<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For quarter ended OCTOBER 31, 2000 Commission file number 001-13777
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GETTY REALTY CORP.
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(Exact name of registrant as specified in its charter)
MARYLAND 11-3412575
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(State or other jurisdiction of (I.R.S. Employer
Identification No.) incorporation or organization)
125 JERICHO TURNPIKE, JERICHO, NEW YORK 11753
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(Address of principal executive offices) (Zip Code)
(516) 338-2600
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(Registrant's telephone number, including area code)
Indicate by check mark whether the 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 the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Registrant had outstanding 12,548,187 shares of Common Stock, par value $.01 per
share, and 2,865,768 shares of Series A Participating Convertible Redeemable
Preferred Stock, par value $.01 per share, as of December 5, 2000.
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<PAGE> 2
GETTY REALTY CORP.
INDEX
<TABLE>
<CAPTION>
Part I. FINANCIAL INFORMATION Page Number
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<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of October 31, 2000 and
January 31, 2000 1
Consolidated Statements of Operations for the three and
nine months ended October 31, 2000 and 1999 2
Consolidated Statements of Cash Flows for the
nine months ended October 31, 2000 and 1999 3
Notes to Consolidated Financial Statements 4 - 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 10
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
<PAGE> 3
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
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October 31, January 31,
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Assets: 2000 2000
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(unaudited)
<S> <C> <C>
Real Estate:
Land $135,375 $136,039
Buildings and improvements 178,370 179,963
---------------- ----------------
313,745 316,002
Less - accumulated depreciation and amortization 80,040 74,502
---------------- ----------------
Real estate, net 233,705 241,500
Cash and equivalents 595 651
Mortgages and accounts receivable, net 5,260 6,024
Recoveries from state underground storage tank funds 10,004 9,883
Prepaid expenses and other assets 3,780 2,694
---------------- ----------------
Total assets $253,344 $260,752
================ ================
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Liabilities and Stockholders' Equity:
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Borrowings under credit lines $26,600 $14,800
Mortgages payable 25,201 29,193
Accounts payable and accrued expenses 10,705 12,440
Environmental remediation costs 22,697 26,424
Deferred income taxes 37,942 36,084
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Total liabilities 123,145 118,941
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Stockholders' equity:
Preferred stock, par value $.01 per share; authorized
20,000,000 shares for issuance in series of which
3,000,000 shares are classified as Series A Participating
Convertible Redeemable Preferred; issued 2,888,798 at
October 31, 2000 and January 31, 2000 72,220 72,220
Common stock, par value $.01 per share; authorized
50,000,000 shares; issued 13,567,335 at October 31, 2000
and January 31, 2000 136 136
Paid-in capital 67,036 67,036
Retained earnings 3,334 3,114
Preferred stock held in treasury, at cost (23,030 shares
at October 31, 2000 and 700 shares at January 31, 2000) (430) (14)
Common stock held in treasury, at cost (1,000,648 shares
at October 31, 2000 and 59,916 shares at January 31, 2000) (12,097) (681)
---------------- ----------------
Total stockholders' equity 130,199 141,811
---------------- ----------------
Total liabilities and stockholders' equity $253,344 $260,752
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</TABLE>
See accompanying notes.
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<PAGE> 4
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
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Three months ended October 31, Nine months ended October 31,
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2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Revenues:
Revenues from rental properties $ 14,580 $ 14,628 $ 44,005 $ 44,054
Other income 326 2,530 1,179 4,921
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14,906 17,158 45,184 48,975
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Rental property expenses 2,913 2,986 9,040 9,085
Environmental expenses 2,261 1,672 6,424 5,851
General and administrative expenses 921 1,536 2,546 4,431
Depreciation and amortization 2,436 2,552 7,442 7,794
Interest expense 978 702 2,758 1,995
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9,509 9,448 28,210 29,156
------------------------------- --------------------------------
Earnings before provision for income taxes 5,397 7,710 16,974 19,819
Provision for income taxes 2,272 3,250 7,137 8,330
------------------------------- --------------------------------
Net earnings 3,125 4,460 9,837 11,489
Preferred stock dividends 1,272 1,282 3,827 3,846
------------------------------- --------------------------------
Net earnings applicable to common stockholders $ 1,853 $ 3,178 $ 6,010 $ 7,643
=============================== ================================
Net earnings per common share:
Basic $ .15 $ .23 $ .47 $ .56
Diluted $ .15 $ .23 $ .47 $ .56
Weighted average common shares outstanding:
Basic 12,643 13,567 12,878 13,567
Diluted 12,644 13,570 12,878 13,569
</TABLE>
See accompanying notes.
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<PAGE> 5
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
October 31,
-----------------------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 9,837 $ 11,489
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 7,442 7,794
Deferred income taxes 1,858 5,563
Gain on dispositions of real estate (578) (3,280)
Changes in assets and liabilities, net of effect of acquisitions and
dispositions:
Mortgages and accounts receivable 764 1,068
Recoveries from state underground storage tank funds (121) 1,120
Prepaid expenses and other assets (1,164) 482
Accounts payable and accrued expenses (1,735) (5,372)
Environmental remediation costs (3,727) (6,180)
Income taxes payable 0 (134)
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Net cash provided by operating activities 12,576 12,550
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Cash flows from investing activities:
Capital expenditures (665) (4,355)
Property acquisitions (155) (9,684)
Proceeds from dispositions of real estate 1,829 6,025
-----------------------------------------
Net cash provided by (used in) investing activities 1,009 (8,014)
-----------------------------------------
Cash flows from financing activities:
Borrowings under credit lines 11,800 8,000
Repayment of mortgages payable (3,992) (4,618)
Cash dividends (9,617) (7,917)
Purchase of common and preferred stock for treasury (11,832) 0
Stock options 0 15
-----------------------------------------
Net cash used in financing activities (13,641) (4,520)
-----------------------------------------
Net increase (decrease) in cash and equivalents (56) 16
Cash and equivalents at beginning of period 651 657
-----------------------------------------
Cash and equivalents at end of period $ 595 $ 673
=========================================
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 3,063 $ 1,994
Income taxes, net 6,458 2,901
</TABLE>
See accompanying notes.
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<PAGE> 6
GETTY REALTY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
The accompanying consolidated financial statements include the accounts of
Getty Realty Corp. and its wholly-owned subsidiaries (the "Company"). The
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles and include amounts that are based on
management's best estimates and judgments. While all available information has
been considered, actual amounts could differ from those estimates. The
consolidated financial statements are unaudited but, in the opinion of
management, reflect all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation. These statements should be read in
conjunction with the consolidated financial statements and related notes which
appear in the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000.
2. Earnings per common share:
Basic earnings per common share is computed by dividing net earnings less
preferred dividends by the weighted average number of common shares outstanding
during the period. Diluted earnings per common share also gives effect to the
potential dilution from the exercise of stock options in the amount of 1,000 and
3,000 shares for the quarters ended October 31, 2000 and 1999, respectively, and
2,000 shares for the nine months ended October 31, 1999.
For the quarters and nine months ended October 31, 2000 and 1999,
conversion of the Series A Participating Convertible Redeemable Preferred stock
into common stock utilizing the if converted method would have been antidilutive
and therefore conversion was not assumed for purposes of computing diluted
earnings per common share.
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<PAGE> 7
3. Stockholders' equity:
A summary of the changes in stockholders' equity for the nine months ended
October 31, 2000 is as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Preferred Common
Stock Held Stock Held
Preferred Common Paid-in Retained in Treasury, in Treasury,
Stock Stock Capital Earnings at Cost at Cost Total
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<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 31, 2000 $72,220 $136 $67,036 $3,114 ($14) ($681) $141,811
Net earnings 9,837 9,837
Cash dividends:
Common -- $.45 per share (5,790) (5,790)
Preferred -- $1.3313 per share (3,827) (3,827)
Purchase of preferred stock
for treasury (416) (416)
Purchase of common stock
for treasury, net (11,416) (11,416)
------------------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 2000 $72,220 $136 $67,036 $3,334 ($430) ($12,097) $130,199
====================================================================================================================================
</TABLE>
4. Subsequent events:
On December 9, 2000, a subsidiary of OAO Lukoil, Russia's largest
vertically integrated oil company, acquired approximately 72% of the outstanding
common stock of Getty Petroleum Marketing Inc. ("Marketing"), the Company's
principal tenant. The subsidiary will acquire the remaining equity of the tenant
during the first calendar quarter of 2001. In connection with that transaction,
we entered into a Consolidated, Amended and Restated Master Lease Agreement (the
"Amended Lease Agreement"), with Marketing, which became effective on December
9, 2000.
The Amended Lease Agreement provides, among other things, for a new
noncancellable initial term of 15 years plus renewal options extending to 2049,
and an immediate rent increase of 4% with annual 2% escalations thereafter. In
addition, the Amended Lease Agreement contains new provisions providing for the
exercise of lease term renewals on an "all or nothing" basis.
Certain financial obligations of Marketing under the Amended Lease
Agreement, for at least the initial three years, are guaranteed by OAO Lukoil
(subject to the receipt of necessary regulatory approvals) and an Austrian
subsidiary of OAO Lukoil.
We have also agreed to provide limited environmental indemnification to
Marketing with respect to terminals and compliance of the properties with local
laws (with our aggregate indemnification liability not to exceed $5.6 million),
as well as certain customary representations about the Amended Lease Agreement
and the properties.
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<PAGE> 8
The provisions of the Amended Lease Agreement, which became effective on
December 9, 2000, may have caused a default under the Amended and Restated Loan
Agreement dated as of October 31, 1995, as amended, between one of our
wholly-owned subsidiaries, Power Test Realty Company Limited Partnership, and
Fleet National Bank (the "Loan Agreement"). In connection therewith, on November
2, 2000, we obtained a waiver of any such default for a period of 90 days. On
December 7, 2000, we were advised by the lenders under the Loan Agreement that
they will not approve the Amended Lease Agreement prior to expiration of such 90
day period on January 31, 2001, and accordingly we would be in default under the
Loan Agreement at that time unless the Lenders agree to an extension of the
waiver. As of December 12, 2000, $21.0 million was outstanding under the Loan
Agreement, which is secured by mortgage liens on up to 265 of our fee owned
properties. We presently intend to refinance the outstanding balance under the
Loan Agreement, although there can be no assurance such refinancing can be
accomplished in a timely manner or on commercially reasonable terms. We have
agreed to indemnify Marketing for any loss with respect to the properties on
which there are mortgage liens as a result of actions taken by the lenders under
the Loan Agreement.
On December 12, 2000, our Board of Directors approved a change in our
fiscal year end to December 31 from January 31. The change will result in an
eleven month accounting period ending December 31, 2000.
On December 13, 2000, the Company announced that John J. Fitteron, Senior
Vice President, Treasurer and Chief Financial Officer, has decided to leave the
Company effective January 31, 2001. Mr. Fitteron will receive severance payments
as contemplated by his existing agreements with the Company. Mr. Fitteron has
agreed to provide future consulting services to the Company.
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<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company is a real estate company specializing in the ownership and
leasing of service stations, convenience stores and petroleum marketing
terminals. The Company leases most of its properties on a long-term net basis to
Getty Petroleum Marketing Inc. ("Marketing"), which was spun-off to the
Company's stockholders on March 21, 1997. On December 9, 2000, a subsidiary of
OAO Lukoil, Russia's largest vertically integrated oil company, acquired
approximately 72% of the outstanding common stock of Marketing and will acquire
the remaining equity of Marketing during the first calendar quarter of 2001. The
Company's financial results are materially dependent upon the ability of
Marketing to meet its lease obligations; however, the Company does not
anticipate that Marketing will have difficulty making all required rental
payments in the foreseeable future.
Results of Operations - Quarter ended October 31, 2000 compared with quarter
ended October 31, 1999
Revenues from rental properties for the quarter ended October 31, 2000
were $14.6 million, which was comparable to the quarter ended October 31, 1999.
Approximately $13.9 million and $14.0 million of these rentals for the quarters
ended October 31, 2000 and 1999, respectively, were from properties leased to
Marketing under master lease agreements.
Other income was $.3 million for the quarter ended October 31, 2000 as
compared with $2.5 million for the quarter ended October 31, 1999. The decrease
in other income was principally due to lower gains on real estate dispositions.
Rental property expenses, which are principally comprised of rent
expense and real estate taxes, were $2.9 million for the quarter ended October
31, 2000, which was comparable to the $3.0 million for the quarter ended October
31, 1999.
Environmental expenses for the quarter ended October 31, 2000 were $2.3
million as compared with $1.7 million for the quarter ended October 31, 1999.
The current quarter included a change in estimated remediation costs of $1.5
million as compared to $1.4 million during the prior year quarter. These charges
are the result of contamination discovered during work performed to meet certain
federal underground storage tank standards and revisions to estimates at other
sites where remediation is ongoing. The current quarter also included a $.7
million charge related to environmental litigation. As of October 31, 2000, we
had accrued $22.7 million as management's best estimate for future environmental
remediation costs and had recorded $10.0 million as management's best estimate
for recoveries from state underground storage tank remediation funds. Such
accruals are reviewed on a regular basis and any revisions thereto are reflected
in our financial statements as they become known.
-7-
<PAGE> 10
General and administrative expenses for the quarter ended October 31,
2000 were $.9 million, a decrease of $.6 million as compared with the quarter
ended October 31, 1999. The decrease was primarily due to $.7 million lower
retrospective insurance charges relating to the spun-off petroleum marketing
business. Included in general and administrative expenses for each of the
quarters ended October 31, 2000 and 1999 are $158,000 of net fees paid to
Marketing for certain administrative and technical services performed under a
services agreement.
Depreciation and amortization was $2.4 million and $2.6 million,
respectively, for the quarters ended October 31, 2000 and 1999. The decrease was
primarily the result of assets becoming fully depreciated and real estate
dispositions.
Interest expense for the three months ended October 31, 2000 was $1.0
million as compared with $.7 million for the quarter ended October 31, 1999. The
increase was principally due to higher average borrowings and higher interest
rates.
Results of Operations - Nine months ended October 31, 2000 compared with nine
months ended October 31, 1999
Revenues from rental properties for the nine months ended October 31,
2000 and 1999 were $44.0 and $44.1 million, respectively. Approximately $42.1
million and $42.2 million of these rentals for the nine months ended October 31,
2000 and 1999, respectively, were from properties leased to Marketing under
master lease agreements.
Other income was $1.2 million for the nine months ended October 31,
2000 as compared with $4.9 million for the nine months ended October 31, 1999.
The nine month period ended October 31, 1999 included the settlement of a
lawsuit resulting in the elimination of a $1.2 million reserve, and $2.7 million
of higher gains on real estate dispositions.
Rental property expenses, which are principally comprised of rent
expense and real estate taxes, were $9.0 million for the nine months ended
October 31, 2000, which was comparable to the $9.1 million for the nine months
ended October 31, 1999.
Environmental expenses were $6.4 million for the nine months ended
October 31, 2000 as compared with $5.9 million for the nine months ended October
31, 1999. The current nine month period included a change in estimated
remediation costs of $5.3 million as compared to $4.4 million during the prior
year nine month period. The higher change in estimate was offset by lower legal
charges and professional fees related to environmental matters during the
current nine month period.
General and administrative expenses were $2.5 million for the nine
months ended October 31, 2000 as compared with $4.4 million for the nine months
ended October 31, 1999. The decrease of $1.9 million was primarily due to $1.1
million lower retrospective insurance charges relating to the spun-off petroleum
marketing business, and $.3 million of lower employee related expenses and $.2
million of lower legal fees. Included in general and administrative expenses for
the nine months ended October 31, 2000 and 1999 are $476,000 and $590,000,
respectively, of net fees paid to Marketing for certain administrative and
technical services performed under a services agreement.
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Depreciation and amortization was $7.4 million for the nine months
ended October 31, 2000, a decrease of $.4 million as compared with the nine
months ended October 31, 1999 due to assets becoming fully depreciated and real
estate dispositions.
Interest expense for the nine months ended October 31, 2000 was $2.8
million as compared with $2.0 million for the nine months ended October 31,
1999. The increase in interest expense was principally due to higher average
borrowings and higher interest rates.
Liquidity and Capital Resources
On December 9, 2000, our Amended Lease Agreement with Marketing, our
largest tenant, became effective. The provisions of the Amended Lease Agreement
may have caused a default under the Amended and Restated Loan Agreement dated as
of October 31, 1995, as amended, between one of our wholly-owned subsidiaries,
Power Test Realty Company Limited Partnership, and Fleet National Bank (the
"Loan Agreement"). In connection therewith, on November 2, 2000, we obtained a
waiver of any such default for a period of 90 days. On December 7, 2000, we were
advised by the lenders under the Loan Agreement that they will not approve the
Amended Lease Agreement prior to the expiration of such 90 day period on January
31, 2001, and accordingly we would be in default under the Loan Agreement at
such time unless the Lenders agree to an extension of the waiver. As of December
12, 2000, $21.0 million was outstanding under the Loan Agreement, which is
secured by mortgage liens on up to 265 of our fee owned properties. We presently
intend to refinance the outstanding balance under the Loan Agreement, although
there can be no assurance such refinancing can be accomplished in a timely
manner or on commercially reasonable terms. We have agreed to indemnify
Marketing for any loss with respect to the properties on which there are
mortgage liens as a result of actions taken by the lenders under the Loan
Agreement.
On December 12, 2000, our Board of Directors approved a change in
our fiscal year end to December 31 from January 31. The change will result in an
eleven month accounting period ending December 31, 2000. The Board of Directors
also indicated that the Company will continue to evaluate the merits of
converting to a Real Estate Investment Trust ("REIT") in 2001.
Our principal sources of liquidity are cash flows from our business and
short-term uncommitted lines of credit with two banks. Management believes that
cash requirements for our business, including capital expenditures, can be met
by cash flows from operations, available cash and equivalents and credit lines.
As of October 31, 2000, we had lines of credit amounting to $35 million, of
which $26.6 million was utilized for short-term borrowings and $2.4 million in
connection with outstanding letters of credit. Borrowings under the lines of
credit are unsecured and bear interest at the prime rate or, at our option,
LIBOR plus 1.0% to 1.1%. The lines of credit are subject to renewal at the
discretion of the banks. Although we expect that the existing sources of
liquidity will be sufficient to meet our expected business requirements, we will
be required to obtain additional sources of capital in the future in order to
refinance the Loan Agreement and in connection with any potential REIT
conversion.
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<PAGE> 12
During the nine months ended October 31, 2000 and 1999, the Company
declared quarterly preferred stock dividends of $.44375 per share and quarterly
common stock dividends of $.15 per share in the year 2000 and $.10 per share in
1999. These dividends aggregated $9.6 million and $7.9 million for the nine
months ended October 31, 2000 and 1999, respectively.
Capital expenditures for the nine months ended October 31, 2000 were
$.7 million, primarily related to the replacement of underground storage tanks
and vapor recovery facilities at gasoline stations. These expenditures and
certain environmental liabilities and obligations continue to be our
responsibility after the spin-off of Marketing in 1997.
In June 2000, the Board of Directors approved the purchase of up to an
aggregate of 300,000 shares of the Company's common and preferred stock. As of
October 31, 2000, we purchased 211,528 shares of common stock and 12,300 shares
of preferred stock at an aggregate cost of $2.6 million. Since the end of the
third quarter, we acquired an additional 18,500 common shares for $.2 million.
Special Factors Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When we use the words "believes", "expects",
"plans", "estimates" and similar expressions, we intend to identify
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance and achievements to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. These factors include, but are not limited to: risks
associated with owning and leasing real estate generally; dependence on
Marketing as a lessee and on rentals from companies engaged in the petroleum
marketing and convenience store businesses; competition for locations and
tenants; risk of tenant non-renewal; the effects of regulation; our need to
refinance the Loan Agreement with Fleet National Bank; and our expectations as
to the cost of completing environmental remediation.
As a result of these and other factors, we may experience material
fluctuations in future operating results on a quarterly or annual basis, which
could materially and adversely affect our business, financial condition,
operating results and stock prices. An investment in our stock involves various
risks, including those mentioned above and elsewhere in this report and those
which are detailed from time to time in filings with the Securities and Exchange
Commission.
You should not place undue reliance on forward-looking statements,
which reflect our view only as of the date hereof. We undertake no obligation to
publicly release revisions to these forward-looking statements that reflect
future events or circumstances or reflect the occurrence of unanticipated
events.
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<PAGE> 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Designation of Exhibit
in this Quarterly Report
on Form 10-Q Description of Exhibit
10.21(a) Consolidated, Amended and Restated Master
Lease, dated November 2, 2000, between
Getty Properties Corp. and Getty
Petroleum Marketing Inc.
10.23(a) Amended and Restated Trademark License
Agreement, dated November 2, 2000,
between Getty Properties Corp. and Getty
Petroleum Marketing Inc.
10.23(b) Trademark License Agreement, dated
November 2, 2000, between Getty TM Corp.
and Getty Petroleum Marketing Inc.
10.30 Environmental Indemnity Agreement dated
November 2, 2000, between Getty
Properties Corp. and Getty Petroleum
Marketing Inc.
27 Financial Data Schedule
(b) Reports filed on Form 8-K:
Registrant filed a Current Report on Form 8-K dated November 2, 2000
reporting under Item 5. Other Events, that the Company's principal
lessee, Getty Petroleum Marketing Inc.("Marketing") had entered into
an Agreement and Plan of Merger with OAO LUKOIL and certain of its
subsidiaries (collectively, "Lukoil"), pursuant to which Lukoil
agreed to acquire all of the outstanding common stock of Marketing at
a price of $5.00 per share; and that on November 2, 2000, the
Company's subsidiaries also entered into a Consolidated, Amended and
Restated Master Lease and related agreements with Marketing, which
became effective upon successful completion of Lukoil's tender offer
on December 9, 2000.
- 11 -
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GETTY REALTY CORP.
------------------
(Registrant)
Dated: December 15, 2000 BY: /s/ John J. Fitteron
---------------------
(Signature)
JOHN J. FITTERON
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: December 15, 2000 BY: /s/ Leo Liebowitz
--------------
(Signature)
LEO LIEBOWITZ
President and Chief Executive
Officer
-12-
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.21(a) Consolidated, Amended and Restated Master
Lease, dated November 2, 2000, between
Getty Properties Corp. and Getty
Petroleum Marketing Inc.
10.23(a) Amended and Restated Trademark License
Agreement, dated November 2, 2000,
between Getty Properties Corp. and Getty
Petroleum Marketing Inc.
10.23(b) Trademark License Agreement, dated
November 2, 2000, between Getty TM Corp.
and Getty Petroleum Marketing Inc.
10.30 Environmental Indemnity Agreement dated
November 2, 2000, between Getty
Properties Corp. and Getty Petroleum
Marketing Inc.
27 Financial Data Schedule
