SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 OR
For the fiscal year ended December 31, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 001-13777
GETTY REALTY CORP.
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(Exact name of registrant as specified in its charter)
Maryland 11-3412575
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
125 Jericho Turnpike, Suite 103, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-478-5400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $0.01 par value New York Stock Exchange
Series A Participating Convertible New York Stock Exchange
Redeemable Preferred Stock, $0.01 par value
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates 15,516,758
shares of common stock and 1,721,000 shares of preferred stock of the Company
was $336,039,128 of March 21, 2002.
The registrant had outstanding 21,429,235 shares of common stock and 2,865,768
shares of preferred stock as of March 21, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of Form 10-K
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Annual Report to Stockholders for the year ended II
December 31, 2001 (the "Annual Report") (pages 6 through 13
and 15 through 32)
Definitive Proxy Statement for the 2002 Annual Meeting of III
Stockholders (the "Proxy Statement") which will be filed
by the registrant on or prior to 120 days following the
end of the registrant's year ended December 31, 2001
pursuant to Regulation 14A.
PART I
Item 1. Business
General
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Getty Realty Corp. is one of the largest real estate companies in the
United States specializing in the ownership, leasing and management of gasoline
station/convenience store properties. As of December 31, 2001, we owned 744
properties and leased 335 additional properties in 13 states located principally
in the northeastern United States. 987 of our properties are triple-net leased
on a long-term basis to Getty Petroleum Marketing Inc., a wholly owned
subsidiary of OAO LUKoil, Russia's largest vertically integrated oil company.
Marketing is responsible for managing the actual operations conducted at these
properties.
We are self-administered and self-managed through our management, which
has owned, leased and managed gasoline stations and convenience store properties
for more than 46 years. Our executive officers are engaged in the day-to-day
management of our real estate exclusively. We administer nearly all management
functions for our properties, including leasing, legal, data processing, finance
and accounting. We intend to invest in real estate and real estate related
investments when such opportunities arise consistent with our current investment
portfolio.
Our predecessors trace back to 1955 with the ownership of one gasoline
service station in New York City. As our business grew, we combined real estate
ownership, leasing and management with actual service station operation. We
became a public company in 1971 under the name Power Test Corp. In 1985, we
acquired from Texaco the petroleum marketing assets of Getty Oil Company in the
northeastern United States, and assumed the Getty name. In addition, we acquired
the Getty(R) trademarks for use in real estate and petroleum marketing
operations in the United States. We became one of the largest independent
owner/operators of petroleum marketing assets in the country, serving retail and
wholesale customers through a distribution and marketing network of Getty and
other branded retail service stations.
In 1997, we reorganized our businesses and completed the spin-off of
our petroleum marketing business to our stockholders, who received a tax-free
dividend of one share of common stock of Getty Petroleum Marketing Inc.
("Marketing") for each share of our common stock. Following the reorganization
and spin-off, Marketing held the assets and liabilities of our petroleum
marketing operations and a portion of our home heating oil business. In 1998, we
reorganized as a Maryland corporation and acquired Power Test Investors Limited
Partnership, thereby acquiring fee title to 295 properties we had previously
leased from the Partnership and which the Partnership had acquired in 1985 from
Texaco. In that transaction, we issued to the former unitholders of the
Partnership shares of our series A participating convertible redeemable
preferred stock, which trades on the New York Stock Exchange under the symbol
"GTY-PrA." We later sold the remaining portion of our home heating oil business.
As a result, we are now exclusively engaged in the ownership, leasing and
management of real estate assets, principally used in the petroleum marketing
industry.
In December 2000, Marketing was acquired by a U.S. subsidiary of OAO
LUKoil. In connection with Lukoil's acquisition of Marketing, we renegotiated
our long-term master lease
2
and other arrangements with Marketing. Under the master lease, Marketing leases
approximately 978 retail outlets and 9 terminal facilities from us. The master
lease has an initial term expiring in December 2015, and generally provides
Marketing with renewal options extending to 2048 that may be exercised only on
an "all or nothing" basis. We expect to receive $58.2 million in lease rental
payments from Marketing in 2002, with annual 2% rental increases in subsequent
years. The master lease is a "triple-net" lease, under which Marketing is
responsible for the cost of all taxes, maintenance, repair, insurance and other
operating expenses. Certain financial obligations of Marketing under the master
lease through at least December 9, 2003 are guaranteed by Lukoil and an Austrian
subsidiary of Lukoil.
We own the Getty(R) trademarks for use in real estate and petroleum
marketing operations in the United States, which we have licensed to Marketing
on an exclusive basis in its current northeastern U.S. marketing territory. We
have also licensed the trademarks to Marketing on a non-exclusive basis outside
that territory, subject to a gallonage-based royalty.
In August 2001, we closed a public offering of 8,855,000 shares of our
common stock. We used $64.1 million of the $131.5 million net proceeds of the
offering to pay a special one-time "earnings and profits" (as defined by the
Internal Revenue Code) cash distribution to preferred and common stockholders
and $37.4 million to repay substantially all our debt, leaving $30.0 million in
cash for general corporate purposes, including the acquisition of additional
properties. In addition, our stockholders approved a charter amendment to
include typical real estate investment trust ("REIT") provisions.
Accordingly, we elected to be taxed as a REIT with the year beginning
January 1, 2001. A REIT is a corporation, or a business trust that would
otherwise be taxed as a corporation, which meets the requirements of the
Internal Revenue Code. The Internal Revenue Code permits a qualifying REIT to
deduct dividends paid, thereby effectively eliminating corporate level federal
income tax and making the REIT a pass-through vehicle for federal income tax
purposes. To meet the requirements of the Internal Revenue Code, a REIT must,
among other things, invest substantially all of its assets in interests in real
estate (including mortgages and other REITs) or cash and government securities,
derive most of its income from rents from real property or interest on loans
secured by mortgages on real property, and distribute to stockholders annually a
substantial portion of its otherwise taxable income. As a REIT, we are required
to distribute at least 90% of our taxable income to our stockholders each year.
Real Estate Business
--------------------
987 of our properties are leased by Marketing. The operators of the
properties leased by Marketing and our other tenants primarily consist of
retailers engaged in the sale of gasoline and other motor fuel products,
convenience products and automotive repair services. Over the past decade, these
lines of business have matured into a single industry as operators increased
their emphasis on co-branded locations with multiple uses. The combination of
petroleum product sales with other offerings, particularly convenience products,
has helped provide one-stop shopping for consumers and represents a driving
force behind the industry's growth in recent years.
3
Revenues from rental properties for the year ended December 31, 2001
were $68.3 million. We received lease payments from Marketing aggregating
approximately $57.5 million (or 96% of the $59.9 million total lease payments we
received from all our rental properties). In addition, we recognized an
additional $8.4 million of deferred rent receivable due to the straight-line
method of accounting for the lease with Marketing. We are materially dependent
upon the ability of Marketing to meet its obligations under the master lease.
Marketing's financial results depend largely on retail marketing margins and
rental income from its dealers. The petroleum marketing industry has been and
continues to be volatile and highly competitive; however, based on the
information currently available to us, we do not anticipate that Marketing will
have difficulty making all required rental payments for the foreseeable future.
As of December 31, 2001, we owned fee title to 744 gasoline
station/convenience stores and six petroleum distribution terminals. We also
leased 332 gasoline station/convenience stores and three bulk plants, as well as
32,000 square feet of office space at 125 Jericho Turnpike, Jericho, New York, a
portion of which is used for our corporate headquarters and the majority of
which was subleased to Marketing through January 31, 2002. We believe our
network of gasoline station/convenience store and terminal properties across the
northeastern United States is unique and comparable properties are not readily
available for purchase or lease from other owners or landlords. Many of our
properties are located at highly trafficked urban intersections or conveniently
close to highway on- and off-ramps. Furthermore, obtaining the permits necessary
to operate a network of petroleum marketing properties such as ours would be a
difficult, time consuming and costly process for any potential competitor. Our
typical property used as a gasoline station/convenience store is located on
between 1/2 and 3/4 acres of land in metropolitan areas in the northeastern
United States. Approximately two-thirds of our properties used as gasoline
stations have repair bays (typically two or three bays per station) and nearly
half have convenience stores, canopies or both. The title to substantially all
of our owned properties is in the names of Leemilt's Petroleum, Inc. and Power
Test Realty Company Limited Partnership, each of which is our wholly owned
subsidiary. Leemilt's and Getty Properties Corp., also our wholly owned
subsidiary, are the lessees of substantially all of the properties we lease from
third parties.
Regulation
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We are subject to numerous federal, state and local laws and
regulations. The costs related to compliance with those laws and regulations
have not had and are not expected to have a material adverse effect on our
long-term financial position, although these costs may have a significant impact
on our results of operations or liquidity for any single fiscal year or interim
period.
Petroleum properties are governed by numerous federal, state and local
environmental laws and regulations. These laws have included (i) requirements to
report to governmental authorities discharges of petroleum products into the
environment and, under certain circumstances, to remediate the soil and/or
groundwater contamination pursuant to governmental order and directive, (ii)
requirements to remove and replace underground storage tanks that have exceeded
governmental-mandated age limitations and (iii) the requirement to provide a
4
certificate of financial responsibility with respect to claims relating to
underground storage tank failures.
Environmental expenses have been attributable to remediation,
monitoring, soil disposal and governmental agency reporting incurred in
connection with contaminated sites and the replacement or upgrading of
underground storage tanks, related piping, underground pumps, wiring and
monitoring devices (collectively "USTs") to meet federal, state and local
environmental standards, as well as routine monitoring and tank testing. Under
the master lease, we initiated a program to bring scheduled leased properties
with known environmental contamination to regulatory closure in an economical
manner and, thereafter, transfer all future environmental risks to Marketing. As
of December 31, 2001, we have regulatory approved remediation action plans in
place for 365 (80%) of the 455 properties for which we retain remediation
responsibility under the master lease. At that date, 90 properties (20%) were in
the assessment phase.
We believe that we are in substantial compliance with federal, state
and local provisions enacted or adopted pertaining to environmental matters.
Although we are unable to predict what legislation or regulations may be adopted
in the future with respect to environmental protection and waste disposal,
existing legislation and regulations have had no material adverse effect on our
competitive position. See "Item 3. Legal Proceedings."
Personnel
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As of December 31, 2001, we had 16 employees.
Special Factors Regarding Forward-Looking Statements
----------------------------------------------------
Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When we use the words "believes", "expects",
"plans", "projects", "estimates" and similar expressions, we intend to identify
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance and achievements to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements.
These factors associated with Getty include, but are not limited to:
We are subject to risk inherent in owning and leasing real estate.
We are subject to varying degrees of risk generally related to leasing
and owning real estate. In addition to general risks related to owning
properties used in the petroleum marketing industry, risks include, among
others, liability for long-term lease obligations, changes in regional and local
economic conditions, local real estate market conditions, changes in interest
rates and in the availability, cost and terms of financing, the potential for
uninsured casualty and other losses, the impact of present or future
environmental legislation and compliance with environmental laws (as discussed
below), and adverse changes in zoning laws and other
5
regulations, many of which are beyond our control. Moreover, real estate
investments are relatively illiquid, which means that our ability to vary our
portfolio of service station properties in response to changes in economic and
other conditions may be limited.
Our revenues are primarily dependent on the performance of the petroleum
marketing industry and Getty Petroleum Marketing Inc.
We rely on leasing service station properties, primarily to Marketing,
for substantially all of our rental revenues (96.5% for the year ended December
31, 2001). Accordingly, our rental revenues will be dependent to a large degree
on the economic performance of Marketing and of the petroleum marketing
industry, and any factor that adversely affects Marketing or other lessees may
have a material adverse effect on us. Marketing is wholly owned by a subsidiary
of Lukoil. Although Lukoil is Russia's largest vertically integrated oil
company, it has a limited history of operating in the United States. In the
event that Marketing was unable to perform its obligations under its master
lease with us, our financial results would be materially adversely affected.
Although Marketing is a wholly owned subsidiary of Lukoil, no assurance can be
given that Lukoil would cause Marketing to fulfill all of its obligations under
the master lease.
Petroleum products are commodities whose prices depend on numerous
factors that affect the supply of and demand for petroleum products, such as
changes in domestic and foreign economies, political affairs and production
levels, the availability of imported oil, the marketing of competitive fuels,
the extent of government regulation and expected and actual weather conditions.
We believe that Marketing currently relies on various suppliers for the purchase
of refined petroleum products. The prices paid by Marketing and other petroleum
marketers for their products are affected by global, national and regional
factors, such as petroleum pipeline capacity, local market conditions and
competition and the level of operations of refineries. Marketing's earnings and
cash flow from operations depend upon rental income from dealers and the sale of
refined petroleum products at margins in excess of fixed and variable expenses.
A large, rapid increase in petroleum prices would adversely affect Marketing's
profitability and cash flow if the increased cost of petroleum products could
not be passed on to Marketing's customers or if automobile consumption of
gasoline were to significantly decline.
Compliance with environmental regulations may be costly.
The real estate business and the petroleum products industry are
subject to numerous federal, state and local laws and regulations relating to
the protection of the environment. Under certain environmental laws, a current
or previous owner or operator of real estate may be liable for contamination
resulting from the presence or discharge of hazardous or toxic substances or
petroleum products at, on or under such property, and may be required to
investigate and clean-up such contamination. Such laws typically impose
liability and clean-up responsibility without regard to whether the owner or
operator knew of or caused the presence of the contaminants, and the liability
under such laws has been interpreted to be joint and several unless the harm is
divisible and there is a reasonable basis for allocation of responsibility. For
example, liability may arise as a result of the historical use of a property or
from the migration of contamination from adjacent or nearby properties. Any such
contamination or liability may also reduce the value of the property. In
addition, the owner or operator of a property may be subject to claims by third
parties
6
based on injury, damage and/or costs, including investigation and clean-up
costs, resulting from environmental contamination present at or emanating from a
property. The properties owned or controlled by us are leased primarily as
gasoline service stations, and therefore may also contain, or may have
contained, underground storage tanks for the storage of petroleum products and
other hazardous or toxic substances, which creates a potential for the release
of such products or substances. Some of the properties may be adjacent to or
near properties that have contained or currently contain underground storage
tanks used to store petroleum products or other hazardous or toxic substances.
In addition, certain of the properties are on, adjacent to or near properties
upon which others have engaged or may in the future engage in activities that
may release petroleum products or other hazardous or toxic substances. We have
agreed to provide limited environmental indemnification to Marketing with
respect to six leased terminals, and limited indemnification relating to
compliance of properties with local laws. Our aggregate indemnification
liability to Marketing for these items is capped at a maximum of $5.6 million.
Under the master lease, we continue to have additional ongoing environmental
remediation obligations for scheduled properties.
As of December 31, 2001 and 2000, we had accrued $27.3 million and
$23.4 million, respectively, as management's best estimate for probable and
reasonably estimable environmental remediation costs. As of December 31, 2001
and 2000, we had also recorded $14.3 million and $12.0 million, respectively, as
management's best estimate for recoveries from state UST remediation funds
related to environmental obligations and liabilities. It is possible that
estimated aggregate future cash expenditures for environmental remediation from
2002 through 2010 could approximate $38.6 million, or approximately $19.8
million on a net basis after estimated recoveries from state UST remediation
funds of approximately $18.8 million. Neither the aggregate cash expenditure nor
the accrued environmental remediation costs, nor their related recoveries, have
been adjusted for inflation or discounted to present value. It is possible that
estimated net cash expenditures during this period could exceed the net amount
accrued as of December 31, 2001 by approximately $6.8 million. We estimate that
approximately 100 properties will not have regulatory or contractual closure at
the end of this period and that spending will continue after 2010, although at
significantly reduced levels. During 2002, we estimate that our net
environmental spending will be approximately $7.4 million and our business plan
for 2002 reflects a net change in estimated remediation costs of approximately
$6.0 million.
In view of the uncertainties associated with environmental
expenditures, however, we believe it is possible that future actual net
expenditures could be substantially higher than these estimates. Adjustments to
accrued liabilities for environmental remediation costs will be reflected in our
financial statements as they become probable and reasonably estimable as defined
by GAAP. Although environmental costs may have a significant impact on results
of operations for any single fiscal year or interim period, we believe that such
costs will not have a material adverse effect on our long-term financial
position.
We cannot predict what environmental legislation or regulations may be
enacted in the future or how existing laws or regulations will be administered
or interpreted with respect to products or activities to which they have not
previously been applied. Compliance
7
with more stringent laws or regulations, as well as more vigorous enforcement
policies of the regulatory agencies or stricter interpretation of existing laws
which may develop in the future, could have an adverse effect on our financial
position, or that of our tenants, and could require substantial additional
expenditures for future remediation.
Additional information with respect to environmental remediation costs
and estimates is set forth on page 14 and in Note 7 to the financial statements
on page 23 of our Annual Report to Stockholders filed as Exhibit 13 to this
annual report and incorporated by reference herein.
Our properties are concentrated in the northeastern United States, and
adverse conditions in that region, in particular, could negatively impact our
operations.
A significant portion of the properties we own and lease are located in
the northeastern United States. Because of the concentration of our properties
in that region, in the event of adverse economic conditions in that region, we
would likely experience higher risk of default on payment of rent payable to us
(including under the master lease) than if our properties were more
geographically diversified. Additionally, the rents on our properties may be
subject to a greater risk of default than other properties in the event of
adverse economic, political, or business developments or natural hazards that
may affect the northeastern United States and the ability of our lessees to make
rent payments. In the event of any natural disaster, our ability to pay
dividends could be adversely affected.
We are in a competitive business.
The real estate industry is highly competitive. Where we own
properties, we compete for tenants with a large number of real estate property
owners and other companies that sublet properties. Principal means of
competition are rents charged and attractiveness of location. In addition, we
expect other major real estate investors with significant capital will compete
with us for attractive investment opportunities. These competitors include
petroleum manufacturing, distributing and marketing companies, other REITs,
investment banking firms and private institutional investors. This competition
has increased prices for commercial properties and may impair our ability to
make suitable property acquisitions on favorable terms in the future.
Our future cash flow is dependent on renewal of leases and reletting of our
space.
We are subject to risks that leases may not be renewed, locations may
not be relet or the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms. In
addition, numerous properties compete with our properties in attracting tenants
to lease space. The number of competitive properties in a particular area could
have a material adverse effect on our ability to lease our properties or newly
acquired properties and on the rents charged. If we were unable to promptly
relet or renew the leases for all or a substantial portion of these locations,
or if the rental rates upon such renewal or reletting were significantly lower
than expected, our cash flow could be adversely affected. The master lease has
an initial term expiring in December 2015, and generally provides Marketing with
renewal options extending to 2048 that may be exercised only on an "all or
nothing" basis.
8
We may acquire or develop new properties, and this may create risks.
We may acquire or develop properties or acquire other real estate
companies when we believe that an acquisition or development matches our
business strategies. We might not succeed in consummating desired acquisitions
or in completing developments on time or within our budget. We also might not
succeed in leasing newly developed or acquired properties at rents sufficient to
cover their costs of acquisition or development and operations.
We are subject to losses that may not be covered by insurance.
Marketing and other tenants, as the lessees of our properties are
required to provide insurance for such properties, including casualty,
liability, fire and extended coverage in amounts and on other terms as set forth
in our leases. There are certain types of losses (such as certain environmental
liabilities, earthquakes, hurricanes, floods and civil disorders) which are
either uninsurable or not economically insurable in our judgment. The
destruction of, or significant damage to, properties due to an uninsured cause
would result in an economic loss and could result in us losing both our
investment in, and anticipated profits from, such properties. When a loss is
insured, the coverage may be insufficient in amount or duration, or a lessee's
customers may be lost, such that the lessee cannot resume its business after the
loss at prior levels or at all, resulting in reduced rent or a default under its
lease. Any such loss relating to a large number of properties could have a
material adverse effect on our financial condition. We carry insurance against
certain risks and in such amount as we believe is customary for businesses of
our kind. However, as the costs and availability of insurance change, we may
decide not to be covered against certain losses where, in the judgment of
management, the insurance is not warranted due to cost or availability of
coverage or the remoteness of perceived risk. There is no assurance that our
insurance against loss will be sufficient.
Failure to qualify as a REIT would have adverse consequences to our
stockholders.
We have elected to be taxed as a REIT for the fiscal year 2001. We
cannot, however, guarantee that we will continue to qualify in the future as a
REIT. In order to initially qualify for REIT status, the Company was required,
among other items, to make a distribution to shareholders in an amount at least
equal to its accumulated "earnings and profits" (as defined in the Internal
Revenue Code) from the years it operated as a taxable corporation. On August 1,
2001, the Company paid the earnings and profits distribution to its shareholders
in an amount that the Company estimated was required in order for it to qualify
as a REIT. Determination of accumulated earnings and profits for federal income
tax purposes is extremely complex. Should the Internal Revenue Service
successfully assert that the Company's accumulated earnings and profits were
greater than the amount distributed, the Company may fail to qualify as a REIT,
however, the Company may avoid losing its REIT status by paying a deficiency
dividend to eliminate any remaining accumulated earnings and profits. The
Company may have to borrow money or sell assets to pay such a deficiency
dividend. We cannot give any assurance that new legislation, regulations,
administrative interpretations or court decisions will not significantly change
the requirements relating to our qualification. If we fail to qualify as a REIT,
we will again be subject to federal income tax at regular corporate rates, we
would be required to pay significant income taxes and would have less money
available for our operations and distributions to stockholders. This would
likely have
9
a significant adverse effect on the value of our securities.
As a REIT, we are dependent on external sources of capital.
To maintain our status as a REIT, we must distribute to our
stockholders each year at least 90% of our net taxable income, excluding any net
capital gain. Because of these distribution requirements, it is not likely that
we will be able to fund all future capital needs, including acquisitions, from
income from operations. We therefore will have to rely on third party sources of
capital, which may or may not be available on favorable terms or at all. Our
access to third party sources of capital depends upon a number of factors,
including general market conditions, the market's perception of our growth
potential, our current and potential future earnings and cash distributions and
the market price of our common stock. Moreover, additional equity offerings may
result in substantial dilution of stockholders' interests, and additional debt
financing may substantially increase our leverage.
We may be unable to pay dividends and our equity may not appreciate.
Although the holders of Getty preferred stock are entitled to receive
stated dividends quarterly, and additional dividends to the extent dividends
paid on shares of Getty common stock in any fiscal year of Getty exceed such
dividends, we may be legally prevented from paying any dividends, including all
or a portion of the dividends to which the holders of Getty preferred stock
would otherwise be entitled. Under applicable Maryland law, our ability to pay
dividends would be restricted if, after payment of the dividend, (1) we would
not be able to pay indebtedness as it becomes due in the usual course of
business or (2) our total assets would be less than the sum of our liabilities.
No assurance can be given that our financial performance in the future will
permit our payment of any dividends, including dividends on our series A
preferred stock, at the times and in the amounts specified in our charter.
Moreover, no assurance can be given that the value of the shares of our common
stock will increase to levels which make it economically advantageous to holders
of our series A preferred stock to exercise their right to convert such shares
into our common stock. As a result of the factors described above, we may
experience material fluctuations in future operating results on a quarterly or
annual basis, which could materially and adversely affect our business, stock
price and ability to pay dividends.
You should not place undue reliance on forward-looking statements,
which reflect our view only as of the date hereof. We undertake no obligation to
publicly release revisions to these forward-looking statements that reflect
future events or circumstances or the occurrence of unanticipated events.
Item 2. Properties
The following table summarizes the geographic distribution of our
properties at December 31, 2001. The table also identifies the number and
location of properties we lease from third-parties and which Marketing leases
from us under the master lease.
10
OWNED BY GETTY REALTY LEASED BY GETTY REALTY TOTAL PERCENT
--------------------- ---------------------- PROPERTIES OF TOTAL
MARKETING OTHER MARKETING OTHER BY STATE PROPERTIES
AS TENANT PARTIES AS TENANT PARTIES -------- ----------
--------- AS TENANT --------- AS TENANT
--------- ---------
New York 223 25 118 3 369 34.1%
New Jersey 109 14 50 2 175 16.2
Massachusetts 91 1 68 2 162 15.0
Pennsylvania 107 17 26 2 152 14.1
Connecticut 56 3 25 -- 84 7.8
New Hampshire 28 3 3 -- 34 3.2
Virginia 3 4 23 1 31 2.9
Maine 17 3 3 1 24 2.2
Rhode Island 14 -- 5 -- 19 1.8
Delaware 10 3 2 -- 15 1.4
Maryland 4 2 1 -- 7 0.6
Florida -- 6 -- -- 6 0.6
Vermont 1 -- -- -- 1 0.1
------ -- ------ -- ----- -----
Total 663(1) 81 324(2) 11 1,079 100.0%
====== == ====== == ===== =====
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(1) Includes six terminal properties owned in New York, New Jersey, Connecticut
and Rhode Island.
(2) Includes three terminals/bulk plants related to Marketing's residential
fuels business based in the New York Mid-Hudson Valley.
The following table sets forth information regarding lease expirations
for properties that we lease from third parties:
Number of Leases
Calendar Year Expiring (a) Percent of Total
------------- ------------------ ----------------
2002 13 3.9
2003 10 3.0
2004 8 2.4
2005 6 1.8
2006 20 5.9
--- -----
Subtotal 57 17.0
Thereafter 278 83.0
--- -----
335 100.0%
=== =====
(a) Includes the exercise of lease renewal and extension options.
We have rights-of-first refusal to purchase or lease 263 of our leased
properties. Although there can be no assurance regarding any particular
property, our experience has been that we are generally successful in renewing
or entering into new leases when any lease term expires. Approximately 73% of
our leased properties are subject to automatic renewal or extension options.
In the opinion of our management, our relationships with our landlords
are good and all of our properties (including those that are fee owned) are
adequately covered by casualty and liability insurance. In addition, we require
our tenants to provide insurance for all properties they lease from us,
including casualty, liability, fire and extended coverage in amounts and on
other terms satisfactory to us.
Currently, we have no plans for material improvements to any of our
properties. However, our tenants frequently make improvements to the properties
leased from us.
Four of our owned service station properties with a net book value of
approximately $1.2 million are secured by mortgages with an aggregate principal
balance of approximately $1.0
11
million at an average rate of 7.48% per annum. No other material mortgages,
liens or encumbrances exist on our properties.
Our wholly owned subsidiary, Getty Properties Corp., is party to a
master lease agreement with Marketing with respect to approximately 978 service
station and convenience store properties and our nine distribution terminals and
bulk plants. The master lease is a unitary lease and has an initial term
expiring in 2015, and generally provides Marketing with renewal options
extending to 2048 that may be exercised only on an "all or nothing" basis. The
master lease is a "triple-net" lease, under which Marketing is responsible for
the cost of all taxes, maintenance, repair, insurance and other operating
expenses. Certain financial obligations of Marketing under the master lease
through at least December 9, 2003 are guaranteed by Lukoil and an Austrian
subsidiary of Lukoil.
If Marketing fails to pay rent, taxes or insurance premiums when due
under the master lease, and the failure is not cured by Marketing within a
specified time after receipt of notice, we have the right to terminate the
master lease and to exercise other customary remedies against Marketing. If
Marketing fails to comply with any other obligation under the master lease after
notice and opportunity to cure, we do not have the right to terminate the master
lease. Instead, our available remedies under the master lease are to obtain an
injunction or other equitable relief requiring Marketing to comply with its
obligations under the master lease and to recover damages from Marketing
resulting from the failure.
If any lease we have with a third party landlord is terminated as a
result of our default and the default is not caused by Marketing, we have agreed
to indemnify Marketing for its losses with respect to the termination. Where we
lease a property from a third party landlord under a lease which is about to
expire and does not contain options to renew, subject to certain limited
exceptions, we and Marketing each have a non-exclusive right to negotiate with
that third party landlord. We have also agreed that if we decide to sell any
property leased to Marketing under the master lease, we will first offer to sell
that property to Marketing pursuant to procedures set forth in the master lease.
In general, Marketing remains responsible for any violations of
non-environmental laws that existed prior to the time of the amendment of the
master lease. We have agreed to provide limited indemnification, capped at
$1.375 million, for certain violations, subject to Marketing's right, if it
reasonably determines that curing the violation would be economically
impractical, to require us to cure the violation or to remove the affected
property from the master lease under certain circumstances. We continue to have
obligations with respect to upgrading underground storage tanks and remediating
pre-existing environmental conditions. Marketing otherwise remains liable for
all environmental matters. Our indemnification responsibilities described above
expire in December 2002.
Getty Properties has also agreed to indemnify Marketing for certain
pre-existing environmental conditions at the six terminals we own. Under the
agreement, Marketing will pay the first $1.5 million of costs and expenses
incurred in connection with remediating any pre-existing terminal conditions,
Marketing and Getty Properties will share equally the next $8.5 million of those
costs and expenses and Marketing will pay all additional costs and expenses
12
over $10 million. Our aggregate indemnification liability for these items is
$4.25 million. Our indemnification responsibilities described above expire in
December 2010. Under the master lease, we continue to have additional ongoing
environmental remediation obligations for scheduled sites.
Item 3. Legal Proceedings
(a) Information in response to this item is incorporated herein by reference
from Note 5 of the Notes to Consolidated Financial Statements set forth on page
22 of the Annual Report.
In 1991, the State of New York brought an action in the New York State
Supreme Court in Albany County against one of our former subsidiaries seeking
reimbursement in the amount of $189,000 for cleanup costs incurred at a service
station. The State is also seeking penalties of $200,000 and interest. Although,
there has been no activity in this proceeding in the past several years, in
January 2002, we received a letter from the State's attorney indicating that the
State intends to continue prosecuting the action and that the State is taking
steps to join the owners of the service station premises as additional
defendants in the lawsuit.
In 1993, the State of New York asserted a claim against us for cleanup
costs incurred at a service station and for statutory penalties. In 1994, an
action was filed in New York State Supreme Court in Albany County against us and
other parties to recover $522,000 for cleanup costs and unspecified penalties
and interest. This action was settled in December 2001 for the sum of $310,000
paid to the State of New York.
In 1994, one of our subsidiaries was served with an Amended Complaint
naming the subsidiary as one of many defendants in the Keystone Superfund case
pending in the U.S. District Court for the Middle District of Pennsylvania. The
Complaint pertained to the subsidiary's miscellaneous office refuse and used
furnace air and oil filters which were disposed of at the site. In 1995, another
subsidiary was brought into the same action pertaining to convenience store
refuse. In August 1997, we paid into escrow $40,000 in full settlement. The
settlement has been approved by the United States Environmental Protection
Agency, but has not yet been approved by the Court.
In 1995, Pennsauken Solid Waste Management Authority, its
successor-in-interest, the Pollution Control Financing Authority of Camden
County and the Township of Pennsauken, New Jersey commenced an action for
unspecified amounts against certain defendants for all costs and damages
incurred for the remediation of the Pennsauken Sanitary Landfill. In November
1996, one of the defendants filed a third party complaint in the Superior Court
of New Jersey, Camden County, against its former customers, including our former
construction company subsidiary, seeking indemnification from the third party
defendants for all costs it incurred or will incur in response to the release of
hazardous substances in the landfill plus attorneys' fees. We believe that any
exposure is not material because the quantities of construction fill deposited
at the waste site were small.
13
In June 1998, we were sued as a third-party defendant in the Superfund
case of U.S. v. Champion Chemical Co. and Imperial Oil Co., pending in the U.S.
District Court for New Jersey. Our defense is being conducted by Texaco Inc.,
which has agreed to fully indemnify us. In August 1998, we were sued as a
third-party defendant in the Superfund case of U.S. v. Manzo, pending in the U.
S. District Court for New Jersey. Our defense is also being conducted by Texaco
Inc., which has agreed to fully indemnify us. Both matters involve time periods
prior to 1985, when we purchased the properties from Texaco Inc. pursuant to an
agreement under which Texaco is obligated to indemnify us for environmental
matters of this kind.
In December 1998, the New York State Department of Environmental
Conservation filed an administrative complaint against us for civil penalties
for alleged groundwater contamination and gasoline migration into a residence
basement in April 1997. The action was filed in response to a citizen's lawsuit
filed against us in the U.S. District Court for the Southern District of New
York.
In September 1999, the State of New York filed a lawsuit against us in
the New York State Supreme Court in Albany County, seeking reimbursement of
$1,300,000 (plus interest and penalties) spent to clean up a discharge that
allegedly occurred at a Company service station in 1987. This case was settled
in May 2001 for the total sum of $648,398.88 (inclusive of interest) paid to the
State of New York.
In January 2000, the Massachusetts Department of Environmental
Protection ("MADEP") alleged that we had violated certain regulatory provisions
related to the operation of gasoline vapor recovery systems and handling of
waste oil in the late 1980's and early 1990's. MADEP is seeking a fine of
$123,000. We have engaged in settlement discussions with MADEP which are
ongoing.
In June 2000, the State of New York made a demand on us to reimburse
the State $61,000, together with interest, for costs expended to remediate a
gasoline discharge that occurred at a service station in 1984. No legal action
has been commenced to date. In 1998 we paid $7,660 to the State for remediation
costs. After that payment, the State has alleged that it conducted further
remediation without notice to us and incurred the costs now being sought.
In August 2000, the State of New York filed a lawsuit against us in the
New York State Supreme Court in Albany County, seeking reimbursement at $607,000
(plus interest and penalties) spent to clean up a gasoline discharge that
occurred in 1987.
In September 2001, the State of New York made a demand on us to
reimburse the State the sum of $111,000 plus a penalty of $80,000, for costs
expended to remediate a petroleum discharge that occurred in 1996. In October
2001, we wrote to the State stating that we do not believe that we are the party
responsible for the discharge.
Item 4. Submission of to a Vote of Security Holders
No matter was submitted to a vote of security holders during the three
months ended December 31, 2001.
14
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information in response to this item is incorporated herein by
reference from material under the heading "Capital Stock" on page 32 of the
Annual Report.
Item 6. Selected Financial Data
Information in response to this item is incorporated herein by
reference from material under the heading "Selected Financial Data" on page 6 of
the Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information in response to this item is incorporated herein by
reference from material under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 7 through 13 of the
Annual Report.
Item 7A. Market Risk
Information in response to this item is incorporated herein by
reference from Note 5 of the Notes to Consolidated Financial Statements set
forth on page 22 of the Annual Report.
Item 8. Financial Statements and Supplementary Data
Information in response to this item is incorporated herein by
reference from the financial information set forth on pages 15 through 32 of the
Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
15
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to directors in response to this item is
incorporated herein by reference from material under the headings "Election of
Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of
1934" on pages 2 and 5, and page 14, respectively, of the Proxy
Statement.
The following table lists our executive officers, their respective
ages, and the offices and positions held.
Name Age Position Officer Since
---- --- -------- -------------
Leo Liebowitz 74 President and Chief 1971
Executive Officer
Randi Young Filip 41 Vice President, General 2001
Counsel and Corporate Secretary
Kevin C. Shea 42 Vice President 2001
Thomas J. Stirnweis 43 Corporate Controller and Treasurer 2001
Ms. Filip has been with Getty since 1986 and has served as Vice
President, General Counsel and Corporate Secretary since January 1, 2001. Prior
thereto, she served as Assistant General Counsel and Corporate Secretary.
Mr. Shea has been with Getty since 1984 and has served as Vice
President since January 1, 2001. Prior thereto, he was Director of National Real
Estate Development.
Mr. Stirnweis joined Getty on January 1, 2001 as Corporate Controller
and Treasurer. Prior to joining Getty, he was Manager of Financial Reporting and
Analysis of Getty Petroleum Marketing Inc., where he provided services to Getty
under a services agreement since the spin-off of Marketing in March 1997. Prior
thereto, he held the same position at Getty since 1988. Mr. Stirnweis serves as
our principal financial and accounting officer.
Management is not aware of any family relationships between the
executive officers.
Item 11. Executive Compensation
Information in response to this item is incorporated herein by
reference from material under the headings "Directors' Meetings, Committees and
Executive Officers" and "Compensation" through, and including the material under
the heading "Compensation Committee Interlocks and Insider Participation" on
pages 5 through 9 of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information in response to this item is incorporated herein by
reference from material under the heading "Beneficial Ownership of Capital
Stock" on pages 3 through 5 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
None.
16
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The financial statements listed in the Index to Financial
Statements and Financial Statement Schedules on page 18 are
filed as part of this annual report.
2. Financial Statement Schedule
The financial statement schedule listed in the Index to
Financial Statements and Financial Statement Schedule on page
18 is filed as part of this annual report.
3. Exhibits
The exhibits listed in the Exhibit Index on pages 21
through 23 are filed as part of this annual report.
(b) Reports on Form 8-K
None.
17
GETTY REALTY CORP. INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS
Items 14(a) 1 & 2
Reference
------------------------
Data incorporated by reference from attached Form 10-K Annual
2001 Annual Report to Stockholders (pages) Report
of Getty Realty Corp. (pages)
Report of Independent Accountants 31
Consolidated Statements of Operations for 15
the year ended December 31, 2001, for the
eleven months ended December 31, 2000, and
for the year ended January 31, 2000
Consolidated Balance Sheets as of December 16
31, 2001 and 2000
Consolidated Statements of Cash Flows for 17
the year ended December 31, 2001, for the
eleven months ended December 31, 2000, and
for the year ended January 31, 2000
Notes to Consolidated Financial Statements 18-30
Report of Independent Accountants--Financial 19
Statement Schedule
Schedule II - Valuation and Qualifying 20
Accounts and Reserves for the year ended
December 31, 2001, for the eleven months
ended December 31, 2000, and for the year
ended January 31, 2000
All other schedules are omitted for the reason that they are either not
required, not applicable, not material or the information is included in the
consolidated financial statements or notes thereto.
The financial statements listed in the above index which are included
in the 2001 Annual Report to Stockholders are hereby incorporated by reference.
With the exception of the pages listed in the above index and the information
incorporated by reference included in Part II, Items 5, 6, 7, 7A and 8, the 2001
Annual Report to Stockholders is not deemed filed as part of this report.
18
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Getty Realty Corp.:
Our audits of the consolidated financial statements referred to in our report
dated February 13, 2002 appearing in the 2001 Annual Report to Shareholders of
Getty Realty Corp. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 13, 2002
19
GETTY REALTY CORP. and SUBSIDIARIES
SCHEDULE II--VALUATION and QUALIFYING ACCOUNTS and RESERVES
for the year ended December 31, 2001,
for the eleven months ended December 31, 2000,
and for the year ended January 31, 2000
(in thousands)
Balance at Balance at
beginning of period Additions Deductions end of period
------------------- --------- ---------- -------------
December 31, 2001: $102 $13 $ - $115
Allowance for doubtful
accounts*
December 31, 2000: $158 $17 $73 $102
Allowance for doubtful
accounts*
January 31, 2000: $112 $56 $10 $158
Allowance for doubtful
accounts*
* Relates to accounts receivable.
20
EXHIBIT INDEX
GETTY REALTY CORP.
Annual Report on Form 10-K
for the year ended December 31, 2001
Exhibit
No. Description
------- -----------
1.1 Agreement and Plan of Reorganization and Merger, Filed as Exhibit 2.1 to Company's Registration
dated as of December 16, 1997 (the "Merger Statement on Form S-4, filed on January 12, 1998
Agreement") by and among Getty Realty Corp., (File No. 333-44065), included as Appendix A to
Power Test Investors Limited Partnership and CLS the Joint Proxy Statement/Prospectus that is a
General Partnership Corp. part thereof, and incorporated herein by
reference.
3.1 Articles of Incorporation of Getty Realty Holding Filed as Exhibit 3.1 to Company's Registration
Corp. ("Holdings"), now known as Getty Realty Statement on Form S-4, filed on January 12,1998
Corp., filed December 23, 1997. (File No. 333-44065), included as Appendix D to
the Joint Proxy Statement/Prospectus that is a
part thereof, and incorporated herein by
reference.
3.2 Articles Supplementary to Articles of Filed as Exhibit 3.2 to Company's Annual Report
Incorporation of Holdings, filed January 21, 1998. on Form 10-K for the fiscal year ended January
31, 1998 (File No. 001-13777) and incorporated
herein by reference.
3.3 By-Laws of Holdings. Filed as Exhibit 3.2 to Company's Registration
Statement on Form S-4, filed on January 12, 1998
(File No. 333-44065), included as Appendix F to
the Joint Proxy Statement/Prospectus that is a
part thereof, and incorporated herein by
reference.
3.4 Articles of Amendment of Holdings, changing its Filed as Exhibit 3.4 to Company's Annual Report
name to Getty Realty Corp., filed January 30, on Form 10-K for the fiscal year ended January
1998. 31, 1998 (File No. 001-13777) and incorporated
herein by reference.
3.5 Amendment to Articles of Amendment, dated August Filed as Exhibit 99.2 to Company's Current Report
1, 2001. on Form 8-K dated August 1, 2001 (File No.
001-13777) and incorporated herein by reference.
10.1 Retirement and Profit Sharing Plan (amended and Filed as Exhibit 10.2(b) to Company's Annual
restated as of September 19, 1996), adopted by Report on Form 10-K for the fiscal year ended
the Company on December 16, 1997. January 31, 1997 (File No. 1-8059) and
incorporated herein by reference.
10.2 1998 Stock Option Plan, effective as of January Filed as Exhibit 10.1 to Company's Registration
30, 1998. Statement on Form S-4, filed on January 12, 1998
(File No. 333-44065), included as Appendix H to
the Joint Proxy Statement/Prospectus that is a
part thereof, and incorporated herein by
reference.
21
Exhibit
No. Description
------- -----------
10.3 Asset Purchase Agreement among Power Test Corp. Filed as Exhibit 2(a) to the Current Report on
(now known as Getty Properties Corp.), Texaco Form 8-K of Power Test Corp., filed February 19,
Inc., Getty Oil Company and Getty Refining and 1985 (File No. 1-8059) and incorporated herein by
Marketing Company, dated as of December 21, 1984. reference.
10.4 Trademark License Agreement among Power Test Filed as Exhibit 2(b) to the Current Report on
Corp., Texaco Inc., Getty Oil Company and Getty Form 8-K of Power Test Corp., filed February 19,
Refining and Marketing Company, dated as of 1985 (File No. 1-8059) and incorporated herein by
February 1, 1985. reference.
10.5 Form of Indemnification Agreement between the Filed as Exhibit 10.15 to Company's Annual Report
Company and its directors. on Form 10-K for the fiscal year ended January
31, 1998 (File No. 001-13777) and incorporated
herein by reference.
10.6 Supplemental Retirement Plan for Executives of Filed as Exhibit 10.22 to the Annual Report on
the Company (then known as Getty Petroleum Corp.) Form 10-K for the fiscal year ended January 31,
and Participating Subsidiaries (adopted by the 1990 (File No. 1-8059) of Getty Petroleum Corp.
Company on December 16, 1997). and incorporated herein by reference.
10.7 Form of Agreement dated December 9, 1994 between Filed as Exhibit 10.23 to the Annual Report on
Getty Petroleum Corp. and its non-director Form 10-K for the fiscal year ended January 31,
officers and certain key employees regarding 1995 (File No. 1-8059) of Getty Petroleum Corp.
compensation upon change in control. and incorporated herein by reference.
10.8 Form of Agreement dated as of March 7, 1996 Filed as Exhibit 10.27 to the Annual Report on
amending Agreement dated as of December 9, 1994 Form 10-K for the fiscal year ended January 31,
between Getty Petroleum Corp. (now known as Getty 1996 (File No. 1-8059) of Getty Petroleum Corp.
Properties Corp.) and its non-director officers and incorporated herein by reference.
and certain key employees regarding compensation
upon change in control (See Exhibit 10.11).
10.9 Form of letter from Getty Petroleum Corp. dated Filed as Exhibit 10.19 to Company's Annual Report
April 8, 1997, confirming that a change of on Form 10-K for the fiscal year ended January
control event had occurred pursuant to the 31, 1998 (File No. 001-13777) and incorporated of
change of control agreements. (See Exhibits 10.7 and herein by reference.
10.8).
10.10 Form of Agreement dated March 9, 1998, from the Filed as Exhibit 10.20 to Company's Annual Report
Company to certain officers and key employees, on Form 10-K for the fiscal year ended January
adopting the prior change of control agreements, 31, 1998 (File No. 001-13777) and incorporated
as amended, and further amending those herein by reference.
agreements. (See Exhibits 10.7, 10.8 and 10.9).
10.11 Form of Reorganization and Distribution Agreement Filed as Exhibit 10.29 to the Annual Report on
between Getty Petroleum Corp. (now known as Getty Form 10-K for the fiscal year ended January 31,
Properties Corp.) and Getty Petroleum Marketing 1997 (File No. 1-8059) of Getty Petroleum Corp.
Inc. dated as of February 1, 1997. and incorporated herein by reference
22
Exhibit
No. Description
------- -----------
10.12 Form of Tax Sharing Agreement between Getty Filed as Exhibit 10.32 to the Annual Report on
Petroleum Corp. (now known as Getty Properties Form 10-K for the fiscal year ended January 31,
Corp.) and Getty Petroleum Marketing Inc. 1997 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.
10.13 Form of Stock Option Reformation Agreement made Filed as Exhibit 10.33 to the Annual Report on
and entered into as of March 21, 1997 by and Form 10-K for the fiscal year ended January 31,
between Getty Petroleum Corp. (now known as Getty 1997 (File No. 1-8059) of Getty Petroleum Corp.
Properties Corp.) and Getty Petroleum Marketing and incorporated herein by reference.
Inc.
10.14 Consolidated, Amended and Restated Master Lease Filed as Exhibit 10.21(a) to Company's Quarterly
Agreement dated November 2, 2000 between Getty Report on Form 10-Q dated December 15, 2000 (File
Properties Corp. and Getty Petroleum Marketing No. 001-13777) and incorporated herein by
Inc. reference.
10.15 Environmental Indemnity Agreement dated November Filed as Exhibit 10.30 to Company's Quarterly
2, 2000 between Getty Properties Corp. and Getty Report on Form 10-Q dated December 15, 2000 (File
Petroleum Marketing Inc. No. 001-13777) and incorporated herein by
reference.
10.16 Guarantee of Lease as of November 2, 2000 by OAO Filed as Exhibit 99.3 to Company's Current Report
LUKOIL and Lukoil International GmbH. on Form 8-K dated November 9, 2000 (File No.
001-13777) and incorporated herein by reference.
10.17 Amended and Restated Trademark License Agreement, Filed as Exhibit 10.23(a) to Company's Quarterly
dated November 2, 2000, between Getty Properties Report on Form 10-Q dated December 15, 2000 (File
Corp. and Getty Petroleum Marketing Inc. No. (001-13777) and incorporated herein by
reference.
10.18 Trademark License Agreement, dated November 2, Filed as Exhibit 10.23(b) to Company's Quarterly
2000, between Getty (TM) Corp. and Getty Report on Form 10-Q dated December 15, 2000 (File
Petroleum Marketing Inc. No. 001-13777) and incorporated herein by
reference.
13 Annual Report to Stockholders for the fiscal year *
ended December 31, 2001.
21 Subsidiaries of the Company. *
23 Consent of Independent Accountants. *
-----------------------
*Filed herewith
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Realty Corp.
(Registrant)
By: /s/ THOMAS J. STIRNWEIS
----------------------------------
Thomas J. Stirnweis,
Corporate Controller and Treasurer
March 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ LEO LIEBOWITZ By: /s/ THOMAS J. STIRNWEIS
---------------------------------- ----------------------------------
Leo Liebowitz Thomas J. Stirnweis
President, Chief Executive Officer and Corporate Controller and Treasurer
Director (Principal Financial and Accounting
March 29, 2002 Officer)
March 29, 2002
By: /s/ MILTON COOPER By: /s/ PHILIP E. COVIELLO
---------------------------------- ----------------------------------
Milton Cooper Philip E. Coviello
Director Director
March 29, 2002 March 29, 2002
By: /s/ HOWARD SAFENOWITZ By: /s/ WARREN G. WINTRUB
---------------------------------- ----------------------------------
Howard Safenowitz Warren G. Wintrub
Director Director
March 29, 2002 March 29, 2002
24