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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
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, 1997
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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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(State of (Commission (IRS Employer
Organization) 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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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 9 Pages
The Exhibit Index appears on Page 4
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Item 5. Other Events
On March 13, 1997, Getty Petroleum Corp. (the "Company") announced that
it had set a record date of March 21, 1997 for the spinoff of the Company's
petroleum marketing assets and business to its stockholders. The Company also
announced that it had revised its estimate of future environmental remediation
costs and that in connection therewith it had recorded a $21.2 million pretax
charge in the fiscal fourth quarter ended January 31, 1997. On March 20, 1997,
the Company announced the declaration of a cash dividend of $.03 per share of
common stock, payable on April 22, 1997 to holders of record on April 9, 1997,
and also announced financial results for the fiscal fourth quarter and year
ended January 31, 1997, including separate summary financial information for
the Realty and Marketing businesses. Additional information is included in the
press releases issued by the Company on March 13, 1997 and March 20, 1997,
which press releases are filed as exhibits hereto and incorporated by reference
herein.
Item 7. Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated March 13, 1997 of Getty Petroleum
Corp.
99.2 Press Release dated March 20, 1997 of Getty Petroleum
Corp.
Page 2 of 9 Pages
The Exhibit Index appears on Page 4
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SIGNATURES
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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 PETROLEUM CORP.
Date: March 21, 1997 By: /s/ John J. Fitteron
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John J. Fitteron
Senior Vice President, Treasurer
and Chief Financial Officer
Page 3 of 9 Pages
The Exhibit Index appears on Page 4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
99.1 Press Release dated March 13, 1997 of Getty Petroleum Corp. 5
99.2 Press Release dated March 20, 1997 of Getty Petroleum Corp. 6
</TABLE>
Page 4 of 9 Pages
The Exhibit Index appears on Page 4
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Exhibit 99.1
RELEASE: IMMEDIATE
GETTY PETROLEUM CORP. ANNOUNCES SPIN OFF
RECORD DATE AND $21.2 MILLION
ENVIRONMENTAL CHARGE
Jericho, NY, March 13, 1997 -- Getty Petroleum Corp. (NYSE-GTY) announced today
that it has set March 21, 1997 as the record date for the spin off of the
Company's marketing assets and business to its stockholders. The Company also
announced that, in anticipation of the spin off, on January 31, 1997 it
transferred the petroleum marketing assets and business to a wholly-owned
subsidiary, Getty Petroleum Marketing Inc.
Stockholders of record of Getty Petroleum Corp. on March 21, 1997 will receive
a tax-free dividend of one share of Getty Petroleum Marketing Inc. common stock
for each share of common stock of Getty Petroleum Corp. The stock certificates
will be mailed on March 31, 1997.
Getty Petroleum Marketing Inc. has been approved for listing on the New York
Stock Exchange under the symbol GPM. Getty Petroleum Corp., which will change
its name to Getty Realty Corp. (GTY) on March 31, 1997, will continue to be
traded on the New York Stock Exchange.
Getty Petroleum Corp. also announced that, in contemplation of the spin off, it
had completed an environmental study of its retail sites. Under a master lease
between Getty Petroleum Corp., as lessor, and Getty Petroleum Marketing Inc.,
as lessee, Getty Petroleum Corp. is obligated to remediate all known
environmental contamination, complete the underground storage tank upgrades
required by the EPA regulations by the December 22, 1998 deadline, and
remediate all contamination identified at the time of the upgrades. In
connection therewith, Getty Petroleum Corp. will record a pretax charge of
$21.2 million in its fiscal fourth quarter (increasing its reserve for net
environmental costs to $29.9 million), resulting in a loss for the fiscal
fourth quarter and year ended January 31, 1997. The $21.2 million charge will
also be reflected in the results of operations of Getty Petroleum Marketing
Inc. Such charge represents estimated environmental expenditures to be
incurred by Getty Petroleum Corp. over the next several years for remediation
and monitoring at retail sites. In addition, the Company estimates it will
spend approximately $20 million for capital expenditures to meet the December
1998 EPA compliance deadline. In view of the uncertainties associated with
environmental expenditures, however, the Company believes it is possible that
such expenditures could be substantially higher. Any additional amounts will
be reflected in Getty Petroleum Corp.'s financial statements as they become
known. In its fiscal 1996 Annual Report to stockholders, the Company had
indicated that it may spend approximately $74 million for environmental and
capital expenditures to meet the 1998 EPA deadline.
Getty Petroleum Corp., one of the nation's largest independent marketers of
gasoline and petroleum products, supplies approximately 1,600 branded locations
in twelve Northeastern and Middle Atlantic states, including approximately
1,100 owned or leased properties. 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.
CONTACT: JOHN J. FITTERON @ 516-338-6000
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Exhibit 99.2
RELEASE: IMMEDIATE
GETTY PETROLEUM CORP. ANNOUNCES DECLARATION OF
QUARTERLY CASH DIVIDEND AND FINANCIAL RESULTS FOR THE
FOURTH QUARTER AND YEAR ENDED JANUARY 31, 1997
JERICHO, NY, MARCH 20, 1997 -- Leo Liebowitz, President and Chief Executive
Officer of Getty Petroleum Corp. (NYSE-GTY) reported that at the Board of
Directors meeting held this morning, the Directors voted on and unanimously
approved a quarterly cash dividend in the amount of $.03 per share payable on
April 22, 1997 to holders of record on April 9, 1997.
The Company also reported its financial results for the fourth quarter and
fiscal year ended January 31, 1997. Total revenues for the quarter and year
ended January 31, 1997 were $257 million and $920 million, respectively, as
compared with $204.7 million and $826.9 million for the comparable periods last
year. The increase in revenues resulted primarily from higher sales prices and
an increase in retail gallonage sold.
The Company incurred pretax losses of $22 million and $14.1 million for the
quarter and year ended January 31, 1997, respectively, as compared with pretax
income of $8.1 million and $21.5 million for the comparable periods last year.
During the fourth quarter of fiscal 1997, the Company revised its estimate of
future environmental remediation costs and recorded a pretax charge of $21.2
million. The current fourth quarter and fiscal year results were also
negatively impacted, as compared with the same periods last year, by lower
retail gasoline product margins, lower operating profits realized by the
Company's heating oil subsidiaries as a result of a milder winter than last
year and expenses related to the spin off of the Company's marketing assets and
business to its stockholders.
The results for the current fiscal year also included a pretax charge of $5.8
million related to a legal settlement between the Company's former construction
company subsidiary, Slattery Associates, Inc. and Morrison-Knudsen Company,
Inc. Prior to giving effect to the $5.8 million charge, $1.7 million of spin
off expenses and the $21.2 million charge for future environmental remediation
costs, the Company would have had pretax income of $14.6 million for the
current fiscal year.
For the fourth quarter ended January 31, 1997, the Company incurred a net loss
of $13.7 million or $1.08 per share as compared with net earnings of $5.2
million or $.41 per share for the comparable period in 1996. The net loss for
the year ended January 31, 1997 was $9.2 million or $.72 per share as compared
with net earnings of $12.6 million or $1.00 per share for the comparable period
in 1996. The prior year period included a charge to earnings of $.8 million or
$.06 per share for the cumulative effect of adopting Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of."
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Mr. Leo Liebowitz, President and Chief Executive Officer, said "I am pleased
that the spin off of the Company's petroleum marketing business will be
completed at the end of the month. I believe that the spin off will enhance
stockholder values over the long term by allowing each company to concentrate
on its respective business and enabling the investment community to analyze
more effectively the investment characteristics, performance and future
prospects of each business, enhancing the likelihood that each will achieve
appropriate market recognition of its value."
As previously announced, the record date for the spin off of Getty Petroleum
Marketing Inc. to the Company's stockholders is March 21, 1997. The stock
certificates will be mailed to the Company's stockholders on March 31, 1997 and
each stockholder will receive one share of Getty Petroleum Marketing Inc. stock
for each share of Getty Petroleum Corp. owned on the record date. On March 31,
1997, the Company will change its name to Getty Realty Corp. Holders of Getty
Petroleum Corp. certificates should retain their certificates and do not need
to surrender them.
Getty Realty Corp. owns and leases approximately 1,100 properties in twelve
Northeastern and Middle Atlantic states. Approximately 1,000 of these
properties, consisting of petroleum marketing terminals, service stations and
convenience stores, are leased to Getty Petroleum Marketing Inc. Getty Realty
Corp. is also a marketer of heating oil in Pennsylvania and Maryland.
Getty Petroleum Marketing Inc., one of the nation's largest independent
marketers of gasoline and petroleum products, supplies approximately 1,600
branded locations in twelve Northeastern and Middle Atlantic states. The
Company is also a marketer of heating oil in the New York Mid-Hudson Valley and
is a wholesale distributor of a variety of petroleum products through its east
coast petroleum storage and distribution network.
______________________________________________________________________________
A summary of the separate financial results of the Marketing and Realty
businesses appears on the last page of this press release.
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Condensed Consolidated Summary of Operations
(Unaudited)
(In Thousands Except Per Share Data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
JANUARY 31, JANUARY 31,
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1997 1996 1997 1996
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<S> <C> <C> <C> <C> <C>
Revenues $257,021 $204,743 $920,043 $826,901
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Earnings (loss) before income taxes and
cumulative effect of accounting change $(21,996) (a) $ 8,085 $(14,114) (b) $ 21,522
Provision (credit) for income taxes (8,263) 2,863 (4,938) 8,094
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Earnings (loss) before cumulative
effect of accounting change (13,733) 5,222 (9,176) 13,428
Cumulative effect of accounting change - - - (794)
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Net earnings (loss) $(13,733) $ 5,222 $ (9,176) $ 12,634
========================== ==========================
Per share data:
Earnings (loss) before cumulative effect
of accounting change $ (1.08) $ .41 $ (.72) $ 1.06
Cumulative effect of accounting change - - - (.06)
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Net earnings (loss) per share $ (1.08) $ .41 $ (.72) $ 1.00
========================== ==========================
Weighted average shares outstanding 12,677 12,650 12,674 12,648
</TABLE>
(a) Includes charge of $21.2 million related to revision of estimate of future
environmental remediation costs and $1.1 million of expenses related to the
spin off.
(b) Includes charge of $21.2 million related to revision of estimate of future
environmental remediation costs, $5.8 million charge related to
Morrison-Knudsen litigation settlement and $1.7 million of expenses related to
the spin off.
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The following is a disaggregation of the Company's financial results between
the Marketing and Realty businesses for the fiscal years ended January 31, 1997
and 1996. The financial information is presented for informational purposes
only and is not necessarily indicative of the financial results that would have
occurred had the spin off been consummated as of February 1, 1995, nor are they
necessarily indicative of future results. The results of operations in future
periods will reflect certain expenses not incurred in prior periods associated
with operating and reporting as separate publicly held companies.
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
MARKETING REALTY
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1997 1996 1997 1996
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<S> <C> <C> <C> <C> <C>
Revenues $888,543 $791,194 $87,810 $90,837
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Earnings (loss) before income taxes and
cumulative effect of accounting change $(25,299) (a) $ 6,325 $11,185 (b) $15,197
Provision (credit) for income taxes (10,074) 2,379 5,136 5,715
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Earnings (loss) before cumulative
effect of accounting change (15,225) 3,946 6,049 9,482
Cumulative effect of accounting change - (282) - (512)
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Net earnings (loss) $(15,225) $ 3,664 $ 6,049 $ 8,970
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</TABLE>
(a) Includes charge of $21.2 million related to revision of estimate of future
environmental remediation costs.
(b) Includes charge of $5.8 million related to Morrison-Knudsen litigation
settlement and $1.7 million of expenses related to the spin off.
Contact: John J. Fitteron
(516) 338-6000
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