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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, 1994
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
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<PAGE>
REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
1. Financial Statements:
Report of Independent Accountants
Statements of Net Assets Available for Plan
Benefits as of December 31, 1994 and 1993
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1994
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as
of December 31, 1994
Schedule of Reportable Transactions for the year
ended December 31, 1994
2. Exhibits: None
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Plan has duly caused this annual report to be
signed on its behalf by the undersigned, hereunto duly authorized.
GETTY PETROLEUM CORP.
RETIREMENT AND
PROFIT SHARING PLAN
Dated: June 26, 1995
By: Getty Petroleum Corp.
Retirement Plan Committee
Plan Administrator
By:________________________________
Leo Liebowitz
By:_______________________________
Milton Safenowitz
By:________________________________
Samuel M. Jones
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<PAGE>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 1994 and 1993
and for the year ended December 31, 1994
<PAGE>
INDEX TO FINANCIAL STATEMENTS
-----------------------------
PAGE
------
Report of Independent Accountants 2 - 3
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1994 and 1993 4
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1994 5
Notes to Financial Statements 6 - 9
Supplemental Schedules:
Schedule G (Form 5500), Part I - Schedule of Assets Held
for Investment Purposes as
of December 31, 1994 *
Schedule G (Form 5500), Part V - Schedule of Reportable
Transactions for the year
ended December 31, 1994 *
*Refer to Schedule G of Form 5500 (Annual Return/Report of Employee Benefit
Plan) for the plan year ended December 31, 1994 which material is
incorporated herein by reference.
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<PAGE>
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 on page 1. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for Plan
benefits as of December 31, 1994 and 1993, and the changes in net assets
available for Plan benefits for the year ended December 31, 1994, 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
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<PAGE>
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund
information in the statements of net assets available for Plan benefits and
the statement of changes in net assets available for Plan benefits is
presented for purposes of additional analysis rather than to present the
net assets available for Plan benefits and changes in net assets available
for Plan benefits of each fund. The supplemental schedules and Fund
information have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
Coopers & Lybrand L.L.P.
New York, New York
June 26, 1995.
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<TABLE>
<CAPTION>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 1994 and 1993
1994 1993
-------------------------------------------------- ---------------------------------------------------
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) $14,994,571 $1,213,918 $1,320,600 $17,529,089 $13,366,908 $1,200,452 $1,672,495 $16,239,855
Receivables:
Employer contributions 118,042 8,195 13,640 139,877 165,593 17,994 15,351 198,938
Employee contributions 77,804 6,793 7,926 92,523 75,117 7,542 5,230 87,889
----------- ---------- ---------- ---------- ----------- ---------- ---------- ----------
195,846 14,988 21,566 232,400 240,710 25,536 20,581 286,827
Cash - - 1,226 1,226 - - 5,819 5,819
----------- ---------- ---------- ---------- ----------- ---------- ---------- ----------
Total assets 15,190,417 1,228,906 1,343,392 17,762,715 13,607,618 1,225,988 1,698,895 16,532,501
Liabilities:
Accrued
liabilities - - - - 97,511 - - 97,511
----------- ---------- ---------- ---------- ----------- ---------- ---------- ----------
Net assets available
for plan benefits $15,190,417 $1,228,906 $1,343,392 $17,762,715 $13,510,107 $1,225,988 $1,698,895 $16,434,990
=========== ========== ========== =========== =========== ========== ========== ===========
<FN>
See accompanying notes.
</TABLE>
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<PAGE>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1994
Fund A Fund B Fund C Total
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Contributions:
Employer $410,300 $44,025 $41,332 $495,657
Employee 918,004 103,052 85,044 1,106,100
----------- ---------- ---------- -----------
1,328,304 147,077 126,376 1,601,757
----------- ---------- ---------- -----------
Investment income:
Interest and dividend
income 1,035,608 37,671 187 1,073,466
Net appreciation
(depreciation)
of investments - 16,791 (350,065) (333,274)
----------- ---------- ---------- -----------
1,035,608 54,462 (349,878) 740,192
----------- ---------- ---------- -----------
Transfers from (to)
other funds 330,622 (198,621) (132,001) -
----------- ---------- ---------- -----------
Withdrawals (1,014,224) - - (1,014,224)
----------- ---------- ---------- -----------
Net additions (reductions) 1,680,310 2,918 (355,503) 1,327,725
Net assets available for
plan benefits as of
January 1, 1994 13,510,107 1,225,988 1,698,895 16,434,990
----------- ---------- ---------- -----------
Net assets available for
plan benefits as of
December 31, 1994 $15,190,417 $1,228,906 $1,343,392 $17,762,715
=========== ========== ========== ===========
See accompanying notes.
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<PAGE>
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 and Note 7 for Plan amendment effective April
1995.
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
its 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
(7.50% and 8.22% average interest rates for the years ended December 31,
1994 and December 31, 1993, 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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<PAGE>
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 contract value and current fair
value, respectively, 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.
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<PAGE>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
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The following summarizes the Plan's investments as of December 31,
1994 and 1993:
December 31, 1994 December 31, 1993
------------------------ -------------------------
Historical Historical
Fair Value Cost Fair Value Cost
- -------------------------------------------------------------------------------
Fund A:
Fixed Income Investment
Fund (*) $14,994,571 $14,994,571 $13,366,908 $13,366,908
Fund B:
Diversified Investment
Fund (*) 1,213,918 864,469 1,200,452 867,794
Fund C:
Getty Petroleum Corp.,
Common Stock,
$.10 par value (**) 1,320,600 1,722,264 1,672,495 1,726,250
----------- ---------- ---------- -----------
$17,529,089 $17,581,304 $16,239,855 $15,960,952
=========== ========== ========== ===========
(*) Fair value determined by Massachusetts Mutual.
(**) The market value of the Company's common stock was $11.625 per share and
$14.875 per share as of December 31, 1994 and 1993, respectively. As of
June 26, 1995, the market value of the Company's common stock was $11.00
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.
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<PAGE>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
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 distributions payable in Form 5500. At December 31, 1994, the
distribution payable and additional withdrawals recorded on the Form 5500
for employees who have elected to withdraw from the Plan was $281,692.
7. Subsequent Event
----------------
In April 1995, the Plan was amended to increase the number of
investment options from three funds to seven funds, allow more flexibility
in the investment percentage allocation among the funds, and allow for
hardship loans against a portion of the employee vested account balance.
Four Destiny Asset Allocation Funds were added to the Plan. Each of
the Destiny Funds, namely, Conservative, Moderate, Aggressive, and All
Equity has its own investment strategy and risk characteristics.
Massachusetts Mutual manages the Destiny Funds by allocating the
investments of each Fund among a series of six MassMutual and Oppenheimer
Management Corporation Funds. The Destiny funds are not guaranteed as to
either principal or a stated rate of return.
Contributions to the Plan may be invested in the seven available
investment funds allocated in multiples of 5% at the election of the
employee. Transfers of fund balances among the funds may be made at any
time, except that purchases and sales of Company stock can be made only
once each month.
Under a loan provision, employees are permitted to borrow between $500
and the lesser of $50,000 or 50% of the participants vested account balance
for personal reasons reflecting important financial needs. The interest
rate charged is the prime rate in effect at the time of the loan plus 1%
and repayment is made by payroll deduction.
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<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
1994 FORM 5500
SCHEDULE G - PART I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AS OF DECEMBER 31, 1994
(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>
1 MASSACHUSETTS MUTUAL LIFE FIXED INCOME INVESTMENT
INSURANCE COMPANY FUND $14,994,571 $14,994,571
2 MASSACHUSETTS MUTUAL LIFE DIVERSIFIED INVESTMENT
INSURANCE COMPANY FUND $864,469 $1,213,918
3 GETTY PETROLEUM CORP. COMMON STOCK,
$.10 PAR VALUE $1,722,264 $1,320,600
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM CORP.
RETIREMENT AND PROFIT SHARING PLAN
1994 FORM 5500
SCHEDULE G - PART V - SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
(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 $1,818,019 $1,818,019
INSURANCE COMPANY FIXED INCOME
INVESTMENT FUND
MASSACHUSETTS DISBURSEMENTS AND
MUTUAL LIFE TRANSFERS OUT OF $1,225,964 $1,225,964 $1,225,964
INSURANCE COMPANY THE FIXED INCOME
INVESTMENT FUND
</TABLE>
