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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Getty Realty Holding Corp.
(Name to be changed to Getty Realty Corp.)
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 11-3412575
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
125 Jericho Turnpike
Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the 12(g) of the Exchange Act
Exchange Act and is and is effective pursuant to
effective pursuant to General Instruction A.(d),
General Instruction A.(c), please check the following box./ /
please check the following box./x/
Securities Act registration statement file number to which this form relates:
333-44065 (If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on which
to be so Registered Each class is to be Registered
Common Stock, $.01 Par Value New York Stock Exchange, Inc.
- ---------------------------- -----------------------------
Series A Participating
Convertible Redeemable Preferred
Stock, $.01 Par Value New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
The information under the caption "Description of Holdings Capital
Stock" in the Joint Proxy Statement/Prospectus dated January 12, 1998, which is
part of the Registration Statement on Form S-4 (No. 333-44065), filed with
under the Securities Act of 1933, as amended, is incorporated herein by
reference.
Item 2. Exhibits
Exhibit
Number Description
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3.1 Articles of Incorporation of Getty Realty Holding Corp.,
incorporated by reference to Appendix D to the Joint Proxy
Statement/Prospectus dated January 12, 1998, which is part of the
Registration Statement on Form S-4 (No. 333-44065) filed with
the Securities and Exchange Commission by the Registrant (the
"Joint Proxy Statement/Prospectus").
3.2 Articles Supplementary of Getty Realty Holding Corp.,
incorporated by reference to Appendix E to the Joint Proxy
Statement/Prospectus.
3.3 Bylaws of Getty Realty Holding Corp., incorporated by
reference to Appendix F to the Joint Proxy Statement/Prospectus.
3.4 Specimen Common Stock Certificate.
3.5 Specimen Series A Participating Convertible Redeemable Preferred
Stock Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Getty Realty Holding Corp.
Dated: January 13, 1998 By: /s/ John J. Fitteron
-----------------------------------
John J. Fitteron
Senior Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Articles of Incorporation of Getty Realty Holding Corp.,
incorporated by reference to Appendix D to the Joint Proxy
Statement/Prospectus dated January 12, 1998, which is part of
the Registration Statement on Form S-4 (No. 333-44065) filed
with the Securities and Exchange Commission by the Registrant (the
"Joint Proxy Statement/Prospectus").
3.2 Articles Supplementary of Getty Realty Holding Corp.,
incorporated by reference to Appendix E to the Joint Proxy
Statement/Prospectus.
3.3 Bylaws of Getty Realty Holding Corp., incorporated by
reference to Appendix F to the Joint Proxy Statement/Prospectus.
3.4 Specimen Common Stock Certificate.
3.5 Specimen Series A Participating Convertible Redeemable
Preferred Stock Certificate.
<PAGE> 1
EXHIBIT 3.4
COMMON STOCK COMMON STOCK
NUMBER SHARES
GRC
[GETTY LOGO]
[GETTY LOGO] SEE REVERSE FOR
CERTAIN
DEFINITIONS
GETTY REALTY CORP.
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT SPECIMEN CUSIP 374297 10 9
is the owner of
fully paid and nonassessable shares of Common Stock, $.01 par value per
share, of Getty Realty Corp. (the "Corporation") transferable on the books of
the Corporation by the holder hereof in person or by its duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the charter of the Corporation (the
"Charter") and the Bylaws of the Corporation and any amendments thereto. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
In Witness Whereof, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.
Dated
/s/ Leo Liebowitz Countersigned and Registered:
- ---------------------
President Transfer Agent
[SEAL] and Registrar
/s/ Randi Young Filip By:
- ---------------------
Secretary Authorized Signature
<PAGE> 2
IMPORTANT NOTICE
----------------
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the information required by Section 2-211(b) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
stock of each class which the Corporation has authority to issue and, [if the
Corporation is authorized to issue any preferred or special class in series,]
(i) the differences in the relative rights and preferences between the shares
of each series to the extent set, and (ii) the authority of the Board of
Directors to set such rights and preferences of subsequent series. The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the charter of the Corporation (the
"Charter"), a copy of which will be sent without charge to each stockholder
who so requests. Such request must be made to the Secretary of the Corporation
at its principal office or to the Transfer Agent.
---------------------------
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
---------------------------
The following abbreviations, when used in the description on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT CUSTODIAN
TEN ENT - as tenants by the entireties ---------------- --------------
JT TEN - as joint tenants with (Custodian) (Minor)
right of survivorship under Uniform Gifts to Minors Act of
and not as tenants in
common ------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
----------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
( ) shares of Common Stock of the Corporation represented by this Certificate
- -------------------------------- -----------------
and do hereby irrevocably consitute and appoint attorney to transfer the said shares of
---------------------------------------
Common Stock on the books of the Corporation, with full power of substitution in the premises.
Dated
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NOTICE: The Signature To This Assignment Must Correspond
With The Name As Written Upon The Face Of The Certificate
In Every Particular, Without Alteration Or Enlargement
Or Any Change Whatever.
</TABLE>
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EXHIBIT 3.5
SERIES A PARTICIPATING CONVERTIBLE SERIES A PARTICIPATING CONVERTIBLE
REDEEMABLE PREFERRED STOCK REDEEMABLE PREFERRED STOCK
NUMBER SHARES
GRP
[GETTY LOGO] [GETTY LOGO]
SEE REVERSE FOR
CERTAIN
DEFINITIONS
GETTY REALTY CORP.
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT SPECIMEN CUSIP 374297 20 8
is the owner of
fully paid and nonassessable shares of Series A Participating
Convertible Redeemable Preferred Stock, $.01 par value per share, of Getty
Realty Corp. (the "Corporation") transferable on the books of the Corporation
by the holder hereof in person or by its duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the charter of the Corporation (the "Charter") and the Bylaws of
the Corporation and any amendments thereto. This Certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.
Dated
/S/ Leo Liebowitz Countersigned and Registered:
- ---------------------
President By: Transfer Agent
[SEAL] and Registrar
/s/ Randi Young Filip
- --------------------- Authorized Signature
Secretary
<PAGE> 2
IMPORTANT NOTICE
----------------
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the information required by Section 2-211(b) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
stock of each class which the Corporation has authority to issue and, [if the
Corporation is authorized to issue any preferred or special class in series,]
(i) the differences in the relative rights and preferences between the shares
of each series to the extent set, and (ii) the authority of the Board of
Directors to set such rights and preferences of subsequent series. The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the charter of the Corporation (the
"Charter"), a copy of which will be sent without charge to each stockholder
who so requests. Such request must be made to the Secretary of the Corporation
at its principal office or to the Transfer Agent.
---------------------------
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
---------------------------
The following abbreviations, when used in the description on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT CUSTODIAN
TEN ENT - as tenants by the entireties ---------------- --------------
JT TEN - as joint tenants with (Custodian) (Minor)
right of survivorship under Uniform Gifts to Minors Act of
and not as tenants in
common ------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
----------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
( ) shares of Series A Participating Convertible Redeemable Preferred Stock of
- -------------------------------- -----------------
the Corporation represented by this Certificate and do hereby irrevocably constitute and appoint
-----------------------------------
attorney to transfer the said shares of Series A Participating Convertible Redeemable Preferred Stock on the books of the
Corporation, with full power of substitution in the premises.
Dated
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NOTICE: The Signature To This Assignment Must Correspond
With The Name As Written Upon The Face Of The Certificate
In Every Particular, Without Alteration Or Enlargement
Or Any Change Whatever.
</TABLE>
