UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 13, 1996
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GETTY PETROLEUM CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8059 11-2232705
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(Date or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 338-6000
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 7 Pages
Exhibit Index is on Page 4
Item 5. Other Events.
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On March 13, 1996, Getty Petroleum Corp. (the "Company") announced a
potential transaction involving a spin-off of its petroleum marketing
operations to its stockholders. Additional information with respect to the
spin-off transaction is included in the press release issued by the Company
on March 13, 1996, which press release is filed as an exhibit hereto and
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Description
99.1 Press Release dated March 13, 1996 of Getty Petroleum Corp.
2
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 hereunto duly authorized.
GETTY PETROLEUM CORP.
Date: March 13, 1996 By: \s\ Leo Liebowitz
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Leo Liebowitz
President
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EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
99.1 Press Release dated March 13, 1996 of 5
Getty Petroleum Corp.
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EXHIBIT 99.1
RELEASE: IMMEDIATE
GETTY PETROLEUM CORP. ANNOUNCES PROPOSED
SPIN OFF OF MARKETING BUSINESS
JERICHO, NY., March 13, 1996 -- Getty Petroleum Corp. (NYSE-GTY)
announced today that it intends to spin off to its shareholders on a tax-free
basis its petroleum marketing business. The Company would retain its real
estate business and lease substantially all of its properties on a long-term
net basis to the new company, which will be called "Getty Petroleum Marketing
Inc." Getty Petroleum Corp. would change its name to "Getty Realty Corp."
The spin-off is subject to obtaining a favorable tax ruling from the
Internal Revenue Service. The proposed transaction should be completed later
this year. Each shareholder of Getty Petroleum Corp. would receive a pro
rata share of Getty Petroleum Marketing Inc. for each share of Getty
Petroleum Corp., although the exchange ratio has not yet been determined. It
is contemplated that the shares of both companies would be listed on the New
York Stock Exchange.
The assets of the petroleum marketing business to be transferred to
Getty Petroleum Marketing Inc. include the Company's petroleum marketing
equipment, inventory and supply contracts. Getty Realty Corp. would retain
the Company's fee and leased properties, including service stations and
supply terminals, substantially all of which would be leased or subleased to
Getty Petroleum Marketing Inc. Getty Realty Corp. would also retain the
Company's heating oil business located in central Pennsylvania and Maryland.
Most of Getty's officers would become officers of Getty Petroleum
Marketing Inc., which would provide administrative support for Getty Realty
Corp. for an interim period. Getty Petroleum Marketing Inc. intends to create
a leveraged Employee Stock Ownership Plan which would result in approximately
5% of Getty Petroleum Marketing's stock being transferred to its employees
over ten years.
5
Leo Liebowitz, President and Chief Executive Officer of Getty Petroleum
Corp., said the proposed spin-off is in recognition of the fact that the
Company's real estate and marketing businesses are two distinct businesses
with different strategic objectives, growth opportunities and capital
requirements. He said that the separation of the two will better enable each
entity to focus on and take advantage of its growth opportunities, thereby
enhancing overall shareholder value.
Getty Petroleum Corp., one of the nation's largest independent marketers
of gasoline and petroleum products, has operations in a thirteen state area,
Maine through Virginia. The Company is also a marketer of heating oil and is
a wholesale distributor of a variety of petroleum products through its east
coast petroleum storage and distribution network.
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Contact: John J. Fitteron
(516) 338-6000
