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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): August 1, 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 August 1, 2000, we closed a public offering of 8,855,000 shares
of our common stock (including exercise of the underwriters over-allotment
option) at a price of $16 per share. The offering was lead managed by Merrill
Lynch & Co. and co-managed by Legg Mason Wood Walker, Incorporated. At a
special meeting of stockholders held on August 1, 2001, our stockholders
approved a charter amendment containing ownership limitations typical for real
estate investment trusts (REITs).
We used a portion of the $133.5 million net proceeds of the offering
to pay the previously announced $64.1 million special one-time cash
distribution to stockholders. The special distribution was paid on August 2,
2001 to holders of record of Getty common stock and series A preferred stock as
of the close of business on July 25, 2001. Common stockholders received $4.15
per share and series A preferred stockholders received $4.20 per share.
Purchasers of Getty common stock in the public offering did not receive any
portion of the special distribution on any of the shares of common stock they
purchased.
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 will be
required to distribute at least 90% of our taxable income to stockholders each
year. 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.
Item 6. Not Applicable.
Item 7. Exhibits.
A press release issued by the Company on August 1, 2001, is attached
hereto as Exhibit 99.1. The amendment to the Company's charter, which was filed
with the State Department of Assessments and Taxation of Maryland on August 1,
2001, is hereto attached as Exhibit 99.2. The forms of certificates
representing shares of the Company's common stock and series A participating
convertible redeemable preferred stock, which include the ownership limitations
and transfer restrictions approved by stockholders at the special stockholders'
meeting held on August 1, 2001, are attached hereto as Exhibits 99.3 and 99.4.
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 August 1, 2001.
99.2 Amendment to Company's Charter.
99.3 Form of common stock certificate.
99.4 Form of series A participating convertible redeemable
preferred stock certificate.
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