<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, 1999
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, 1999 and 1998
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1999
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1999
Schedule of Reportable Transactions for the year
ended December 31, 1999
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 21, 2000
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, 1999 and 1998
and for the year ended December 31, 1999
<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, 1999 and 1998 3
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1999 4
Notes to Financial Statements 5 - 10
Supplemental Schedules:
Schedule H (Form 5500), Part IV - 4i - Schedule of Assets Held
for Investment Purposes as
of December 31, 1999 *
Schedule H (Form 5500), Part IV - 4j - Schedule of Reportable
Transactions for the year
ended December 31, 1999 *
*Refer to Schedule H of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1999 which material is incorporated
herein by reference.
1
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
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, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. 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 auditing standards generally
accepted in the United States 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, 1999 and Schedule of
Reportable Transactions for the year ended December 31, 1999, 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
April 19, 2000
2
<PAGE> 7
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
(in thousands)
<TABLE>
<CAPTION>
1999
-----------------------------------------------------------------------------------
MassMutual Destiny
Fixed MassMutual Getty ----------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $2,454 $498 $581 $160 $19 $13 $237
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 1 2 2 0 0 0 2
Employee 1 1 0 0 0 0 1
------ ---- ---- ---- --- --- ----
2 3 2 0 0 0 3
Cash 0 0 5 0 0 0 0
------ ---- ---- ---- --- --- ----
Net assets available
for plan benefits $2,456 $501 $588 $160 $19 $13 $240
====== ==== ==== ==== === === ====
<CAPTION>
1999
-------------------------------------------------------------------------------
Fidelity T. Rowe Price American 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) $68 $33 $64 $ 0 $ 0 $4,127
Employee loans 0 0 0 14 0 14
Contributions
receivable:
Employer 2 1 1 0 0 11
Employee 0 0 0 0 0 3
--- --- --- --- --- ------
2 1 1 0 0 14
Cash 0 0 0 0 7 12
--- --- --- --- --- ------
Net assets available
for plan benefits $70 $34 $65 $14 $ 7 $4,167
=== === === === === ======
<CAPTION>
1998
---------------------------------------------------------------------------------
MassMutual Destiny
Fixed MassMutual Getty --------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive 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
====== ====== ==== ==== ==== === ====
<CAPTION>
1998
----------------------------------------------------------------------------
Fidelity T. Rowe Price American 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 $ 0 $ 0 $8,793
Employee loans 0 0 0 41 0 41
Contributions
receivable:
Employer 1 1 1 0 0 60
Employee 0 0 0 0 0 5
--- --- --- --- ---- ------
1 1 1 0 0 65
Cash 0 0 0 0 213 216
--- --- --- --- ---- ------
Net assets available
for plan benefits $47 $24 $33 $41 $213 $9,115
=== === === === ==== ======
</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, 1999
(in thousands)
<TABLE>
<CAPTION>
MassMutual Destiny
Fixed MassMutual Getty ------------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive 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 $ 7 $ 6 $ 1 $ 0 $ 3 $ 1 $ 5
Employee 18 13 3 1 5 1 13
-------- ------ -------- -------- ------ ------ -------
25 19 4 1 8 2
-------- ------ -------- -------- ------ ------ 18
-------
Investment income:
Interest and dividend income 258 0 20 0 0 0
Net investment gain (loss) from 0
pooled separate accounts 0 (3) 0 6 5 2
Net appreciation (depreciation) 35
of investments 0 0 (180) 0 0 0
-------- ------ -------- -------- ------ ------ 0
258 (3) (160) 6 5 2 35
-------- ------ -------- -------- ------ ------ -------
Transfers from (to) other funds, net (888) (141) (13) 1 (70) 0 21
Transfer to Aero Oil Retirement and
Profit Sharing Plan (Note 7) (3,136) (385) (36) (29) (30) (1) (45)
Withdrawals (170) 0 (78) 0 0 0 0
-------- ------ -------- -------- ------ ------ -------
Net additions (reductions) (3,911) (510) (283) (21) (87) 3 29
Net assets available for plan
benefits as of January 1, 1999 6,367 1,011 871 181 106 10 211
-------- ------ -------- -------- ------ ------ -------
Net assets available for plan
benefits as of December 31, 1999 $2,456 $ 501 $ 588 $ 160 $ 19 $13 $240
======== ====== ======== ======== ====== ====== =======
<CAPTION>
Fidelity T. Rowe Price American Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-transit Total
------ ------ ------ ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 4 $ 1 $ 1 $ 0 $ 0 $ 29
Employee 7 2 1 0 0 64
------ ------ ------ ----- ------ ------
11 3 2 0 0 93
------ ------ ------ ----- ------ ------
Investment income:
Interest and dividend income 0 0 0 1 1 280
Net investment gain (loss) from
pooled separate accounts 17 8 13 0 0 83
Net appreciation (depreciation)
of investments 0 0 0 0 0 (180)
------ ------ ------ ----- ------ ------
17 8 13 1 1 183
------ ------ ------ ----- ------ ------
Transfers from (to) other funds, net 18 0 70 (2) 1,004 0
Transfer to Aero Oil Retirement and
Profit Sharing Plan (Note 7) (23) (1) (53) (26) 0 (3,765)
Withdrawals 0 0 0 0 (1,211) (1,459)
------ ------ ------ ----- ------ ------
Net additions (reductions) 23 10 32 (27) (206) (4,948)
Net assets available for plan
benefits as of January 1, 1999 47 24 33 41 213 9,115
------ ------ ------ ----- ------ ------
Net assets available for plan
benefits as of December 31, 1999 $70 $ 34 $ 65 $ 14 $ 7 $4,167
====== ====== ====== ===== ====== ======
</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 contributions to the Plan (limited to a maximum
contribution of $10,000 for 1999) and the Company matches an amount equal to the
lesser of 50% of such employee contributions or 3% of compensation (limited to
$160,000). 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 (6.85% and 6.95% average interest rates for the years ended
December 31, 1999 and 1998, respectively).
Fund B, The Core Equity Fund, holds Class S shares of MassMutual Core
Equity Fund, a MassMutual Institutional Fund, which invests in undervalued
dividend-paying stocks of large well established 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.
5
<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 March 21, 1997 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. Each of the
Destiny Funds, namely, Conservative, Moderate, Aggressive, and 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 ten mutual
funds managed by MassMutual Institutional Funds, Oppenheimer Funds, Inc. and
David L. Babson & Co., 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 S&P 500 indexed equity fund, an intermediate
bond fund, a short-term bond fund and a cash fund. The Oppenheimer funds include
a value and fixed-income bond fund. The David L. Babson fund is a 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 Equity Fund, invests primarily in domestic and foreign common
stocks, including small and large capitalization common stocks.
Funds H through J are three funds which hold units in independently managed
mutual funds. Massachusetts Mutual maintains the contributions and related
accumulated investment
6
<PAGE> 11
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 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 American Century Ultra Fund, a
mutual fund which invests mainly in common stocks of the fastest growing
companies in the market with earnings and revenue growing at accelerating rates,
and those most likely to appreciate in market value. The portfolio emphasizes
mid-sized to large-sized companies. The portfolio for the underlying fund is
managed by American Century Investment Management, Inc. with a focus on growth
over the long term.
As of July 1, 2000, The Schwab S&P Index Fund and The American Century
International Growth Fund will be added to the Plan's available investment
funds.
Under the loan provision, 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
7
<PAGE> 12
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
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 investment gain (loss) from pooled separate accounts, and
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 held by the Getty Common Stock Fund.
Under the terms of the Plan, the Company has elected to pay the
administrative expenses of the Plan.
8
<PAGE> 13
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
The following summarizes the fair value of the Plan's investments as of
December 31, 1999 and 1998 (in thousands):
1999 1998
---- ----
Fund A:
Fixed Income Investment
Fund (a)(b) $2,454 $6,325
Fund B:
Core Equity Fund (a)(b) 498 1,003
Fund C:
Getty Realty Corp.
Common Stock,
$.01 par value (b)(c) 528 725
Getty Petroleum Marketing Inc.
Common Stock,
$.01 par value (d) 53 139
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 160 180
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 19 104
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 13 10
Fund G:
Destiny Asset Allocation
Fund - Equity (a)(b) 237 206
Fund H:
Contrafund Fund (a) 68 46
Fund I:
New Horizons Fund (a) 33 23
Fund J:
Ultra Fund (a) 64 32
------ ------
$4,127 $8,793
====== ======
9
<PAGE> 14
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 $11.1875 per share and
$14.625 per share as of December 31, 1999 and 1998, respectively.
(d) The market value of Marketing's common stock was $2.4375 per share and
$2.9375 per share as of December 31, 1999 and 1998, 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
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. 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, 1999 and 1998, the
benefit claims payable recorded on the Form 5500 for employees who have elected
to withdraw from the Plan was $- and $211,666, respectively.
7. Transfer to Aero Oil Retirement and Profit Sharing Plan
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 $3,765,000 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.
10
<PAGE> 15
SUPPLEMENTAL SCHEDULES
<PAGE> 16
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
1999 FORM 5500
SCHEDULE H - PART IV - 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
(in thousands)
<TABLE>
<CAPTION>
(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 - $2,454
2 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY CORE EQUITY FUND - 498
3 (*) GETTY REALTY CORP. COMMON STOCK,
$.01 PAR VALUE - 528
4 (*) GETTY PETROLEUM COMMON STOCK,
MARKETING INC. $.01 PAR VALUE - 53
5 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - CONSERVATIVE - 160
6 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - MODERATE - 19
7 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - AGGRESSIVE - 13
8 (*) MASSACHUSETTS MUTUAL LIFE DESTINY ASSET ALLOCATION
INSURANCE COMPANY FUND - EQUITY - 237
9 (*) MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY FIDELITY CONTRAFUND FUND - 68
10 (*) MASSACHUSETTS MUTUAL LIFE T. ROWE PRICE NEW
INSURANCE COMPANY HORIZONS FUND - 33
11 (*) MASSACHUSETTS MUTUAL LIFE AMERICAN CENTURY
INSURANCE COMPANY ULTRA FUND - 64
12 (*) PARTICIPANT LOANS LOANS TO PLAN PARTICIPANT
WITH MATURITY DATE OF
JULY 1, 2013, BEARING
INTEREST AT 9.5% AND SECURED
BY THE PARTICIPANT'S VESTED
ACCOUNT BALANCE - 14
(*) DENOTES PARTY IN INTEREST.
(**) COST INFORMATION OMITTED SINCE PLAN INVESTMENTS ARE PARTICIPANT DIRECTED.
</TABLE>
<PAGE> 17
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
1999 FORM 5500
SCHEDULE H - PART IV - 4j - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999
(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>
NONE
</TABLE>
