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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended JANUARY 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 001-13777
GETTY REALTY CORP.
(Exact name of registrant as specified in its charter)
Maryland 11-3412575
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
125 Jericho Turnpike, Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-338-2600
Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $.01 par value New York Stock Exchange
Series A Participating Convertible
Redeemable Preferred Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates (7,929,034
shares of common stock and 1,514,219 shares of preferred stock) of the Company
was $221,035,417 as of April 22, 1998.
The registrant had outstanding 13,564,873 shares of common stock and 2,888,799
shares of preferred stock as of April 22, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
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Document Part of Form 10-K
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Annual Report to Stockholders for the fiscal year
ended January 31, 1998 (the "Annual Report")(pages 9 through 28). II
Definitive Proxy Statement for the 1998 Annual Meeting of Stockholders (the
"Proxy Statement") which will be filed by the registrant on or prior to 120
days following the end of the registrant's fiscal year ended January 31, 1998
pursuant to Regulation 14A. III
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EXHIBIT INDEX
GETTY REALTY CORP.
Annual Report on Form 10-K
for the fiscal year ended January 31, 1998
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Exhibit
No. Description
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1.1 Agreement and Plan of Reorganization Filed as Exhibit 2.1 to registrant's
and Merger, dated as of December 16, Registration Statement on Form S-4,
1997 (the "Merger Agreement") by and filed on January 12, 1998 (File No.
among Getty Realty Corp., Power Test 333-44065), included as Appendix A to
Investors Limited Partnership and CLS the Joint Proxy Statement/Prospectus
General Partnership Corp. that is a part thereof, and incorporated
herein by reference.
3.1 Articles of Incorporation of Getty Realty Filed as Exhibit 3.1 to registrant's
Holding Corp. ("Holdings"), now known as Registration Statement on Form S-4, filed on
Getty Realty Corp., filed December 23, 1997. January 12, 1998 (File No. 333- 44065),
included as Appendix D to the Joint Proxy
Statement/Prospectus that is a part thereof,
and incorporated herein by reference.
3.2 Articles Supplementary to Articles of *
Incorporation of Holdings, filed January
21, 1998.
3.3 By-Laws of Holdings. Filed as Exhibit 3.2 to registrant's
Registration Statement on Form S-4, filed on
January 12, 1998 (File No. 333- 44065),
included as Appendix F to the Joint Proxy
Statement/Prospectus that is a part thereof,
and incorporated herein by reference.
3.4 Articles of Amendment of Holdings, *
changing its name to Getty Realty
Corp., filed January 30, 1998.
4.1 $35,000,000 reducing revolving Loan Filed as Exhibit 4.7 to the Quarterly Report
Agreement between Leemilt's Petroleum, Inc. on Form 10-Q for the quarter ended October
and Bank of New England, N.A. dated as of 31, 1987 (File No. 1- 8059) of Getty
December 7, 1987, and related Guaranty Petroleum Corp., and incorporated herein by
Agreement, dated as of December 7, 1987, by reference.
and between Getty Petroleum Corp. (now known
as Getty
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Properties Corp.) and Bank of New
England, N.A.
4.2 Amended and Restated Loan Agreement between Filed as Exhibit 4.8 to the Annual Report on
Leemilt's Petroleum, Inc. and Fleet Bank of Form 10-K for the fiscal year ended January
Massachusetts, N.A., as successor to Bank of 31, 1996 (File No. 1- 8059) of Getty
New England, N.A., dated as of October 31, Petroleum Corp. and incorporated herein by
1995 (the "Leemilt's Loan"). reference.
4.3 First Amendment to Amended and Restated Loan *
Agreement between Leemilt's Petroleum, Inc.
and Fleet National Bank (formerly known as
Fleet Bank of Massachusetts, N.A.) dated as
of April 18, 1997.
4.4 Second Amendment to Amended and Restated *
Loan Agreement between Leemilt's Petroleum,
Inc. and Fleet National Bank dated as of
January 30, 1998.
4.5 Amended and Restated Loan Agreement between Filed as Exhibit 10.27 to Power Test
Power Test Realty Company Limited Investors Limited Partnership's ("PT
Partnership ("PT Realty") and Fleet Bank of Investors") Annual Report on Form 10- K for
Massachusetts, N.A. dated as of October 31, the fiscal year ended December 31, 1995
1995 (the "PT Realty Loan"). (File No. 0-14557) and incorporated herein
by reference.
4.6 First Amendment to Amended and Restated Loan *
Agreement between PT Realty and Fleet
National Bank dated as of April 18, 1997.
4.7 Second Amendment to Amended and Restated *
Loan Agreement between PT Realty and Fleet
National Bank dated as of
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January 30, 1998.
10.1 Retirement and Profit Sharing Plan (amended Filed as Exhibit 10.2(b) to registrant's
and restated as of September 19, 1996), Annual Report on Form 10-K for the fiscal
adopted by the registrant on December 16, year ended January 31, 1998 (File No.
1997. 1-8059) and incorporated herein by
reference.
10.2 1998 Stock Option Plan, effective as of Filed as Exhibit 10.1 to registrant's
January 30, 1998. Registration Statement on Form S-4, filed on
January 12, 1998 (File No. 333- 44065),
included as Appendix H to the Joint Proxy
Statement/Prospectus that is a part thereof,
and incorporated herein by reference.
10.3 Asset Purchase Agreement among Power Test Filed as Exhibit 2(a) to the Current Report
Corp. (now known as Getty Properties Corp.), on Form 8-K of Power Test Corp., filed
Texaco Inc., Getty Oil Company and Getty February 19, 1985 (File No. 1-8059) and
Refining and Marketing Company, dated as of incorporated herein by reference.
December 21, 1984.
10.4 Trademark License Agreement among Power Test Filed as Exhibit 2(b) to the Current Report
Corp., Texaco Inc., Getty Oil Company and on Form 8-K of Power Test Corp., filed February 19,
Getty Refining and Marketing Company, dated 1985 (File No. 1-8059) and incorporated herein
as of February 1, 1985. by reference.
10.5 Three Party Lease Agreement among Getty *
Realty Corp. (now known as Getty Properties
Corp.), Leemilt's Petroleum, Inc. and Fleet
National Bank dated as of April 18, 1997,
amending and restating the Lease dated
February 1, 1985 between Leemilt's
Petroleum, Inc., as lessor, and Getty
Petroleum Corp. (now known as Getty
Properties Corp.), as lessee.
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10.6 Amendment to Three Party Lease Agreement *
among Getty Properties Corp., Leemilt's
Petroleum, Inc. and Fleet National Bank
dated as of January 30, 1998.
10.7 Amended and Restated Hazardous Waste and Filed as Exhibit 10.17 to the Annual Report
PMPA Indemnification Agreement, dated as of on Form 10-K for the fiscal year ended
October 31, 1995, among Getty Petroleum January 31, 1996 (File No. 1- 8059) of Getty
Corp.(now known as Getty Properties Corp.), Petroleum Corp. and incorporated herein by
Power Test Realty Company Limited reference.
Partnership and Fleet Bank of Massachusetts,
N.A.
10.8 Affirmation and Acknowledgement of Amended *
and Restated Hazardous Waste and PMPA
Indemnification Agreement, between Getty
Realty Corp. and Fleet National Bank dated
as of April 18, 1997.
10.9 Second Affirmation and Acknowledgement of *
Amended and Restated Hazardous Waste and
PMPA Indemnification Agreement between the
registrant and Fleet National Bank, dated as
of January 30, 1998.
10.10 Amended and Restated Guaranty Agreement, *
dated as of October 27, 1995, between Getty
Petroleum Corp. and Fleet Bank of
Massachusetts, N.A. pertaining to the
Leemilt's Loan.
10.11 Affirmation and *
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Acknowledgment of Amended and Restated
Guaranty Agreement between Getty Realty
Corp. and Fleet National Bank, dated as of
April 18, 1997, pertaining to the Leemilt's
Loan.
10.12 Guaranty Agreement between the registrant *
and Fleet National Bank, dated as of January
30, 1998, pertaining to the Leemilt's Loan.
10.13 Guaranty Agreement between the registrant *
and Fleet National Bank, dated as of January
30, 1998, pertaining to the PT Realty Loan.
10.14 Guaranty Agreement between Getty Properties *
Corp. and Fleet National Bank dated as of
January 30, 1998, pertaining to the PT
Realty Loan.
10.15 Form of Indemnification Agreement between *
the registrant and its directors.
10.16 Supplemental Retirement Plan for Executives Filed as Exhibit 10.22 to the Annual Report
of the registrant (then known as Getty on Form 10-K for the fiscal year ended
Petroleum Corp.) and Participating January 31, 1990 (File No. 1- 8059) of Getty
Subsidiaries (adopted by the registrant on Petroleum Corp. and incorporated herein by
December 16, 1997). reference.
10.17 Form of Agreement dated December 9, 1994 Filed as Exhibit 10.23 to the Annual Report
between Getty Petroleum Corp. and its non- on Form 10-K for the fiscal year ended
director officers and certain key employees January 31, 1995 (File No. 1- 8059) of Getty
regarding compensation upon change in Petroleum Corp. and incorporated herein by
control. reference.
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10.18 Form of Agreement dated as of March 7, 1996 Filed as Exhibit 10.27 to the Annual
amending Agreement dated as of December 9, Report on Form 10-K for the fiscal year
1994 between Getty Petroleum Corp. (now ended January 31, 1996 (File No. 1- 8059) of
known as Getty Properties Corp.) and its Getty Petroleum Corp. and incorporated
non-director officers and certain key herein by reference.
employees regarding compensation upon change
in control (See Exhibit 10.17).
10.19 Form of letter from Getty Petroleum Corp. *
dated April 8, 1997, confirming that a
change of control event had occurred
pursuant to the change of control
agreements. (See Exhibits 10.17 and 10.18).
10.20 Form of Agreement dated March 9, 1998, from *
the registrant to certain officers and key
employees, adopting the prior change of
control agreements, as amended, and further
amending those agreements. (See Exhibits
10.17, 10.18 and 10.19).
10.21 Form of Master Lease Agreement dated Filed as Exhibit 10.28 to the Annual Report
February 1, 1997 between Getty Petroleum on Form 10-K for the fiscal year ended
Corp. (now known as Getty Properties Corp.) January 31, 1997 (File No. 1- 8059) of Getty
and Getty Petroleum Marketing Inc. Petroleum Corp. and incorporated herein by
reference.
10.22 Form of Reorganization and Distribution Filed as Exhibit 10.29 to the Annual Report
Agreement between Getty Petroleum Corp. (now on Form 10-K for the fiscal year ended
known as Getty Properties Corp.) and Getty January 31, 1997 (File No. 1-8059) of Getty
Petroleum Marketing Inc. dated as of Petroleum Corp. and incorporated herein by
February 1, 1997. reference.
10.23 Form of Trademark License Filed as Exhibit 10.30 to the Annual
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Agreement between Getty Petroleum Corp. (now Report on Form 10-K for the fiscal year
known as Getty Properties Corp.) and Getty ended January 31, 1997 (File No. 1- 8059) of
Petroleum Marketing Inc. Getty Petroleum Corp. and incorporated
herein by reference.
10.24 Form of Services Agreement dated as of Filed as Exhibit 10.31 to the Annual Report
February 1, 1997 between Getty Petroleum on Form 10-K for the fiscal year ended
Corp. (now known as Getty Properties Corp.) January 31, 1997 (File No. 1- 8059) of Getty
and Getty Petroleum Marketing Inc. Petroleum Corp. and incorporated herein by
reference.
10.25 Form of Tax Sharing Agreement between Getty Filed as Exhibit 10.32 to the Annual Report
Petroleum Corp. (now known as Getty on Form 10-K for the fiscal year ended
Properties Corp.) and Getty Petroleum January 31, 1997 (File No. 1- 8059) of Getty
Marketing Inc. Petroleum Corp. and incorporated herein by
reference.
10.26 Form of Stock Option Reformation Agreement Filed as Exhibit 10.33 to the Annual Report
made and entered into as of March 21, 1997 on Form 10-K for the fiscal year ended
by and between Getty Petroleum Corp. (now January 31, 1997 (File No. 1- 8059) of Getty
known as Getty Properties Corp.) and Getty Petroleum Corp. and incorporated herein by
Petroleum Marketing Inc. reference.
13 Annual Report to Stockholders for the fiscal *
year ended January 31, 1998.
22 Subsidiaries of the registrant. *
24 Consent of Independent Accountants. **
27 Financial Data Schedule. *
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* Previously filed.
** Filed herewith. Replaces and supercedes Exhibit 24 as previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report, as amended, to be
signed on its behalf by the undersigned, thereunto duly authorized.
Getty Realty Corp.
(Registrant)
By /s/ John J. Fitteron
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John J. Fitteron,
Senior Vice President,
Treasurer and Chief Financial
Officer
May 4, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report, as amended, has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
By /s/ Leo Liebowitz By /s/ John J. Fitteron
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Leo Liebowitz, President, John J. Fitteron,
Chief Executive Officer Senior Vice President,
and Director Treasurer and Chief Financial
May 4, 1998 Officer (Principal Financial
and Accounting Officer)
May 4, 1998
By /s/ Milton Cooper By /s/ Philip E. Coviello
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Milton Cooper, Philip E. Coviello,
Director Director
May 4, 1998 May 4, 1998
By /s/ Milton Safenowitz By /s/ Warren G. Wintrub
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Milton Safenowitz, Warren G. Wintrub,
Director Director
May 4, 1998 May 4, 1998
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EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Getty Realty Corp. on Form S-8 (Registration Nos. 333-45249 and 333-45251) of
our reports dated March 12, 1998, on our audits of the consolidated financial
statements and financial statement schedule of Getty Realty Corp. and
Subsidiaries as of January 31, 1998 and 1997 and for each of the three years in
the period ended January 31, 1998 which reports have been included or
incorporated by reference in this Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
New York, New York
March 12, 1998
