<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, 1998
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
<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, 1998 and 1997
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1998
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1998
Schedule of Reportable Transactions for the year
ended December 31, 1998
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 REALTY CORP.
RETIREMENT AND
PROFIT SHARING PLAN
Dated: June 18, 1999
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/ Randi Young Filip
------------------------
Randi Young Filip
-3-
<PAGE> 4
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1998 and 1997
and for the year ended December 31, 1998
<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, 1998 and 1997 3
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1998 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1998 *
Schedule G (Form 5500), Part V - Schedule of Reportable
Transactions for the year
ended December 31, 1998 *
*Refer to Schedule G of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1998 which material is incorporated
herein by reference.
REPORT OF INDEPENDENT ACCOUNTANTS
<PAGE> 6
To the Participants and Administrator of the Getty Realty
Corp. 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 Realty Corp. Retirement and Profit Sharing Plan (the
"Plan") at December 31, 1998 and 1997, and the changes in net assets available
for benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles. 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 generally accepted auditing
standards 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, 1998 and Schedule of
Reportable Transactions for the year ended December 31, 1998, 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.
PricewaterhouseCoopers L.L.P.
June 18, 1999
<PAGE> 7
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
(in thousands)
<TABLE>
<CAPTION>
1998
-----------------------------------------------------------------------------------------------------
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) $6,325 $1,003 $864 $180 $104 $10 $206
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 39 7 4 1 2 0 4
Employee 3 1 0 0 0 0 1
42 8 4 1 2 0 5
Cash 0 0 3 0 0 0 0
Net assets available
for plan benefits $6,367 $1,011 $871 $181 $106 $10 $211
</TABLE>
<TABLE>
<CAPTION>
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) $46 $23 $32 $- $- $101
Employee loans 0 0 0 41 0 41
Contributions
receivable:
Employer 1 1 1 0 0 3
Employee 0 0 0 0 0 0
1 1 1 0 0 3
Cash 0 0 0 0 213 213
Net assets available
for plan benefits $47 $24 $33 $41 $213 $358
</TABLE>
<TABLE>
<CAPTION>
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>
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 $- $- $68
Employee loans 0 0 0 32 0 32
Contributions
receivable:
Employer 2 1 0 0 0 3
Employee 0 0 0 0 0 0
2 1 0 0 0 3
Cash 0 0 0 0 4 4
Net assets available
for plan benefits $39 $18 $14 $32 $4 $107
</TABLE>
See accompanying notes.
3
<PAGE> 8
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1998
<TABLE>
<CAPTION>
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 $89 $ 16 $ 5 $1 $5 $1 $8
Employee 150 26 4 1 10 2 16
239 42 9 2 15 3 24
Investment income:
Interest and dividend income 420 11 16 3 1 0 3
Net appreciation (depreciation)
of investments 0 132 (482) 14 6 1 7
420 143 (466) 17 7 1 10
Transfers from (to) other funds, net (267) (16) (2) 24 (1) (1) 14
Withdrawals (183) 0 0 0 0 0 0
Net additions (reductions) 209 169 (459) 43 21 3 48
Net assets available for plan
benefits as of January 1, 1998 6,158 842 1,330 138 85 7 163
Net assets available for plan
benefits as of December 31, 1998 $6,367 $1,011 $ 871 $181 $106 $10 $211
</TABLE>
<TABLE>
<CAPTION>
20th Century
Fidelity T. Rowe Price -----------------
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-transit Total
---------- ------------- ------ ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $4 $2 $1 $- $- $ 7
Employee 6 3 1 0 0 10
10 5 2 0 0 17
Investment income:
Interest and dividend income 3 1 3 3 1 11
Net appreciation (depreciation)
of investments 7 (3) 6 0 0 10
10 (2) 9 3 1 21
Transfers from (to) other funds, net (12) 3 8 6 244 249
Withdrawals 0 0 0 0 (36) (36)
Net additions (reductions) 8 6 19 9 209 251
Net assets available for plan
benefits as of January 1, 1998 39 18 14 32 4 107
Net assets available for plan
benefits as of December 31, 1998 $47 $24 $33 $41 $213 $358
</TABLE>
See accompanying notes.
4
<PAGE> 9
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. and its wholly-owned subsidiaries
(the "Company"), 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 (see Note 7). 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.
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 (6.95% and 7.27% average interest rates for the
years ended December 31, 1998 and 1997, 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.
<PAGE> 10
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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. 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
capitalization U.S. stock fund, a large capitalization 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 and large capitalization common stocks.
Fund H, The Contrafund Fund, holds shares of Fidelity Contrafund, a mutual
fund which invests mainly in undervalued common stocks of companies
experiencing improved
<PAGE> 11
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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. 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 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
<PAGE> 12
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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.
3. Investments
<PAGE> 13
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
The following summarizes the Plan's investments as of December 31, 1998
and 1997 (in thousands):
<TABLE>
<CAPTION>
1998 1997
---------------------- -----------------------
Historical Historical
Fair Value Cost Fair Value Cost
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Fund A:
Fixed Income Investment
Fund (a)(b) $6,325 $6,325 $6,128 $6,128
Fund B:
Core Equity Fund (a)(b) 1,003 581 835 494
Fund C:
Getty Realty Corp.,
Common Stock,
$.01 par value (b)(c) 725 611 1,070 586
Getty Petroleum Marketing Inc.,
Common Stock,
$.01 par value (d) 139 167 253 167
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 180 139 138 112
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 104 86 77 65
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 10 10 7 6
Fund G:
Destiny Asset Allocation
Fund - All Equity (a) 206 169 159 130
Fund H:
Contrafund Fund (a) 46 35 37 36
Fund I:
New Horizons Fund (a) 23 22 17 18
Fund J:
</TABLE>
<PAGE> 14
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
<TABLE>
<S> <C> <C> <C> <C>
Ultra Fund (a) 32 26 14 14
------ ------ --- ---
$8,793 $8,171 $8,735 $7,756
====== ====== ====== ======
</TABLE>
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 $14.625 per share and
$22.125 per share as of December 31, 1998 and 1997, respectively.
(d) The market value of Marketing's common stock was $2.9375 per share
and $5.3125 per share as of December 31, 1998 and 1997, 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
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. 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, 1998
and 1997,
<PAGE> 15
the benefit claims payable recorded on the Form 5500 for employees who have
elected to withdraw from the Plan was $211,666 and $-, respectively.
7. Subsequent Event
In December 1998, the Company sold its heating oil and propane business,
Aero Oil Company ("Aero"), to Adams Utility Services Company ("Adams").
Subsequent to the sale, Adams established the Aero Oil Retirement and Profit
Sharing Plan ("Aero Plan"). In April 1999, approximately $3,800,000 of assets
were transferred from the Plan to the Aero Plan representing the account
balances of the Aero employees who were participants in the Plan prior to the
sale.
SUPPLEMENTAL SCHEDULES
<PAGE> 16
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
1998 FORM 5500
SCHEDULE G - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
(in thousands)
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
- --- ------------------------- -------------------------- ------ -------
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, RATE OF INTEREST, CURRENT
BORROWER, COLLATERAL,
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 $6,325 $6,325
2 (*) MASSACHUSETTS MUTUAL LIFE CORE EQUITY FUND
INSURANCE COMPANY 581 1,003
3 (*) GETTY REALTY CORP. COMMON STOCK,
$.01 PAR VALUE 611 725
4 (*) GETTY PETROLEUM COMMON STOCK,
MARKETING INC. $.01 PAR VALUE 167 139
5 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - CONSERVATIVE 139 180
6 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - MODERATE 86 104
7 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - AGGRESSIVE 10 10
8 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - ALL EQUITY 169 206
9 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY FIDELITY CONTRAFUND FUND 35 46
10 (*) MASSACHUSETTS MUTUAL LIFE T. ROWE PRICE NEW
INSURANCE COMPANY HORIZONS FUND 22 23
11 (*) MASSACHUSETTS MUTUAL LIFE TWENTIETH CENTURY
INSURANCE COMPANY ULTRA FUND 26 32
12 (*) PARTICIPANT LOANS LOANS TO PLAN PARTICIPANTS
WITH MATURITY DATES
THROUGH
2013, BEARING INTEREST
FROM 8.75 % TO 10.0 % AND
SECURED
BY THE PARTICIPANT'S
VESTED
ACCOUNT BALANCE - 41
</TABLE>
(*) DENOTES PARTY IN INTEREST.
<PAGE> 17
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
1998 FORM 5500
SCHEDULE G - PART V - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998
(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>
MASSACHUSETTS DEPOSITS AND TRANSFERS
MUTUAL LIFE INTO THE FIXED INCOME $606 $606
INSURANCE COMPANY INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
TRANSFERS
MUTUAL LIFE OUT OF THE FIXED INCOME $828 $828 $828
INSURANCE COMPANY INVESTMENT FUND
</TABLE>
