<PAGE> 1
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, 1998
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
<PAGE> 2
REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
1. Financial Statements:
Report of Independent Accountants
Statements of Net Assets Available for Plan
Benefits as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1998
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1998
Schedule of Reportable Transactions for the year
ended December 31, 1998
2. Exhibits: None
-2-
<PAGE> 3
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 18, 1999
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
<PAGE> 4
-3-
<PAGE> 5
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1998 and 1997
and for the year ended December 31, 1998
<PAGE> 6
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997 3
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1998 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1998 *
Schedule G (Form 5500), Part V - Schedule of Reportable
Transactions for the year
ended December 31, 1998 *
*Refer to Schedule G of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1998 which material is incorporated
herein by reference.
<PAGE> 7
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Getty Petroleum Marketing Inc. Retirement and Profit Sharing Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Getty Petroleum Marketing Inc. Retirement and Profit Sharing
Plan (the "Plan") at December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998 in conformity with
generally accepted accounting principles. 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 audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule
of Assets Held for Investment Purposes as of December 31, 1998 and Schedule of
Reportable Transactions for the year ended December 31, 1998, 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
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.
PricewaterhouseCoopers L.L.P.
June 18, 1999
<PAGE> 8
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1998
(in thousands)
<TABLE>
<CAPTION>
Fixed MassMutual Getty MassMutual Destiny
Income Core Equity Common Stock Conservative Moderate
Fund A Fund B Fund C Fund D Fund E
------- ----------- ------------ -------------------- --------------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 242 $ 58 $ 42 $ 4 $ 15
Employee 494 116 86 10 35
------ ---------- ----------- -------------------- --------------------
736 174 128 14 50
------ ---------- ----------- -------------------- --------------------
Investment income:
Interest and dividend income 615 27 20 2 3
Net appreciation (depreciation)
of investments 0 307 (724) 5 13
------ ---------- ----------- -------------------- --------------------
615 334 (704) 7 16
------ ---------- ----------- -------------------- --------------------
Transfers from (to) other funds, net (172) (380) (176) 52 89
Withdrawals (352) 0 0 0 0
------ ---------- ----------- -------------------- --------------------
Net additions (reductions) 827 128 (752) 73 155
Net assets available for plan
benefits as of January 1, 1998 8,882 2,223 1,998 29 166
------ ---------- ----------- -------------------- --------------------
Net assets available for plan
benefits as of December 31, 1998 $9,709 $2,351 $1,246 $102 $321
====== ========== =========== ==================== ====================
</TABLE>
<TABLE>
<CAPTION>
Fidelity T. Rowe Price 20th Century
Aggressive All Equity Contrafund New Horizons Ultra
Fund F Fund G Fund H Fund I Fund J Loans In-transit Total
---------- ---------- ---------- ------------- ------------ ----- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 22 $ 22 $ 17 $ 15 $ 15 $ - $ - $ 452
Employee 51 41 34 31 30 0 0 928
--------- ---------- ---------- ------------- ------------ ----- --------- -------
73 63 51 46 45 0 0 1,380
--------- ---------- ---------- ------------- ------------ ----- --------- -------
Investment income:
Interest and dividend income 2 10 45 12 28 28 1 793
Net appreciation (depreciation)
of investments 18 15 92 1 39 0 0 (234)
--------- ---------- ---------- ------------- ------------ ----- --------- -------
20 25 137 13 67 28 1 559
--------- ---------- ---------- ------------- ------------ ----- --------- -------
Transfers from (to) other funds, net (8) 224 58 11 88 (41) 255 0
Withdrawals 0 0 0 0 0 0 (209) (561)
--------- ---------- ---------- ------------- ------------ ----- --------- -------
Net additions (reductions) 85 312 246 70 200 (13) 47 1,378
Net assets available for plan
benefits as of January 1, 1998 288 341 380 177 147 326 2 14,959
--------- ---------- ---------- ------------- ------------ ----- --------- -------
Net assets available for plan
benefits as of December 31, 1998 $373 $653 $626 $247 $347 $313 $ 49 $16,337
========= ========== ========== ============= ============ ===== ========= =======
</TABLE>
See accompanying notes.
4
<PAGE> 9
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
(in thousands)
<TABLE>
<CAPTION>
1998
----------
Fixed MassMutual Getty MassMutual Destiny
------------------
Income Core Equity Common 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) $9,586 $2,323 $1,219 $100 $313 $363 $641
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 85 20 17 1 5 6 8
Employee 38 8 6 1 3 4 4
------ ----------- ------------ ------------ ---------- ---------- ----------
123 28 23 2 8 10 12
Cash 0 0 4 0 0 0 0
------ ----------- ------------ ------------ ---------- ---------- ----------
Net assets available
for plan benefits $9,709 $2,351 $1,246 $102 $321 $373 $653
====== =========== ============ ============ ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
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) $617 $239 $339 $ - $- $15,740
Employee loans 0 0 0 313 0 313
Contributions
receivable:
Employer 6 5 5 0 0 158
Employee 3 3 3 0 0 73
------------------- ---------------- ------------ ------ ------------ -------
9 8 8 0 0 231
Cash 0 0 0 0 49 53
------------------- ---------------- ------------ ------ ------------ -------
Net assets available
for plan benefits $626 $247 $347 $313 $49 $16,337
=================== ================ ============ ====== ============ =======
</TABLE>
<TABLE>
<CAPTION>
1997
----------
Fixed MassMutual Getty MassMutual Destiny
------------------
Income Core Equity Common 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>
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.
3
<PAGE> 10
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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.
The Plan is a defined contribution plan covering all employees age
twenty-one and older who have completed one year of service (six months of
service to be eligible to participate in 401(k) election), except those covered
by a collective bargaining agreement or other retirement plan sponsored by the
Company. 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.
The Plan provides for a participant directed investment program.
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
interest at a minimum guaranteed rate of return which is revised at the
beginning of each contract year (6.95% and 7.25% average interest rates for the
year ended December 31, 1998 and for the eleven months ended December 31, 1997,
respectively).
Fund B, The Core Equity Fund, holds units in the MassMutual Value Equity
Fund, a investment return.
<PAGE> 11
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 capitalization U.S. stock fund, a large
capitalization 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.
Fund G, The All Equity Fund, invests primarily in domestic and foreign
common stocks, including small and large 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
<PAGE> 12
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 deduction. 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. 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.
The in-transit account is a money market fund which is utilized to affect
transfers between Funds and for participant withdrawals.
Employees are only permitted to withdraw deferred cash contributions made
to the Plan 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%
<PAGE> 13
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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.
<PAGE> 14
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
The following summarizes the Plan's investments as of December 31, 1998
and 1997 (in thousands):
<TABLE>
<CAPTION>
1998 1997
------------ -------------
Historical Historical
Fair Value Cost Fair Value Cost
<S> <C> <C> <C> <C>
Fund A:
Fixed Income Investment
Fund (a)(b) $9,586 $9,586 $8,742 $8,742
Fund B:
Core Equity Fund (a)(b) 2,323 1,883 2,192 2,018
Fund C:
Getty Petroleum Marketing Inc.
Common Stock,
$.01 par value (c) 367 617 469 431
Getty Realty Corp.,
Common Stock,
$.01 par value (b)(d) 852 990 1,443 1,109
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 100 91 26 24
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 313 285 160 146
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 363 323 274 254
Fund G:
Destiny Asset Allocation
Fund - All Equity (a) 641 594 330 303
Fund H:
Contrafund Fund (a) 617 455 372 335
Fund I:
</TABLE>
<PAGE> 15
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
<TABLE>
<S> <C> <C> <C> <C>
New Horizons Fund (a) 239 214 169 156
Fund J:
Ultra Fund (a) 339 270 141 135
------- ------- --- ---
$15,740 $15,308 $14,318 $13,653
======== ======== ======= =======
</TABLE>
(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 $2.9375 per share and
$5.3125 per share as of December 31, 1998 and 1997, respectively.
(d) The market value of Realty's Common Stock was $14.625 per share and
$22.125 per share as of December 31, 1998 and 1997, respectively.
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.
6. Reconciliation to Form 5500
In accordance with generally accepted accounting principles, the Plan has
not recorded a liability for amounts allocated to participants who have
withdrawn from the Plan and for which disbursement of those funds has not been
made by year end. The Department of Labor requires the recording of a
liability for benefit claims payable in Form 5500. As of December 31, 1998 and
1997, the benefit claims payable recorded on the Form 5500 for employees who
have elected to withdraw from the Plan was $90,284 and $-, respectively.
<PAGE> 16
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
<PAGE> 17
SUPPLEMENTAL SCHEDULES
<PAGE> 18
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
1998 FORM 5500
SCHEDULE G - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
(in thousands)
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
- --- ------------------------- -------------------------- ------ -------
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, RATE OF INTEREST,
BORROWER, LESSOR, OR COLLATERAL, PAR, OR CURRENT
SIMILAR PARTY MATURITY VALUE COST VALUE
------------------------- -------------------------- ------ -------
<S> <C> <C> <C> <C> <C>
1 (*) MASSACHUSETTS MUTUAL LIFE FIXED INCOME INVESTMENT
INSURANCE COMPANY FUND $9,586 $9,586
2 (*) MASSACHUSETTS MUTUAL LIFE CORE EQUITY FUND
INSURANCE COMPANY 1,883 2,323
3 (*) GETTY PETROLEUM COMMON STOCK,
MARKETING INC. $.01 PAR VALUE 617 367
4 (*) GETTY REALTY CORP. COMMON STOCK,
$.01 PAR VALUE 990 852
5 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - CONSERVATIVE 91 100
6 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - MODERATE 285 313
7 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - AGGRESSIVE 323 363
8 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - ALL EQUITY 594 641
9 (*) MASSACHUSETTS MUTUAL LIFE FIDELITY CONTRAFUND FUND
INSURANCE COMPANY 455 617
10 (*) MASSACHUSETTS MUTUAL LIFE T. ROWE PRICE NEW
INSURANCE COMPANY HORIZONS FUND 214 239
11 (*) MASSACHUSETTS MUTUAL LIFE TWENTIETH CENTURY
INSURANCE COMPANY ULTRA FUND 270 339
12 (*) PARTICIPANT LOANS LOANS TO PLAN PARTICIPANTS
WITH MATURITY DATES
THROUGH 2011, BEARING
INTEREST FROM 8.75 % TO
10.0 % AND SECURED BY THE
PARTICIPANT'S VESTED
ACCOUNT BALANCE -- 313
</TABLE>
(*) DENOTES PARTY IN INTEREST.
<PAGE> 19
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
1998 FORM 5500
SCHEDULE G - PART V - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998
(in thousands)
<TABLE>
<CAPTION>
(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> <C>
MASSACHUSETTS DEPOSITS AND
TRANSFERS
MUTUAL LIFE INTO THE FIXED INCOME $1,680 $1,680
INSURANCE COMPANY INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $1,451 $1,451 $1,451
INSURANCE COMPANY THE FIXED INCOME
INVESTMENT FUND
MASSACHUSETTS DEPOSITS AND
TRANSFERS
MUTUAL LIFE INTO THE CORE EQUITY $ 410 $ 410
INSURANCE COMPANY INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $ 613 $ 613 $ 613
INSURANCE COMPANY THE CORE EQUITY
INVESTMENT FUND
</TABLE>
