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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the plan year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
- - --- EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-13777
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
GETTY REALTY CORP.
Suite 103
125 Jericho Turnpike
Jericho, New York 11753
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REQUIRED INFORMATION
Financial Statements, Supplemental Schedules and Exhibits as follows:
1. Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 2000 and 1999
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 2000
Notes to Financial Statements
2. Exhibits: None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Plan has duly caused this annual report to be signed on
its behalf by the undersigned, hereunto duly authorized.
GETTY REALTY CORP.
RETIREMENT AND
PROFIT SHARING PLAN
Dated: June 27, 2001
By: Getty Realty Corp.
Retirement Plan Committee
and Plan Administrator
By: /s/ LEO LIEBOWITZ
---------------------------
Leo Liebowitz
By: /s/ THOMAS J. STIRNWEIS
---------------------------
Thomas J. Stirnweis
By: /s/ RANDI YOUNG FILIP
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Randi Young Filip
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Financial Statements
as of December 31, 2000 and 1999
and for the year ended December 31, 2000
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INDEX TO FINANCIAL STATEMENTS
PAGE
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Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 2000 3
Notes to Financial Statements 4 - 10
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999
(in thousands)
2000
----------------------------------------------------------------------------------------------------
Fixed MassMutual Getty MassMutual Destiny
--------------------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
Assets:
Investments, at fair
value (Note 3) $2,305 $388 $817 $25 $59 $84 $210
Employee loans 0 0 0 0 0 0 0
Contributions
receivable:
Employer 2 2 3 0 1 1 1
Employee 1 1 0 0 0 0 0
----------- ------------ ------------ ------------ ------------ ----------- -----------
3 3 3 0 1 1 1
Cash 0 0 36 0 0 0 0
----------- ------------ ------------ ------------ ------------ ----------- -----------
Net assets available
for plan benefits $2,308 $391 $856 $25 $60 $85 $211
=========== ============ ============ ============ ============ =========== ===========
2000
-----------------------------------------------------------------------------------
Fidelity T. Rowe Price American Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-Transit Total
------ ------ ------ ----- ---------- -----
Assets:
Investments, at fair
value (Note 3) $134 $98 $131 $ 0 $ 0 $4,251
Employee loans 0 0 0 14 0 14
Contributions
receivable:
Employer 2 1 1 0 0 14
Employee 0 0 1 0 0 3
----------- ----------- ----------- ----------- ----------- -----------
2 1 2 0 0 17
Cash 0 0 0 0 8 44
----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for plan benefits $136 $99 $133 $14 $8 $4,326
=========== =========== =========== =========== =========== ===========
1999
--------------------------------------------------------------------------------------------------------
Fixed MassMutual Getty MassMutual Destiny
------------------------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
Assets:
Investments, at fair $2,454 $498 $581 $160 $19 $13 $237
value (Note 3)
0 0 0 0 0 0 0
Employee loans
Contributions
receivable: 1 2 2 0 0 0 2
Employer 1 1 0 0 0 0 1
Employee ----------- ------------ ------------ ------------- ------------ ------------ ------------
2 3 2 0 0 0 3
0 0 5 0 0 0 0
Cash ----------- ------------ ------------ ------------- ------------ ------------ ------------
Net assets available $2,456 $501 $588 $160 $19 $13 $240
for plan benefits =========== ============ ============ ============= ============ ============ ============
1999
--------------------------------------------------------------------------------------------
Fidelity T. Rowe Price American Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-Transit Total
------ ------ ------ ----- ---------- -----
Assets:
Investments, at fair
value (Note 3) $68 $33 $64 $ 0 $ 0 $4,127
Employee loans 0 0 0 14 0 14
Contributions
receivable:
Employer 2 1 1 0 0 11
Employee 0 0 0 0 0 3
------------ ------------ ------------- ------------ ------------ -------------
2 1 1 0 0 14
Cash 0 0 0 0 7 12
------------ ------------ ------------- ------------ ------------ -------------
Net assets available
for plan benefits $70 $34 $65 $14 $7 $4,167
============ ============ ============= ============ ============ =============
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2000
(in thousands)
Fixed MassMutual Getty MassMutual Destiny
----------------------------------------------------
Income Core Equity Common Stock Conservative Moderate Aggressive Equity
Fund A Fund B Fund C Fund D Fund E Fund F Fund G
------ ------ ------ ------ ------ ------ ------
Contributions:
Employer $ 6 $ 6 $ 3 $ 0 $ 2 $ 1 $ 3
Employee 10 10 0 1 3 3 10
------- ------- ------- ------- ------- ------- -------
16 16 3 1 5 4 13
------- ------- ------- ------- ------- ------- -------
Investment income:
Interest and dividend income 158 0 26 0 0 0 0
Net investment gain (loss)
from pooled separate accounts 0 7 0 4 1 (4) (6)
Net appreciation (depreciation)
of investments 0 0 248 0 0 0 0
------- ------- ------- ------- ------- ------- -------
158 7 274 4 1 (4) (6)
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Transfers from (to) other funds, net (322) (133) 2 (140) 35 72 (36)
Withdrawals 0 0 (11) 0 0 0 0
------- ------- ------- ------- ------- ------- -------
Net additions (reductions) (148) (110) 268 (135) 41 72 (29)
Net assets available for plan
benefits as of January 1, 2000 2,456 501 588 160 19 13 240
------- ------- ------- ------- ------- ------- -------
Net assets available for plan
benefits as of December 31, 2000 $ 2,308 $ 391 $ 856 $ 25 $ 60 $ 85 $ 211
======= ======= ======= ======= ======= ======= =======
Fidelity T. Rowe Price American Century
Contrafund New Horizons Ultra
Fund H Fund I Fund J Loans In-transit Total
------ ------ ------ ----- ---------- -----
Contributions:
Employer $ 6 $ 3 $ 3 $ 0 $ 0 $ 33
Employee 11 5 7 0 0 60
------- ------- ------- ------- ------- -------
17 8 10 0 0 93
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Investment income:
Interest and dividend income 0 0 0 2 1 187
Net investment gain (loss)
from pooled separate accounts (11) (9) (27) 0 0 (45)
Net appreciation (depreciation)
of investments 0 0 0 0 0 248
------- ------- ------- ------- ------- -------
(11) (9) (27) 2 1 390
------- ------- ------- ------- ------- -------
Transfers from (to) other funds, net 60 66 85 (2) 313 0
Withdrawals 0 0 0 0 (313) (324)
------- ------- ------- ------- ------- -------
Net additions (reductions) 66 65 68 0 1 159
Net assets available for plan
benefits as of January 1, 2000 70 34 65 14 7 4,167
------- ------- ------- ------- ------- -------
Net assets available for plan
benefits as of December 31, 2000 $ 136 $ 99 $ 133 $ 14 $ 8 $ 4,326
======= ======= ======= ======= ======= =======
See accompanying notes.
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements
1. Description of Plan
The following brief description of the Getty Realty Corp. Retirement
and Profit Sharing Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan Agreement for more complete
information.
The Plan is a defined contribution plan covering all employees age
twenty-one and older of Getty Realty Corp. and its wholly-owned subsidiaries
(the "Company"), who have completed one year of service (six months of service
to be eligible to participate in 401(k) election), except those covered by a
collective bargaining agreement or other retirement plan sponsored by the
Company (see Note 7). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) and commencing in 2000 is
considered a "Small Plan". In 1987, the Plan was amended to provide for the
benefits available under Section 401(k) of the Internal Revenue Code.
Employees may make contributions to the Plan (limited to a maximum
contribution of $10,500 for 2000) and the Company matches an amount equal to the
lesser of 50% of such employee contributions or 3% of compensation (limited to
$170,000). The Company may also make a profit sharing contribution to the Plan
at the discretion of the Company's Board of Directors. The profit sharing
contribution for the year ended December 31, 2000 was $13,270.
The Plan provides for a participant directed investment program.
Contributions to the Plan, including the employer match, may be invested in
twelve available investment funds allocated in multiples of 5% at the election
of the employee as follows:
Fund A, The Fixed Income Investment Fund, consists primarily of fixed
income obligations of Massachusetts Mutual Life Insurance Company
("Massachusetts Mutual") and, accordingly, is subject to its credit worthiness
(Massachusetts Mutual has been rated A++ by A.M. Best Company and Aa1 by Moody's
Investors Service). Massachusetts Mutual maintains the contributions and related
accumulated investment earnings in an unallocated fund which earns interest at a
minimum guaranteed rate of return which is revised at the beginning of each
contract year (6.82% and 6.85% average interest rates for the years ended
December 31, 2000 and 1999, respectively).
Fund B, The Core Equity Fund, holds Class S shares of MassMutual Core
Equity Fund, a MassMutual Institutional Fund, which invests in undervalued
dividend-paying stocks of large well established U.S. companies. Massachusetts
Mutual maintains the contributions and related accumulated investment earnings
in a pooled separate investment account which is not guaranteed as to either
principal or a stated rate of investment return.
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Fund C, The Getty Common Stock Fund, consists of common stock of the
Company and also included common stock of Getty Petroleum Marketing Inc.
("Marketing") resulting from the March 21, 1997 spin-off of the Company's
petroleum marketing business to its stockholders. Participants that were
invested in the Fund on March 21, 1997 were allocated one share of Marketing
common stock for each share of Company common stock then held in the Fund. The
Plan does not provide for the acquisition of additional shares of Marketing
common stock. On December 8, 2000, a U.S. subsidiary of OAO Lukoil acquired in a
tender offer approximately 72% of Marketing's common stock and on January 25,
2001 acquired by merger the remaining common stock of Marketing. Accordingly,
the shares of Marketing common stock held by the plan were liquidated in
December 2000. The Fund is administered by the Company and is not guaranteed as
to either principal or a stated rate of investment return.
Funds D through G are four Destiny Asset Allocation Funds. Each of the
Destiny Funds, namely, Conservative, Moderate, Aggressive, and Equity has its
own investment strategy and risk characteristics. The Destiny Funds are pooled
separate investment accounts and are managed by Massachusetts Mutual. The
investments of each Fund are allocated, within targeted ranges, among ten mutual
funds managed by MassMutual Institutional Funds, Oppenheimer Funds, Inc. and
David L. Babson & Co., Inc. The MassMutual Institutional Funds include an
international stock fund, a small capitalization U.S. stock fund, a large
capitalization U.S. stock fund, an S&P 500 indexed equity fund, an intermediate
bond fund, a short-term bond fund and a cash fund. The Oppenheimer funds include
a value and fixed-income bond fund. The David L. Babson fund is a growth fund.
The Destiny Funds are not guaranteed as to either principal or a stated rate of
return.
Fund D, The Conservative Fund, is invested primarily in domestic
common stocks, publicly traded bonds and short-term interest bearing investments
with a focus on income and capital preservation.
Fund E, The Moderate Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks, publicly traded
bonds and short-term interest bearing investments with a focus on achieving
growth through a balance of income and capital appreciation.
Fund F, The Aggressive Fund, invests primarily in domestic and foreign
common stocks, including small capitalization common stocks, publicly traded
bonds and short-term interest bearing investments with a focus on capital
appreciation.
Fund G, The Equity Fund, invests primarily in domestic and foreign
common stocks, including small and large capitalization common stocks.
Funds H through J are three funds which hold units in independently
managed mutual
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
funds. Massachusetts Mutual maintains the contributions and related accumulated
investment earnings in pooled separate investment accounts which are not
guaranteed as to either principal or a stated rate of investment return.
Fund H, The Contrafund Fund, holds shares of Fidelity Contrafund, a
mutual fund which invests mainly in undervalued common stocks of companies
experiencing improved fundamentals. The portfolio emphasizes both well-known and
lesser-known companies that are not currently favored by the public, but which
show potential for capital appreciation due to positive changes or turnarounds
that are underway. The portfolio for the underlying fund is managed by Fidelity
Management and Research Company with a focus on growth over the long term.
Fund I, The New Horizons Fund, holds shares of T. Rowe Price New
Horizons Fund, a mutual fund which invests mainly in common stocks of small,
fast growing companies. The portfolio emphasizes young, emerging growth
companies which have the potential to become major companies in the future. The
portfolio for the underlying fund is managed by T. Rowe Price with a focus on
growth over the long term.
Fund J, The Ultra Fund, holds shares of American Century Ultra Fund, a
mutual fund which invests mainly in common stocks of the fastest growing
companies in the market with earnings and revenue growing at accelerating rates,
and those most likely to appreciate in market value. The portfolio emphasizes
mid-sized to large-sized companies. The portfolio for the underlying fund is
managed by American Century Investment Management, Inc. with a focus on growth
over the long term.
Fund M, The Schwab S&P 500 Index Fund and Fund N, The American Century
International Growth Fund were added to the Plan's available investment funds
during the year. There has been minimal participation in these funds through
December 31, 2000.
Fund M, The Schwab S&P 500 Index Fund, holds shares of the Schwab S&P
500 Index Fund, a mutual fund which invests in the same stocks that make up the
S&P 500 index and in the same relative weightings that each stock is in the
index. The portfolio for the underlying fund is managed by Charles Schwab with a
focus on achieving a total rate of return comparable to the S&P 500 Index.
Fund N, The American Century International Growth Fund, holds shares
of American Century International Growth Fund which invests in the stocks of
developed foreign companies outside the United States and domestic stocks. The
portfolio for the underlying fund is managed by American Century Investment
Management, Inc. with a focus on growth over the long term.
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
Under the loan provision, employees are permitted to borrow between
$500 and the lesser of $50,000 or 50% of the participant's vested account
balance for personal reasons reflecting important financial needs. The interest
rate charged is fixed at the prime rate in effect at the beginning of the month
the loan is requested plus 1% and repayment is made by payroll deduction. The
employee is charged a $75 loan initiation fee for each loan from the plan. Loans
are required to be repaid over a maximum period of five years, unless the loan
is used to purchase a principal residence, in which case the maximum period is
fifteen years. Loans may be repaid in full before their maturity date. However,
all loans must be repaid upon cessation of employment and, if not repaid within
90 days, the unpaid balance of principal and interest is charged against the
participant's vested account balance.
The in-transit account is a money market fund which is utilized to
affect transfers between Funds and for participant withdrawals.
Employees are only permitted to withdraw deferred cash contributions made to the
Plan subsequent to October 1, 1987 under the provisions of Section 401(k) of the
Internal Revenue Code for "financial hardships", as defined by the Internal
Revenue Code. Employees may withdraw their voluntary contributions, including
the vested portion of employer matching contributions, once per calendar year,
although they will be subject to certain suspension periods with respect to
making future contributions. Employees may withdraw all or part of their account
balances attributable to additional and rollover contributions without penalty.
Rollover contributions cannot be withdrawn unless they have been in the Plan for
a minimum of two years. Profit sharing contributions may not be withdrawn while
the employee is employed by the Company.
Employee contributions (including related accumulated investment
earnings) are 100% vested. Employer contributions (including related accumulated
investment earnings) vest in accordance with the following schedule:
Years of Service Percent Vested
---------------- --------------
2 years 20%
3 years 40
4 years 60
5 years 80
6 or more years 100
Upon termination of employment, the non-vested portion of employer
contributions, if any, will be forfeited by the employee and applied to reduce
the Company's future contributions.
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
2. Summary of significant accounting policies
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and include estimated amounts. While all available information has been
considered, actual amounts could differ from those estimates.
The investments in the Fixed Income Investment Fund, the Core Equity
Fund, the Destiny Asset Allocation Funds, the Contrafund Fund, the New Horizons
Fund and the Ultra Fund are stated at current fair value as reported by
Massachusetts Mutual using quoted market prices or good faith estimates if
quoted market prices are not available. The Employer Common Stock Fund, The
Schwab S&P 500 Index Fund and The American Century International Growth Fund are
valued at published market prices.
The Plan presents in the Statement of Changes in Net Assets Available
for Plan Benefits the net investment gain (loss) from pooled separate accounts,
and the net appreciation (depreciation) in the fair value of investments, which
consists of the realized gains (losses) and the unrealized appreciation
(depreciation) on those investments held by the Getty Common Stock Fund.
Under the terms of the Plan, the Company has elected to pay the
administrative expenses of the Plan.
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
3. Investments
The following summarizes the fair value of the Plan's investments as
of December 31, 2000 and 1999 (in thousands):
2000 1999
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Fund A:
Fixed Income Investment
Fund (a)(b) $2,305 $ 2,454
Fund B:
Core Equity Fund (a)(b) 388 498
Fund C:
Getty Realty Corp.
Common Stock,
$.01 par value (b)(c) 817 528
Getty Petroleum Marketing Inc.
Common Stock,
$.01 par value (d)(e) - 53
Fund D:
Destiny Asset Allocation
Fund - Conservative (a) 25 160
Fund E:
Destiny Asset Allocation
Fund - Moderate (a) 59 19
Fund F:
Destiny Asset Allocation
Fund - Aggressive (a) 84 13
Fund G:
Destiny Asset Allocation
Fund - Equity (a) 210 237
Fund H:
Contrafund Fund (a) 134 68
Fund I:
New Horizons Fund (a) 98 33
Fund J:
Ultra Fund (a) 131 64
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$4,251 $ 4,127
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GETTY REALTY CORP.
RETIREMENT AND PROFIT SHARING PLAN
Notes to Financial Statements, Continued
(a) Fair value determined by Massachusetts Mutual.
(b) Fund balance represents more than 5% of the Plan's net assets available
for plan benefits.
(c) The market value of the Company's common stock was $15.125 per share
and $11.875 per share as of December 31, 2000 and 1999, respectively.
(d) The market value of Marketing's common stock was $2.4375 per share as
of December 31, 1999.
(e) There was no investment in the fund at December 31, 2000.
4. Termination Priorities
While the Company has not expressed any intent to discontinue its
contributions, the Board of Directors of the Company is free to do so at any
time, subject to the requirements of ERISA. In the event such discontinuance
results in the termination of the Plan, the net assets of the Plan will be
distributed to the participants and beneficiaries of the Plan under the terms of
the Plan.
5. Income Tax Status
On March 18, 1997, the Internal Revenue Service informed the Company
that the Plan was a qualified plan under Section 401(a) of the Internal Revenue
Code.
6. Reconciliation to Form 5500
In accordance with accounting principles generally accepted in the
United States of America, the Plan has not recorded a liability for amounts
allocated to participants who have withdrawn from the Plan and for which
disbursement of those funds has not been made by year end. The Department of
Labor requires the recording of a liability for benefit claims payable in Form
5500. As of December 31, 2000 and 1999, there were no benefit claims payable
recorded on the Form 5500 for employees who have elected to withdraw from the
Plan.
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