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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): July 26, 2001
GETTY REALTY CORP.
(Exact Name of Registrant as Specified in Charter)
Maryland 1-13777 11-3412575
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
125 Jericho Turnpike
Suite 103
Jericho, New York 11753
(Address of Principal Executive Offices, including zip code)
Registrant's telephone number, including area code: (516) 338-2600
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Item 1. Not Applicable.
Item 2. Not Applicable.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. Other Events.
On July 27, 2001, we announced that we had priced a public offering of
7.7 million shares of our common stock at $16.00 per share. The offering, which
was lead managed by Merrill Lynch & Co. and co-managed by Legg Mason Wood
Walker, Incorporated, is expected to close on August 1, 2001. We have granted
the underwriters a 30-day option to purchase an additional 1.15 million shares
of common stock at the public offering price to cover over-allotments if any.
Purchasers of our common stock in the public offering will not receive any
portion of the previously announced special one-time distribution of $4.15 per
common share on any of the shares of common stock they purchase. Getty common
stock sold in the public offering will be traded on the NYSE under the
temporary symbol "GTY.T" until the special distribution is paid, after which
all Getty common stock will be traded "ex dividend" on the NYSE under the
symbol "GTY."
We intend to use the proceeds of the offering to repay our existing
debt and to pay the $64.1 million special distribution to our common and series
A preferred stockholders announced on July 17, 2001. Payment of the special
distribution is scheduled for August 2, 2001, conditioned upon successful
closing of the offering and approval by our stockholders of ownership
limitations typical for real estate investment trusts (REITs) at a special
stockholders' meeting scheduled for August 1, 2001.
Following the closing of the offering and payment of the special
distribution, we will elect to be taxed as a REIT under the federal income tax
laws beginning with the year ending December 31, 2001. As a REIT, we would be
required at a minimum to distribute at least 90% of our taxable income to
stockholders each year. If we elect REIT status, we intend to pay common stock
dividends of $0.4125 per quarter ($1.65 per share on an annual basis),
commencing with the quarterly dividend to be declared in September 2001. Payment
of dividends is subject to market conditions, our financial condition, the
distribution preferences of our preferred stock and other factors, and therefore
cannot be assured.
Our second quarter ended on June 30, 2001. On a preliminary basis,
revenues from rental properties for the quarter were $17.1 million, including
$2.1 million of deferred rent receivable recognized during the period related to
future annual rent increases under the master lease with Marketing. Pre-tax
earnings are estimated at $9.3 million for the current year quarter compared to
$6.0 million for the same quarter last year. Our "funds from operations"
available to common stockholders for the quarter ended June 30, 2001 is
estimated at $7.7 million, as compared to $6.8 million for the quarter ended
June 30, 2000. Our "funds from operations" before preferred stock dividends for
the quarter ended June 30, 2001 is estimated at $9.0 million, as compared to
$8.1 million for the quarter ended June 30, 2000. We compute "funds from
operations" as net earnings available to common stockholders before provision
for income taxes (computed in accordance with generally accepted accounting
principles), plus real estate related depreciation and amortization and
excluding gains (or losses) from sales of property and straight line rent.
These current quarter amounts are preliminary and may be modified as our
quarterly review process is completed.
Item 6. Not Applicable.
Item 7. Exhibits.
A press release issued by the Company on July 27, 2001, is attached
hereto as Exhibit 99.1. Our Prospectus Supplement dated July 26, 2001 to the
Prospectus dated July 3, 2001 relating to the offering includes a description of
certain risk factors relating to the offering and ownership of our securities
in general, which descriptions are set forth in Exhibit 99.2 attached hereto.
The underwriting agreement, terms agreement, and opinions attached hereto as
Exhibits 99.3 through 99.6, each related to the offering of our common stock,
are incorporated herein by reference in answer to this Item 7 and our exhibits
to our Registration Statement on Form S-3 (Registration No. 333-63060).
Item 8. Not Applicable.
Item 9. Not Applicable.
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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 REALTY CORP.
By: /s/ Randi Young Filip
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Randi Young Filip
Vice President, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated July 27, 2001
99.2 Risk Factors from Prospectus Supplement dated July 26,
2001
99.3 Underwriting Agreement dated July 26, 2001
99.4 Terms Agreement dated July 26, 2001
99.5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP dated
July 26, 2001
99.6 Opinion of Latham & Watkins dated July 19, 2001 as to
certain tax matters
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