<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, 1999
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, 1999 and 1998
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1999
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1999
Schedule of Reportable Transactions for the year
ended December 31, 1999
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 21, 2000
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> 4
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1999 and 1998
and for the year ended December 31, 1999
<PAGE> 5
INDEX TO FINANCIAL STATEMENTS
-----------------------------
PAGE
----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1999 4
Notes to Financial Statements 5 - 10
Supplemental Schedules:
Schedule H (Form 5500), Part IV- 4i - Schedule of Assets Held
for Investment Purposes as
of December 31, 1999 *
Schedule H (Form 5500), Part IV - 4j - Schedule of Reportable
Transactions for the year
ended December 31, 1999 *
*Refer to Schedule H of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1999 which material is incorporated
herein by reference.
1
<PAGE> 6
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, 1999 and 1998, and the changes in net assets available
for benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. 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 auditing standards
generally accepted in the United States 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, 1999 and Schedule of
Reportable Transactions for the year ended December 31, 1999, 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.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
April 19, 2000
2
<PAGE> 7
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
(in thousands)
<TABLE>
<CAPTION>
1999
-----------------------------------------------------------------------------------------------------------
Fixed MassMutual Getty MassMutual Destiny Fidelity T. Rowe Price
------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity Contrafund New Horizons
Fund A Fund B Fund C Fund D Fund E Fund F Fund G Fund H Fund I
------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $10,348 $2,300 $1,038 $ 83 $ 367 $ 458 $ 783 $1,078 $ 324
Employee loans - - - - - - - - -
Contributions
receivable:
Employer 80 18 15 2 6 4 8 9 2
Employee 40 9 6 1 3 3 3 4 2
------- ------ ------ ------ ------ ------ ------ ------ ------
120 27 21 3 9 7 11 13 4
Cash - - 7 - - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------
Net assets available
for plan benefits $10,468 $2,327 $1,066 $ 86 $ 376 $ 465 $ 794 $1,091 $328
======= ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
1999
-----------------------------------------------------
American Century
Ultra
Fund J Loans In-Transit Total
------ ----- ---------- -----
<S> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $ 647 $ - $ - $17,426
Employee loans - 300 - 300
Contributions
receivable:
Employer 7 - - 151
Employee 4 - - 75
------ ----- ----- -------
11 - - 226
Cash - - 5 12
------ ----- ----- -------
Net assets available
for plan benefits $ 658 $ 300 $ 5 $17,964
====== ===== ===== =======
</TABLE>
<TABLE>
<CAPTION>
1998
------------------------------------------------------------------------------------------
Fixed MassMutual Getty MassMutual Destiny Fidelity
-------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity Contrafund
Fund A Fund B Fund C Fund D Fund E Fund F Fund G Fund H
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $9,586 $2,323 $1,219 $ 100 $ 313 $ 363 $ 641 $ 617
Employee loans - - - - - - - -
Contributions
receivable:
Employer 85 20 17 1 5 6 8 6
Employee 38 8 6 1 3 4 4 3
------ ------ ------ ------ ------ ------ ------ -----
123 28 23 2 8 10 12 9
Cash - - 4 - - - - -
------ ------ ------ ------ ------ ------ ------ -----
Net assets available
for plan benefits $9,709 $2,351 $1,246 $ 102 $ 321 $ 373 $ 653 $ 626
====== ====== ====== ====== ====== ====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
1998
---------------------------------------------------------------
T. Rowe Price American Century
New Horizons Ultra
Fund I Fund J Loans In-Transit Total
------ ------ ----- ---------- -----
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $ 239 $ 339 $ - $ - $15,740
Employee loans - - 313 - 313
Contributions
receivable:
Employer 5 5 - - 158
Employee 3 3 - - 73
------ ------ ----- ----- -------
8 8 - - 231
Cash - - - 49 53
------ ------ ----- ----- -------
Net assets available
for plan benefits $ 247 $ 347 $ 313 $ 49 $16,337
====== ====== ===== ===== =======
</TABLE>
See accompanying notes.
3
<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, 1999
(in thousands)
<TABLE>
<CAPTION>
Fixed MassMutual Getty MassMutual Destiny
-----------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive 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 $ 236 $ 54 $ 43 $ 5 $ 20 $ 17 $ 24
Employee 506 113 94 16 41 35 43
------- ------ ------ ------ ------ ------ ------
742 167 137 21 61 52 67
------- ------ ------ ------ ------ ------ ------
Rollovers - - - - - - -
------- ------ ------ ------ ------ ------ ------
Investment income:
Interest and dividend income 665 - 23 - - - -
Net investment gain (loss) from
pooled separate accounts - (66) - 4 35 53 105
Net appreciation (depreciation)
of investments - - (280) - - - -
------- ------ ------ ------ ------ ------ ------
665 (66) (257) 4 35 53 105
------- ------ ------ ------ ------ ------ ------
Transfers from (to) other funds, net (590) (125) (60) (41) (41) (13) (31)
Withdrawals (58) - - - - - -
------- ------ ------ ------ ------ ------ ------
Net additions (reductions) 759 (24) (180) (16) 55 92 141
Net assets available for plan
benefits as of January 1, 1999 9,709 2,351 1,246 102 321 373 653
------- ------ ------ ------ ------ ------ ------
Net assets available for plan
benefits as of December 31, 1999 $10,468 $2,327 $1,066 $ 86 $ 376 $ 465 $ 794
======= ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
American
Fidelity T. Rowe Price Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-transit Total
------ ------ ------ ----- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 24 $ 11 $ 22 $ - $ - $ 456
Employee 54 26 49 - - 977
------ ------ ------ ------ ------ -------
78 37 71 - - 1,433
------ ------ ------ ------ ------ -------
Rollovers 11 - 11 - - 22
------ ------ ------ ------ ------ -------
Investment income:
Interest and dividend income - - - 27 1 716
Net investment gain (loss) from
pooled separate accounts 197 78 180 - - 586
Net appreciation (depreciation)
of investments - - - - - (280)
------ ------ ------ ------ ------ -------
197 78 180 27 1 1,022
------ ------ ------ ------ ------ -------
Transfers from (to) other funds, net 179 (34) 49 (32) 739 -
Withdrawals - - - (8) (784) (850)
------ ------ ------ ------ ------ -------
Net additions (reductions) 465 81 311 (13) (44) 1,627
Net assets available for plan
benefits as of January 1, 1999 626 247 347 313 49 16,337
------ ------ ------ ------ ------ -------
Net assets available for plan
benefits as of December 31, 1999 $1,091 $ 328 $ 658 $ 300 $ 5 $17,964
====== ====== ====== ====== ====== =======
</TABLE>
See accompanying notes.
4
<PAGE> 9
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 contributions to the Plan (limited to a maximum
contribution of $10,000 for 1999) and the Company matches an amount equal to the
lesser of 50% of such employee contributions or 3% of compensation (limited to
$160,000). 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 (6.87% and 6.95% average interest rates for the years ended
December 31, 1999 and 1998, respectively).
Fund B, The Core Equity Fund, holds Class S shares of MassMutual Core
Equity Fund, a MassMutual Institutional Fund, which invests in undervalued
dividend-paying stocks of large well established U.S. companies. Massachusetts
Mutual maintains the contributions and related accumulated investment earnings
in a pooled separate investment account which is not guaranteed
5
<PAGE> 10
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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 ten mutual
funds managed by MassMutual Institutional Funds, Oppenheimer Funds, Inc. and
David L. Babson & Co., 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 S&P 500 indexed equity fund, an intermediate
bond fund, a short-term bond fund and a cash fund. The Oppenheimer funds include
a value and fixed-income bond fund. The David L. Babson fund is a 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 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
6
<PAGE> 11
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 American Century Ultra Fund, a
mutual fund which invests mainly in common stocks of the fastest growing
companies in the market with earnings and revenue growing at accelerating rates,
and those most likely to appreciate in market value. The portfolio emphasizes
mid-sized to large-sized companies. The portfolio for the underlying fund is
managed by American Century Investment Management, Inc. with a focus on growth
over the long term.
As of July 1, 2000, The Schwab S&P 500 Index Fund and The American
Century International Growth Fund will be added to the Plan's available
investments Funds.
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
7
<PAGE> 12
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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, the net investment gain (loss) from pooled separate accounts,
and 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 held by the Getty Common Stock Fund.
Under the terms of the Plan, the Company has elected to pay the
administrative expenses of the Plan.
8
<PAGE> 13
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
-----------
The following summarizes the fair value of the Plan's investments as
of December 31, 1999 and 1998 (in thousands):
1999 1998
---- ----
Fund A:
Fixed Income Investment
Fund (a)(b) $10,348 $ 9,586
Fund B:
Core Equity Fund (a)(b) 2,300 2,323
Fund C:
Getty Petroleum Marketing Inc.
Common Stock,
$.01 par value (c) 411 367
Getty Realty Corp.
Common Stock,
$.01 par value (d) 627 852
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 83 100
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 367 313
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 458 363
Fund G:
Destiny Asset Allocation
Fund - Equity (a) 783 641
Fund H:
Contrafund Fund (a)(b) 1,078 617
Fund I:
New Horizons Fund (a) 324 239
Fund J:
Ultra Fund (a) 647 339
------- -------
$17,426 $15,740
======= =======
9
<PAGE> 14
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 $2.4375 per share
and $2.9375 per share as of December 31, 1999 and 1998, respectively.
(d) The market value of Realty's Common Stock was $11.1875 per share
and $14.625 per share as of December 31, 1999 and 1998, 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, 1999 and 1998, the
benefit claims payable recorded on the Form 5500 for employees who have elected
to withdraw from the Plan was $64,137 and $90,284, respectively.
10
<PAGE> 15
SUPPLEMENTAL SCHEDULES
<PAGE> 16
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
1999 FORM 5500
SCHEDULE H - PART IV - 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
(in thousands)
<TABLE>
<CAPTION>
(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>
1 (*) MASSACHUSETTS MUTUAL LIFE FIXED INCOME INVESTMENT
INSURANCE COMPANY FUND - $10,348
2 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY CORE EQUITY FUND - 2,300
3 (*) GETTY PETROLEUM COMMON STOCK,
MARKETING INC. $.01 PAR VALUE - 411
4 (*) GETTY REALTY CORP. COMMON STOCK,
$.01 PAR VALUE - 627
5 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - CONSERVATIVE - 83
6 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - MODERATE - 367
7 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - AGGRESSIVE - 458
8 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - EQUITY - 783
9 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY FIDELITY CONTRAFUND FUND - 1,078
10 (*) MASSACHUSETTS MUTUAL LIFE T. ROWE PRICE NEW
INSURANCE COMPANY HORIZONS FUND - 324
11 (*) MASSACHUSETTS MUTUAL LIFE AMERICAN CENTURY
INSURANCE COMPANY ULTRA FUND - 647
12 (*) PARTICIPANT LOANS LOANS TO PLAN PARTICIPANTS
WITH MATURITY DATES THROUGH
2011, BEARING INTEREST
FROM 8.25% TO 10.0% AND SECURED
BY THE PARTICIPANT'S VESTED
ACCOUNT BALANCE - 300
</TABLE>
(*) DENOTES PARTY IN INTEREST.
(**) COST INFORMATION OMITTED SINCE PLAN INVESTMENTS ARE PARTICIPANT
DIRECTED.
<PAGE> 17
GETTY PETROLEUM MARKETING INC.
RETIREMENT AND PROFIT SHARING PLAN
1999 FORM 5500
SCHEDULE H - PART IV - 4j - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999
(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>
NONE
</TABLE>
