================================================================================
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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission file number 001-13777
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
GETTY REALTY CORP.
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 REALTY CORP.
125 Jericho Turnpike
Jericho, New York 11753
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<PAGE>
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, 1997 and 1996
Statement of Changes in Net Assets Available for Plan
Benefits for the elevem months ended December 31, 1997
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1997
Schedule of Reportable Transactions for the eleven months
ended December 31, 1997
2. Exhibits: None
-2-
<PAGE>
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 REALTY CORP.
RETIREMENT AND
PROFIT SHARING PLAN
Dated: June 11, 1998
By: Getty Realty Corp.
Retirement Plan Committee
and Plan Administrator
By: /s/ Leo Liebowitz
-----------------
Leo Liebowitz
By: /s/ John J. Fitteron
--------------------
John J. Fitteron
By: /s/ Randy Young Filip
---------------------
Randi Young Filip
-3-
<PAGE>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1997 and 1996
and for the year ended December 31, 1997
<PAGE>
INDEX TO FINANCIAL STATEMENTS
-----------------------------
PAGE
----
Report of Independent Accountants 2 - 3
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996 4
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1997 5
Notes to Financial Statements 6 - 11
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1997 *
Schedule G (Form 5500), Part V - Schedule of Reportable
Transactions for the year
ended December 31, 1997 *
*Refer to Schedule G of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1997 which material is incorporated
herein by reference.
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Committee of the Getty Realty
Corp. Retirement and Profit Sharing Plan:
We have audited the financial statements of the GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN, as listed in the accompanying index on
page 1. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits as
of December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed in
the accompanying index on page 1, 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. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits
2
<PAGE>
and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audit 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.
Coopers & Lybrand L.L.P.
New York, New York
June 11, 1998.
3
<PAGE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997
(in thousands)
1997
-------------------------------------------------------------------------------------
MassMutual Destiny
Fixed MassMutual Getty --------------------------------------------------
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) $6,128 $835 $1,323 $138 $77 $7 $159
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 17 5 4 0 2 0 3
Employee 13 2 1 0 6 0 1
------- ----- ------ ----- ---- ---- ----
30 7 5 0 8 0 4
Cash 0 0 2 0 0 0 0
------- ----- ------ ----- ---- ---- ----
Net assets available
for plan benefits $6,158 $842 $1,330 $138 $85 $7 $163
======= ===== ====== ===== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN (Continued)
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997
(in thousands)
1997
-------------------------------------------------------------------------
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) $37 $17 $14 $0 $0 $8,735
Employee loans 0 0 0 32 0 32
Contributions
receivable:
Employer 2 1 0 0 0 34
Employee 0 0 0 0 0 23
------ ------ ------ ------ ----- ------
2 1 0 0 0 57
Cash 0 0 0 0 4 6
------ ------ ------ ------ ----- ------
Net assets available
for plan benefits $39 $18 $14 $32 $4 $8,830
====== ====== ====== ====== ===== ======
</TABLE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Net Assets Available for Plan Benefits
as of December 31, 1996
(in thousands)
1996
----------------------------------------------------------------------------------------------
MassMutual Destiny
Fixed MassMutual Getty -----------------------------------------------------
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) $15,241 $2,090 $1,872 $208 $465 $216 $340
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 110 20 16 1 6 8 9
Employee 76 10 9 1 4 4 4
------- ------ ------ ---- ---- ---- ----
186 30 25 2 10 12 13
Cash 0 0 15 0 0 0 0
------- ------ ------ ---- ---- ---- ----
Net assets available
for plan benefits $15,427 $2,120 $1,912 $210 $475 $228 $353
======= ====== ====== ==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN (Continued)
Statement of Net Assets Available for Plan Benefits
as of December 31, 1996
(in thousands)
1996
------------------------------------------------------------------------------------
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) $193 $182 $91 $0 $0 $20,898
Employee loans 0 0 0 311 0 311
Contributions
receivable:
Employer 5 4 2 0 0 181
Employee 2 3 2 0 0 115
------ ------ ------ ----- ----- -------
7 7 4 0 0 296
Cash 0 0 0 0 4 19
------ ------ ------ ----- ----- -------
Net assets available
for plan benefits $200 $189 $95 $311 $4 $21,524
====== ====== ====== ====== ===== =======
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997
(in thousands)
MassMutual Destiny
Fixed MassMutual Getty ----------------------------------------------------
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>
Contributions:
Employer $86 $17 $8 $1 $6 $3 $8
Employee 211 33 12 2 18 7 18
------ ------- ------- ------- ------- ------- -------
297 50 20 3 24 10 26
------ ------- ------- ------- ------- ------- -------
Rollovers 2 0 0 0 0 0 0
Investment income:
Interest and dividend income 716 31 10 8 5 0 13
Net appreciation (depreciation)
of investments 0 448 922 12 26 19 44
------ ------- ------- ------- ------- ------- -------
716 479 932 20 31 19 57
------ ------- ------- ------- ------- ------- -------
Transfers from (to) other funds, net 153 171 (48) (34) (296) (27) (13)
Transfers to Getty Petroleum
Marketing Inc. Retirement and
Profit Sharing Plan (Note 6) (8,412) (1,978) (1,486) (61) (149) (223) (260)
Withdrawals (2,025) 0 0 0 0 0 0
------ ------- ------- ------- ------- ------- -------
Net reductions (9,269) (1,278) (582) (72) (390) (221) (190)
Net assets available for plan
benefits as of January 1, 1997 15,427 2,120 1,912 210 475 228 353
------ ------- ------- ------- ------- ------- -------
Net assets available for plan
benefits as of December 31, 1997 $6,158 $842 $1,330 $138 $85 $7 $163
====== ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN (Continued)
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997
(in thousands)
Fidelity T. Rowe Price 20th Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-transit Total
------ ------ ------ ----- ---------- -----
Contributions:
<S> <C> <C> <C> <C> <C> <C>
Employer $6 $2 $1 $0 $0 $138
Employee 9 4 2 0 0 316
------ ------- ------- ------- ------- -------
15 6 3 0 0 454
------ ------- ------- ------- ------- -------
Rollovers 0 0 0 0 0 2
Investment income:
Interest and dividend income 7 0 3 3 3 799
Net appreciation (depreciation)
of investments 10 (6) 5 0 0 1,480
------ ------- ------- ------- ------- -------
17 (6) 8 3 3 2,279
------ ------- ------- ------- ------- -------
Transfers from (to) other funds, net 79 3 16 (1) (3) 0
Transfers to Getty Petroleum
Marketing Inc. Retirement and
Profit Sharing Plan (Note 6) (272) (174) (108) (272) 0 (13,395)
Withdrawals 0 0 0 (9) 0 (2,034)
------ ------- ------- ------- ------- -------
Net reductions (161) (171) (81) (279) 0 (12,694)
Net assets available for plan
benefits as of January 1, 1997 200 189 95 311 4 21,524
------ ------- ------- ------- ------- -------
Net assets available for plan
benefits as of December 31, 1997 $39 $18 $14 $32 $4 $8,830
====== ======= ======= ======= ======= =======
See accompanying notes.
-5-
</TABLE>
<PAGE>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements
1. Description of Plan
-------------------
The following brief description of the Getty Realty Corp. 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.
The Plan is a defined contribution plan covering all employees age
twenty-one and older of Getty Realty Corp., known prior to March 31, 1997 as
Getty Petroleum Corp., and its wholly-owned subsidiaries (the "Company"), who
have completed one year of service, except those covered by a collective
bargaining agreement or other retirement plan sponsored by the Company (see Note
6). The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). In 1987, the Plan was amended to provide for the
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.
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 (7.27% and 7.37% average interest rates for the years ended
December 31, 1997 and 1996, respectively).
Fund B, The Core Equity Fund, holds units in the MassMutual Value
Equity Fund, a MassMutual Institutional Fund, which invests in stocks of large
U.S. companies. Massachusetts Mutual maintains the contributions and related
accumulated investment earnings in a pooled separate investment account which is
not guaranteed 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 and also includes common stock of Getty Petroleum Marketing Inc.
("Marketing") resulting from
6
<PAGE>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
the spin-off of the Company's petroleum marketing business to its stockholders.
Participants that were invested in the Fund on March 21, 1997 were allocated one
share of Marketing common stock for each share of Company common stock then held
in the Fund (see Note 6). The Plan does not provide for the acquisition of
additional shares of Marketing 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 which were
added to the Plan in April 1995. 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 Oppenheimer Funds, Inc.
The MassMutual Institutional funds include an international stock fund, a small
U.S. stock fund, a large 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 capitalization common stocks.
Funds H through J are three funds which were added to the Plan in
October 1996. These funds 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
7
<PAGE>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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, which became effective in April 1995,
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. As of January 1,
1998, 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.
Employees are only permitted to withdraw deferred cash contributions
made to the Plan subsequent to October 1, 1987 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
8
<PAGE>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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.
9
<PAGE>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
The following summarizes the Plan's investments as of December 31,
1997 and 1996 (in thousands):
1997 1996
---- ----
Historical Historical
Fair Value Cost Fair Value Cost
---------- ---- ---------- ----
Fund A:
Fixed Income Investment
Fund (a)(b) $ 6,128 $ 6,128 $15,241 $15,241
Fund B:
Core Equity Fund (a)(b) 835 494 2,090 1,263
Fund C:
Getty Realty Corp.,
Common Stock,
$.10 par value (b)(c) 1,070 586 1,872 1,760
Getty Petroleum Marketing Inc.,
Common Stock,
$.01 par value (d) 253 167 - -
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 138 112 208 191
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 77 65 465 434
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 7 6 216 192
Fund G:
Destiny Asset Allocation
Fund - All Equity (a) 159 130 340 292
Fund H:
Contrafund Fund (a) 37 36 193 185
Fund I:
New Horizons Fund (a) 17 18 182 180
Fund J:
Ultra Fund (a) 14 14 91 94
-- -- ------ -------
$ 8,735 $ 7,756 $20,898 $19,832
======= ======= ======= =======
10
<PAGE>
GETTY REALTY CORP.
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 $22.125 per share
and $16.25 per share as of December 31, 1997 and 1996, respectively
(see Note 6).
(d) The market value of Marketing's common stock was $5.3125 as of
December 31, 1997 (see Note 6).
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 March 18, 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. Spin-off
--------
On March 21, 1997, the Company effected the spin-off of its petroleum
marketing business to its stockholders. The Company retained its real estate
business and the Pennsylvania and Maryland home heating oil business, and leased
most of its properties on a long-term net basis to the distributed company,
which is named Getty Petroleum Marketing Inc.
Stockholders of record of the Company on March 21, 1997 received a
tax-free dividend of one share of Marketing common stock for each share of
common stock of the Company. Accordingly, participants that were invested in
Fund C of the Plan were allocated one share of Marketing common stock for each
share of common stock of the Company held in their account.
Marketing established the Getty Petroleum Marketing Inc. Retirement
and Profit Sharing Plan ("Marketing Plan") to cover all participants who became
employees of Marketing. In connection therewith, $13,395,000 of assets were
transferred from the Plan to the Marketing Plan representing the account
balances of the Company's employees joining Marketing who were participants in
the Plan prior to the spin-off. The Marketing Plan contains the same provisions
as the Plan.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
12
<PAGE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
1997 FORM 5500
SCHEDULE G - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
(in thousands)
(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> <C>
1 (*) MASSACHUSETTS MUTUAL LIFE FIXED INCOME INVESTMENT
INSURANCE COMPANY FUND $6,128 $6,128
2 (*) MASSACHUSETTS MUTUAL LIFE CORE EQUITY FUND
INSURANCE COMPANY 494 835
3 (*) GETTY REALTY CORP. COMMON STOCK,
$.10 PAR VALUE 586 1,070
4 (*) GETTY PETROLEUM COMMON STOCK,
MARKETING INC. $.01 PAR VALUE 167 253
5 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - CONSERVATIVE 112 138
6 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - MODERATE 65 77
7 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - AGGRESSIVE 6 7
8 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - ALL EQUITY 130 159
9 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY FIDELITY CONTRAFUND FUND 36 37
10 (*) MASSACHUSETTS MUTUAL LIFE T. ROWE PRICE NEW
INSURANCE COMPANY HORIZONS FUND 18 17
11 (*) MASSACHUSETTS MUTUAL LIFE TWENTIETH CENTURY
INSURANCE COMPANY ULTRA FUND 14 14
12 (*) PARTICIPANT LOANS LOANS TO PLAN PARTICIPANTS
WITH MATURITY DATES THROUGH
2010, BEARING INTEREST
FROM 9.5 % TO 10.0 % AND SECURED
BY THE PARTICIPANT'S VESTED
ACCOUNT BALANCE - 32
(*) DENOTES PARTY IN INTEREST.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
1997 FORM 5500
SCHEDULE G - PART V - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands)
(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 $2,780 $2,780
INSURANCE COMPANY INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $13,117 $13,117 $13,117
INSURANCE COMPANY THE FIXED INCOME
INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $2,291 $2,291 $2,291
INSURANCE COMPANY THE CORE EQUITY FUND
GETTY PETROLEUM TRANSFER OF 65,860
MARKETING INC. SHARES OF GETTY REALTY $1,120 $1,120 $1,120
RETIREMENT AND CORP COMMON STOCK OUT
PROFIT SHARING PLAN OF THE GETTY COMMON
STOCK FUND
</TABLE>
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