty Common Stock Fund, consists of common stock of the
Company. The Fund also includes Getty Realty Corp. common stock that was
included in the account balances of Marketing employees that were transferred
from the Realty Plan to the Company's Plan. The Plan does not provide for the
acquisition of additional shares of Realty common stock. The Fund is
administered by the Company and is not guaranteed as to either principal or a
stated rate of investment return.
Funds D through G are four Destiny Asset Allocation Funds. Each of the
Destiny Funds, namely, Conservative, Moderate, Aggressive, and All Equity has
its own investment strategy and risk characteristics. The Destiny Funds are
pooled separate investment accounts and are managed by Massachusetts Mutual. The
investments of each Fund are allocated, within targeted ranges, among a series
of six MassMutual Institutional Funds and two funds managed by OppenheimerFunds,
Inc. The MassMutual Institutional Funds include an international stock fund, a
small U.S. stock fund, a large U.S. stock fund, an intermediate bond fund, a
short-term bond fund and a cash fund. The Oppenheimer funds include a value and
growth fund. The Destiny Funds are not guaranteed as to either principal or a
stated rate of return.
Fund D, The Conservative Fund, is invested primarily in domestic
common stocks, publicly traded bonds and short-term interest bearing investments
with a focus on income and capital preservation.
Fund E, The Moderate Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks, publicly traded
bonds and short-term interest bearing investments with a focus on achieving
growth through a balance of income and capital appreciation.
Fund F, The Aggressive Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks, publicly traded
bonds and short-term interest bearing investments with a focus on capital
appreciation.
7
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Fund G, The All Equity Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks.
Funds H through J are three funds which hold units in independently
managed mutual funds. Massachusetts Mutual maintains the contributions and
related accumulated investment earnings in pooled separate investment accounts
which are not guaranteed as to either principal or a stated rate of investment
return.
Fund H, The Contrafund Fund, holds shares of Fidelity Contrafund, a
mutual fund which invests mainly in undervalued common stocks of companies
experiencing improved fundamentals. The portfolio emphasizes both well-known and
lesser-known companies that are not currently favored by the public, but which
show potential for capital appreciation due to positive changes or turnarounds
that are underway. The portfolio for the underlying fund is managed by Fidelity
Management and Research Company with a focus on growth over the long term.
Fund I, The New Horizons Fund, holds shares of T. Rowe Price New
Horizons Fund, a mutual fund which invests mainly in common stocks of small,
fast growing companies. The portfolio emphasizes young, emerging growth
companies which have the potential to become major companies in the future. The
portfolio for the underlying fund is managed by T. Rowe Price with a focus on
growth over the long term.
Fund J, The Ultra Fund, holds shares of Twentieth Century Ultra
Investors, a mutual fund which takes an aggressive strategy, investing mainly in
common stocks considered to have better-than-average prospects for appreciation.
The portfolio emphasizes small to medium size companies with a current median
capitalization of $2 billion. The portfolio for the underlying fund is managed
by Twentieth Century Investors Research Corporation with a focus on growth over
the long term.
Under the loan provision, employees are permitted to borrow between
$500 and the lesser of $50,000 or 50% of the participant's vested account
balance for personal reasons reflecting important financial needs. The interest
rate charged is fixed at the prime rate in effect at the beginning of the month
the loan is requested plus 1% and repayment is made by payroll deduct ion. The
employee is charged a $75 loan initiation fee for each loan from the Plan. Loans
are required to be repaid over a maximum period of five years, unless the loan
is used to purchase a principal residence, in which case the maximum period is
fifteen years. As of January 1, 1998, loans may be repaid in full before their
maturity date. However, all loans must be repaid upon cessation of employment
and, if not repaid within 90 days, the unpaid balance of principal and interest
is charged against the participant's vested account balance.
8
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Employees are only permitted to withdraw deferred cash contributions
made to the Plan subsequent to October 1, 1987 under the provisions of Section
401(k) of the Internal Revenue Code for "financial hardships", as defined by the
Internal Revenue Code. Employees may withdraw their voluntary contributions,
including the vested portion of employer matching contributions, once per
calendar year, although they will be subject to certain suspension periods with
respect to making future contributions. Employees may withdraw all or part of
their account balances attributable to additional and rollover contributions
without penalty. Rollover contributions cannot be withdrawn unless they have
been in the Plan for a minimum of two years. Profit sharing contributions may
not be withdrawn while the employee is employed by the Company.
Employee contributions (including related accumulated investment
earnings) are 100% vested. Employer contributions (including related accumulated
investment earnings) vest in accordance with the following schedule:
Years of Service Percent Vested
---------------- --------------
2 years 20%
3 years 40
4 years 60
5 years 80
6 or more years 100
Upon termination of employment, the non-vested portion of employer
contributions, if any, will be forfeited by the employee and applied to reduce
the Company's future contributions.
2. Summary of significant accounting policies
------------------------------------------
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles and include estimated amounts.
While all available information has been considered, actual amounts could differ
from those estimates.
The investments in the Fixed Income Investment Fund, the Core Equity
Fund, the Destiny Asset Allocation Funds, the Contrafund Fund, the New Horizons
Fund and the Ultra Fund are stated at current fair value as reported by
Massachusetts Mutual using quoted market prices or good faith estimates if
quoted market prices are not available. The Employer Common Stock Fund is valued
at published market prices.
The Plan presents in the Statement of Changes in Net Assets Available
for Plan Benefits
9
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
the net appreciation (depreciation) in the fair value of investments, which
consists of the realized gains (losses) and the unrealized appreciation
(depreciation) on those investments.
Under the terms of the Plan, the Company has elected to pay the
administrative expenses of the Plan.
3. Investments
The following summarizes the Plan's investments as of December 31,
1997 (in thousands):
Historical
Fair Value Cost
Fund A:
Fixed Income Investment
Fund (a)(b) $ 8,742 $ 8,742
Fund B:
Core Equity Fund (a)(b) 2,192 2,018
Fund C:
Getty Petroleum Marketing Inc.
Common Stock,
$.01 par value (c) 469 431
Getty Realty Corp.,
Common Stock,
$.10 par value (b)(d) 1,443 1,109
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 26 24
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 160 146
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 274 254
Fund G:
Destiny Asset Allocation
Fund - All Equity (a) 330 303
Fund H:
Contrafund Fund (a) 372 335
Fund I:
New Horizons Fund (a) 169 156
Fund J:
Ultra Fund (a) 141 135
--- ---
$14,318 $13,353
======= =======
10
<PAGE>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
(a) Fair value determined by Massachusetts Mutual.
(b) Fund balance represents more than 5% of the Plan's net assets
available for plan benefits.
(c) The market value of the Company's common stock was $5.3125 per share
as of December 31, 1997.
(d) The market value of Realty's Common Stock was $22.125 per share as of
December 31, 1997.
4. Termination Priorities
----------------------
While the Company has not expressed any intent to discontinue its
contributions, the Board of Directors of the Company is free to do so at any
time, subject to the requirements of ERISA. In the event such discontinuance
results in the termination of the Plan, the net assets of the Plan will be
distributed to the participants and beneficiaries of the Plan under the terms of
the Plan.
5. Income Tax Status
-----------------
On September 19, 1997, the Internal Revenue Service informed the
Company that the Plan was a qualified plan under Section 401(a) of the Internal
Revenue Code.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
1997 FORM 5500
SCHEDULE G - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
(in thousands)
(a) (b) (c) (d) (e)
- --- --- --- --- ---
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT
LESSOR, OR SIMILAR PARTY PAR, OR MATURITY VALUE COST VALUE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 (*) MASSACHUSETTS MUTUAL LIFE FIXED INCOME INVESTMENT
INSURANCE COMPANY FUND $8,742 $8,742
2 (*) MASSACHUSETTS MUTUAL LIFE CORE EQUITY FUND
INSURANCE COMPANY 2,018 2,192
3 (*) GETTY REALTY CORP. COMMON STOCK,
$.10 PAR VALUE 431 469
4 (*) GETTY PETROLEUM COMMON STOCK,
MARKETING INC. $.01 PAR VALUE 1,109 1,443
5 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - CONSERVATIVE 24 26
6 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - MODERATE 146 160
7 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - AGGRESSIVE 254 274
8 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - ALL EQUITY 303 330
9 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY FIDELITY CONTRAFUND FUND 335 372
10 (*) MASSACHUSETTS MUTUAL LIFE T. ROWE PRICE NEW
INSURANCE COMPANY HORIZONS FUND 156 169
11 (*) MASSACHUSETTS MUTUAL LIFE TWENTIETH CENTURY
INSURANCE COMPANY ULTRA FUND 135 141
12 (*) PARTICIPANT LOANS LOANS TO PLAN PARTICIPANTS
WITH MATURITY DATES THROUGH
2011, BEARING INTEREST
FROM 9.25 % TO 10.0 % AND SECURED
BY THE PARTICIPANT'S VESTED
ACCOUNT BALANCE - 326
(*) DENOTES PARTY IN INTEREST.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
1997 FORM 5500
SCHEDULE G - PART V - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
--- --- --- --- --- --- --- --- ---
CURRENT
EXPENSE VALUE OF ASSET
IDENTITY OF DESCRIPTION OF PURCHASE SELLING LEASE INCURRED WITH COST OF ON TRANSACTION NET GAIN
PARTY INVOLVED ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE OR (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MASSACHUSETTS DEPOSITS AND TRANSFERS
MUTUAL LIFE INTO THE FIXED INCOME $9,393 $9,393
INSURANCE COMPANY INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $1,678 $1,678 $1,678
INSURANCE COMPANY THE FIXED INCOME
INVESTMENT FUND
MASSACHUSETTS DEPOSITS AND TRANSFERS
MUTUAL LIFE INTO THE CORE EQUITY $2,053 $2,053
INSURANCE COMPANY FUND
GETTY REALTY TRANSFER OF 65,860
CORP. RETIREMENT SHARES OF GETTY REALTY $1,120 $1,120
AND PROFIT SHARING CORP. COMMON STOCK INTO
PLAN THE GETTY COMMON STOCK
FUND
</TABLE>
