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, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number 1-8059
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
GETTY PETROLEUM 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 PETROLEUM CORP.
125 Jericho Turnpike
Jericho, New York 11753
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, 1993 and 1992
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1993
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1993
Schedule of Reportable Transactions for the year
ended December 31, 1993
2. Exhibits: None
-2-
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 PETROLEUM CORP.
RETIREMENT AND
PROFIT SHARING PLAN
Dated: June 23, 1994
By: Getty Petroleum Corp.
Retirement Plan Committee
Plan Administrator
By: _________________________
Leo Liebowitz
By: _________________________
Milton Safenowitz
By: _________________________
Stephen P. Salzman
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GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1993 and 1992
and for the year ended December 31, 1993
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, 1993 and 1992 4
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1993 5
Notes to Financial Statements 6 - 8
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1993 *
Schedule G (Form 5500), Part V - Schedule of Reportable
Transactions for the year
ended December 31, 1993 *
*Refer to Schedule G of Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 1993 which material
is incorporated herein by reference.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Committee of the Getty Petroleum
Corp. Retirement and Profit Sharing Plan:
We have audited the financial statements of the GETTY PETROLEUM
CORP. RETIREMENT AND PROFIT SHARING PLAN (the "Plan"), as listed in
the accompanying index. 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, 1993 and 1992, and the changes in net
assets available for Plan benefits for the year ended December 31,
1993 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
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Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules 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.
Melville, New York
June 13, 1994.
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GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
-------------------------------------------------- --------------------------------------------------
Fund A Fund B Fund C Total Fund A Fund B Fund C Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair
value (Note 3) $13,366,908 $1,200,452 $1,672,495 $16,239,855 $11,634,514 $1,043,644 $1,105,067 $13,783,225
Receivables:
Employer contributions 165,593 17,994 15,351 198,938 175,135 18,296 10,182 203,613
Employee contributions 75,117 7,542 5,230 87,889 69,757 6,618 5,726 82,101
----------- ---------- ---------- ----------- ----------- ---------- ---------- -----------
240,710 25,536 20,581 286,827 244,892 24,914 15,908 285,714
Cash - - 5,819 5,819 - - 2,883 2,883
----------- ---------- ---------- ----------- ----------- ---------- ---------- -----------
Total assets 13,607,618 1,225,988 1,698,895 16,532,501 11,879,406 1,068,558 1,123,858 14,071,822
Liabilities:
Accrued
liabilities 97,511 - - 97,511 185,943 - - 185,943
----------- ---------- ----------- ----------- ----------- ----------- ---------- -----------
Net assets available
for plan benefits $13,510,107 $1,225,988 $1,698,895 $16,434,990 $11,693,463 $1,068,558 $1,123,858 $13,885,879
=========== ========== ========== =========== =========== ========== ========== ============
<FN>
See accompanying notes.
</TABLE>
-4-
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Fund A Fund B Fund C Total
-------------------------------------------------
<S> <C> <C> <C> <C>
Contributions:
Employer $485,455 $52,812 $40,665 $578,932
Employee 892,111 100,127 76,931 1,069,169
----------- ------- ------- ---------
1,377,566 152,939 117,596 1,648,101
----------- ------- ------- ---------
Investment income:
Interest and dividend income 984,739 30,585 132 1,015,456
Net appreciation of investments - 72,004 450,918 522,922
----------- --------- --------- -----------
984,739 102,589 451,050 1,538,378
----------- --------- --------- -----------
Transfers from (to) other funds 91,707 (98,098) 6,391 -
----------- --------- --------- -----------
Withdrawals (637,368) - - (637,368)
----------- --------- --------- -----------
Net additions 1,816,644 157,430 575,037 2,549,111
Net assets available for plan
benefits as of January 1, 1993 11,693,463 1,068,558 1,123,858 13,885,879
----------- --------- --------- -----------
Net assets available for plan
benefits as of December 31, 1993 $13,510,107 $1,225,988 $1,698,895 $16,434,990
=========== ========== ========== ===========
<FN>
See accompanying notes.
</TABLE>
-5-
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements
1. Description of Plan
The following brief description of the Getty Petroleum 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 Petroleum Corp. (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. 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 may be invested in three available
investment funds allocated in multiples of 25% at the election of the
employee. Fund A is a Fixed Income Investment Fund, which consists
primarily of fixed income obligations of Massachusetts Mutual Life
Insurance Company ("Massachusetts Mutual") and, accordingly, is
subject to their credit worthiness. Fund B is a Diversified
Investment Fund, which consists primarily of capital stock of issuers
other than those of the Company or an affiliated company. Fund C is
an Employer Common Stock Fund, which is a fund consisting entirely of
common stock of the Company.
Funds A and B are administered by Massachusetts Mutual under a
group annuity contract in effect since August 1985. Under Fund A,
Massachusetts Mutual maintains the contributions and related
accumulated investment earnings in an unallocated fund which earns
interest at a minimum guaranteed rate which is revised at the
beginning of each contract year (8.22% and 8.76% average interest
rates for the years ended December 31, 1993 and December 31, 1992,
respectively). Under Fund B, 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 is
administered by the Company.
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GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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
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 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.
The investments in the Fixed Income Investment Fund and the
Diversified Investment Fund are stated at current fair values as
reported by Massachusetts Mutual. 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 its 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.
-7-
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
The following summarizes the Plan's investments as of December
31, 1993 and 1992:
December 31, 1993 December 31, 1992
--------------------------- ------------------------
Historical Historical
Fair Value Cost Fair Value Cost
- ------------------------------------------------------------------------------
Fund A:
Fixed Income Investment
Fund (*) $13,366,908 $13,366,908 $11,634,514 $11,634,514
Fund B:
Diversified Investment
Fund (*) 1,200,452 867,794 1,043,644 782,990
Fund C:
Getty Petroleum Corp.,
Common Stock,
$.10 par value (**) 1,672,495 1,726,250 1,105,067 1,638,013
----------- ----------- ----------- -----------
$16,239,855 $15,960,952 $13,783,225 $14,055,517
=========== =========== =========== ===========
(*) Fair value determined by Massachusetts Mutual.
(**) The market value of the Company's common stock was $14.875 per share
and $10.625 per share as of December 31, 1993 and 1992, respectively.
As of June 13, 1994, the market value of the Company's common stock
was $14.375 per share.
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
In 1993, the Internal Revenue Service informed the Company that the
Plan was a qualified plan under Section 401(a) of the Internal Revenue
Code.
-8-
SUPPLEMENTAL SCHEDULES
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
1993 FORM 5500
SCHEDULE G - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1993
<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>
1 MASSACHUSETTS MUTUAL LIFE FIXED INCOME INVESTMENT
INSURANCE COMPANY FUND $13,366,908 $13,366,908
2 MASSACHUSETTS MUTUAL LIFE DIVERSIFIED INVESTMENT
INSURANCE COMPANY FUND $867,794 $1,200,452
3 GETTY PETROLEUM CORP. COMMON STOCK,
$.10 PAR VALUE $1,726,250 $1,672,495
</TABLE>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
1993 FORM 5500
SCHEDULE G - PART V - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
<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
MUTUAL LIFE TRANSFERS INTO THE $1,601,952 $1,601,952
INSURANCE COMPANY FIXED INCOME
INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $854,377 $854,377 $854,377
INSURANCE COMPANY THE FIXED INCOME
INVESTMENT FUND
</TABLE>
