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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 30, 1998
GETTY REALTY CORP.
(Exact name of registrant as specified in charter)
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Maryland 001-13777 11-3412575
(State of Organization) (Commission (IRS Employer
File Number) Identification No.)
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125 Jericho Turnpike, Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
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Registrant's Telephone Number, including area code: (516) 338-6000
Getty Realty Holding Corp.
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Getty Realty Corp., a Maryland corporation ("Getty") announced on
January 30, 1998 that stockholders of Getty Realty Corp., a Delaware
corporation ("Old Getty"), and unitholders of Power Test Investors Limited
Partnership, a New York limited partnership ("PTI"), voted on January 30, 1998
to approve the Agreement and Plan of Reorganization and Merger, dated as of
December 16, 1997 (as amended, the "Merger Agreement"), by and among Old Getty,
PTI, Getty, CLS General Partnership Corp., Getty Merger Sub, Inc. and PTI
Merger L.L.C. Getty also announced that the mergers and related transactions
contemplated by the Merger Agreement (the "Mergers") were consummated on
January 30, 1998. Subsequent to the Mergers, Old Getty changed its name to
Getty Properties Corp.
On January 30, 1998, Getty issued a press release announcing the
consummation of the Mergers, which press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Form Financial Information and Exhibits.
7(c) Exhibits.
99.1 Press Release dated January 30, 1998.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
GETTY REALTY CORP.
Date: February 5, 1998 By: /s/ John J. Fitteron
________________________________
John J. Fitteron
Senior Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated
January 30, 1998
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GETTY REALTY CORP. ACQUIRES POWER TEST INVESTORS LIMITED PARTNERSHIP; POWER
TEST INVESTORS MAKES FINAL DISTRIBUTION OF 6.167 CENTS PER UNIT
JERICHO, N.Y., Jan. 30 /PRNewswire/ -- Getty Realty Corp. (NYSE: GTY - news)
and Power Test Investors Limited Partnership (POWNZ) announced today that they
had completed the merger transactions to combine their assets and operations.
The mergers were closed shortly after approval by the stockholders of Getty and
the limited partners of Power Test Investors at meetings earlier today.
As a result of the transaction, Getty acquired 295 fee properties, consisting
of 290 service station and convenience store properties and five terminals,
which were leased by Power Test Investors to Getty. The transaction has a
value of approximately $100 million, including the assumption of Power Test
Investors' debt of approximately $27 million, and increases Getty's net worth
by approximately $72 million.
In connection with the mergers, a new Maryland holding company was created
which has adopted the name Getty Realty Corp. Unitholders of Power Test
Investors will receive 0.44 shares of Series A Participating Convertible
Redeemable Preferred Stock of new Getty Realty Corp. for each partnership unit.
Each share of this new issue of preferred stock is convertible into 1.1312
shares of common stock of Getty Realty Corp. and will pay stated cumulative
dividends of $1.775 per annum, or if greater, the per share dividends paid on
Getty Realty Corp. common stock. Unitholders of Power Test Investors Limited
Partnership will be receiving exchange forms from the exchange agent, Registrar
and Transfer Company, to exchange their limited partnership unit certificates,
or letters evidencing ownership of units, for the new Getty Realty Corp.
preferred stock.
Stockholders of Getty will exchange theirs shares of common stock on a
one-for-one share basis for new Getty Realty Corp. common stock, and will be
receiving exchange forms from the exchange agent for the exchange. The former
Getty Realty Corp. has changed its name to Getty Properties Corp. and is now a
wholly owned subsidiary of Getty Realty Corp.
The common and preferred stock of Getty Realty Corp. will each be listed on the
New York Stock Exchange under the symbols "GTY" and "GTY PrA", respectively,
commencing on February 2, 1998.
Separately, CLS General Partnership Corp., the former general partner of Power
Test Investors, announced a final cash distribution in the amount of 6.167
cents per unit payable on February 18, 1998 to partnership unitholders of
record on January 30, 1998.
Getty Realty Corp. owns and leases approximately 1,100 properties in twelve
Northeastern and Middle Atlantic states. Approximately 1,000 of these
properties, consisting of service stations, convenience stores and petroleum
marketing terminals are leased to Getty Petroleum Marketing Inc. (NYSE: GPM -
news]. Getty Realty Corp. is also a marketer of heating oil in Pennsylvania
and Maryland.
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