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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2001
REGISTRATION NO. 333-63060
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
ON
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
GETTY REALTY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 11-3412575
STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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125 JERICHO TURNPIKE
SUITE 103
JERICHO, NEW YORK 11753
516-338-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RANDI YOUNG FILIP, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
125 JERICHO TURNPIKE
SUITE 103
JERICHO, NEW YORK 11753
516-338-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
MARC D. BASSEWITZ, ESQ. EDWARD F. PETROSKY, ESQ.
LATHAM & WATKINS JAMES O'CONNOR, ESQ.
SEARS TOWER SIDLEY AUSTIN BROWN & WOOD LLP
233 SOUTH WACKER DRIVE -- SUITE 5800 ONE WORLD TRADE CENTER
CHICAGO, ILLINOIS 60606 NEW YORK, NY 10048-0557
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY SECURITIES IN
ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 2, 2001
PROSPECTUS
[GETTY LOGO]
GETTY REALTY CORP.
$150,000,000
PREFERRED STOCK AND COMMON STOCK
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We may from time to time offer an aggregate public offering price of up
to $150,000,000 of shares of our preferred stock, par value $0.01 per share, or
our common stock, par value $0.01 per share, on terms to be determined at the
time of the offering.
Our preferred stock or common stock may be offered separately or
together, in separate classes or series, in amounts, at prices and on terms to
be set forth in a supplement to this prospectus.
The specific terms of the securities offered by this prospectus will be
set forth in each prospectus supplement and will include, where applicable:
- in the case of our preferred stock, the specific title and stated
value, any dividend, liquidation, redemption, conversion, voting and
other rights, and any initial public offering price; and
- in the case of our common stock, any initial public offering price.
In addition, the specific terms may include limitations on direct or
beneficial ownership and restrictions on transfer of the securities offered by
this prospectus. These limitations are customary and appropriate to permit us to
elect and thereafter preserve our status as a real estate investment trust, or
REIT, for federal income tax purposes.
Each prospectus supplement will also contain information, where
applicable, about United States federal income tax considerations, and any
exchange listing of, the securities covered by the prospectus supplement.
The securities offered by this prospectus may be offered directly or to
or through underwriters or dealers. If any underwriters are involved in the sale
of any of the securities offered by this prospectus, their names, and any
applicable purchase price, fee, commission or discount arrangement between or
among them, will be set forth, or will be calculable from the information set
forth, in the applicable prospectus supplement. None of the securities offered
by this prospectus may be sold without delivery of the applicable prospectus
supplement describing the method and terms of the offering of those securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is , 2001.
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TABLE OF CONTENTS
PAGE
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........... i
THE COMPANY................................................. 1
USE OF PROCEEDS............................................. 2
DESCRIPTION OF COMMON STOCK................................. 2
DESCRIPTION OF PREFERRED STOCK.............................. 3
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK
DIVIDENDS................................................. 8
PLAN OF DISTRIBUTION........................................ 8
LEGAL MATTERS............................................... 9
EXPERTS..................................................... 9
WHERE CAN YOU FIND MORE INFORMATION......................... 9
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........... 10
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You should rely only on the information contained or incorporated by
reference in this prospectus and the applicable prospectus supplement. We have
not authorized any other person to provide you with different or additional
information. If anyone provides you with different or additional information,
you should not rely on it. We are not making an offer to sell securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and the applicable prospectus
supplement is accurate only as of the date on the front cover of this prospectus
and the applicable prospectus supplement. Our business, financial condition,
results of operations and prospects may have changed since these dates.
Unless otherwise indicated, the terms "Getty," "we," "us," and "our" refer
to Getty Realty Corp. and, where appropriate, our subsidiaries.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
prospectus or in the applicable prospectus supplement constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These factors include, among others, the following:
risks associated with owning and leasing real estate generally; risks related to
our businesses and our lessees; renewal of leases and re-letting of properties;
risks relating to potential REIT election and failure to qualify after such an
election; uninsured losses; environmental matters; risks relating to the payment
of dividends and appreciation of equity; and other factors referenced in this
prospectus and in the applicable prospectus supplement.
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.
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THE COMPANY
We are 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 May 31, 2001, we owned 749
properties and leased 342 additional properties in 13 states located principally
in the northeastern United States. Substantially all 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.
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. 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. Over the past five years, Marketing has distributed on average over one
billion gallons of petroleum products per year. Marketing purchases petroleum
products principally from refiners and distributes them via its network of 9
terminal facilities, 36 throughput and exchange locations and approximately
1,300 retail outlets. Marketing leases approximately 1,000 retail outlets and 9
terminal facilities from us. Marketing reported annual sales and operating
revenue of $832 million, $661 million and $891 million for its fiscal years
ended January 31, 2000, 1999 and 1998, respectively. Based on Marketing's
publicly available audited financial information, we believe that Marketing
generated average annual EBITDAR (earnings before interest, taxes, depreciation,
amortization and rent expense) of approximately $77 million during this
three-year period, and its ratio of EBITDAR to the sum of its rent and interest
expense averaged 1.32x.
In connection with Lukoil's acquisition of Marketing, we renegotiated our
long-term master lease and other arrangements with Marketing. The master lease
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. We expect to receive approximately $57.5 million in lease rental
from Marketing in 2001, and the master lease provides for annual 2% increases.
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 for
at least the first three years of the lease are guaranteed by Lukoil (subject to
governmental approvals) 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.
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marketing territory. We have also licensed the trademarks to Marketing on a
non-exclusive basis outside that territory, subject to a gallonage based
royalty.
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 45 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.
As previously reported in our filings under the Securities Exchange Act of
1934, our board of directors continues to evaluate the merits of electing to be
taxed as a REIT. If we were to elect REIT status, we would be required to make a
special distribution in an amount at least equal to our accumulated "earnings
and profits" (as defined in the Internal Revenue Code) from the years during
which we have operated as a taxable corporation, which was approximately $55
million as of December 31, 2000. This distribution would be made to our common
and series A preferred stockholders, and may include additional amounts
representing our "earnings and profits" since January 1, 2001. If we determine
to elect REIT status, we expect to fund any "earnings and profits" distribution
with a portion of the net proceeds from a sale of securities offered by this
prospectus and an applicable prospectus supplement. Payment of the distribution
would be conditioned on the closing of such offering. If we declare an "earnings
and profits" distribution, purchasers of securities issued under this prospectus
would not receive any portion of the distribution.
Our executive offices are located at 125 Jericho Turnpike, Suite 103,
Jericho, New York 11753, and our telephone number is 516-338-2600.
USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus to repay outstanding indebtedness, to acquire additional petroleum
marketing properties and related facilities as suitable opportunities arise and
for general corporate purposes. If we determine to elect REIT status, we intend
to use a portion of the net proceeds from a sale of securities offered by this
prospectus and an applicable prospectus supplement to make an "earnings and
profits" distribution to our stockholders as more fully described above.
Purchasers of securities issued under this prospectus would not participate in
any "earnings and profits" distribution.
DESCRIPTION OF COMMON STOCK
We have the authority to issue 50,000,000 shares of common stock, par value
$0.01 per share. At April 19, 2001, we had outstanding 12,548,287 shares of
common stock. Our common stock is traded on the New York Stock Exchange under
the symbol "GTY". The registrar and transfer agent for our common stock is
Registrar and Transfer Company.
The following description of our common stock sets forth certain general
terms and provisions of the common stock to which any prospectus supplement may
relate, including a prospectus supplement providing that common stock will be
issuable upon conversion of our preferred stock. The statements below describing
the common stock are in all respects subject to and qualified in their entirety
by reference to the applicable provisions of our charter and bylaws.
Holders of our common stock will be entitled to receive dividends when, as
and if declared, out of assets legally available therefor. Payment and
declaration of dividends on the common stock and purchases of shares thereof by
us will be subject to certain restrictions if we fail to pay dividends on our
preferred stock. Upon our liquidation, dissolution or winding up, holders of
common stock will be entitled to share equally and ratably in any assets
available for distribution to them, after payment or provision for payment
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of our debts and other liabilities and the preferential amounts owing with
respect to any of our outstanding preferred stock. The common stock will possess
ordinary voting rights for the election of directors and in respect of other
corporate matters, with each share entitling the holder thereof to one vote.
Holders of common stock will not have cumulative voting rights in the election
of directors, which means that holders of more than 50% of all of the shares of
our common stock voting for the election of directors will be able to elect all
of the directors if they choose to do so and, accordingly, the holders of the
remaining shares will be unable to elect any directors. Holders of shares of
common stock will not have preemptive rights, which means they have no right to
acquire any additional shares of common stock that may be issued by us at a
subsequent date. The common stock will, when issued, be fully paid and
nonassessable and will not be subject to preemptive or similar rights.
Under Maryland law and our charter, a distribution (whether by dividend,
redemption or other acquisition of shares) to holders of shares of our common
stock may be made only if, after giving effect to the distribution, our total
assets are greater than our total liabilities plus the amount necessary to
satisfy the preferential rights upon dissolution of stockholders whose
preferential rights on dissolution are superior to the holders of common stock.
We have complied with this requirement in all of our prior distributions to
holders of common stock.
DESCRIPTION OF PREFERRED STOCK
We are authorized to issue 20,000,000 shares of preferred stock, par value
$0.01, of which 3,000,000 shares are designated as series A participating
convertible redeemable preferred stock. At April 19, 2001, we had outstanding
2,865,768 shares of series A preferred stock.
Under our charter, our board of directors may from time to time establish
and issue one or more classes or series of preferred stock and fix the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption (including sinking fund provisions).
The following description of our preferred stock sets forth certain general
terms and provisions of our preferred stock to which any prospectus supplement
may relate. The statements below describing the preferred stock are in all
respects subject to and qualified in their entirety by reference to the
applicable provisions of our charter (including the applicable articles
supplementary) and bylaws.
GENERAL
Subject to limitations prescribed by Maryland law and our charter, our
board of directors is authorized to fix the number of shares constituting each
class or series of preferred stock and the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption. The
preferred stock will, when issued, be fully paid and nonassessable and will not
have, or be subject to, any preemptive or similar rights.
You should refer to the prospectus supplement relating to the class or
series of preferred stock offered thereby for specific terms, including:
(1) The class or series, title and stated value of that preferred stock;
(2) The number of shares of that preferred stock offered, the liquidation
preference per share and the offering price of that preferred stock;
(3) The dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to that preferred stock;
(4) Whether dividends on that preferred stock shall be cumulative or not
and, if cumulative, the date from which dividends on that preferred
stock shall accumulate;
(5) The procedures for any auction and remarketing, if any, for that
preferred stock;
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(6) Provisions for a sinking fund, if any, for that preferred stock;
(7) Provisions for redemption, if applicable, of that preferred stock;
(8) Any listing of that preferred stock on any securities exchange;
(9) The terms and conditions, if applicable, upon which that preferred
stock will be convertible into our common stock, including the
conversion price (or manner of calculation thereof);
(10) A discussion of certain federal income tax considerations applicable
to that preferred stock;
(11) Any limitations on actual, beneficial or constructive ownership and
restrictions on transfer of that preferred stock and, if convertible,
the related common stock, in each case as may be appropriate to
preserve our status as a REIT; and
(12) Any other material terms, preferences, rights, limitations or
restrictions of that preferred stock.
RANK
Unless otherwise specified in the applicable prospectus supplement, the
preferred stock will, with respect to rights to the payment of dividends and
distribution of our assets and rights upon our liquidation, dissolution or
winding up, rank:
(1) senior to all classes or series of our common stock and to all of our
equity securities the terms of which provide that those equity
securities are subordinated to the preferred stock;
(2) on a parity with all of our equity securities other than those
referred to in clauses (1) and (3); and
(3) junior to all of our equity securities which the terms of that
preferred stock provide will rank senior to it.
DIVIDENDS
Holders of shares of our preferred stock of each class or series shall be
entitled to receive, when, as and if declared, out of our assets legally
available for payment, cash dividends at rates and on dates as will be set forth
in the applicable prospectus supplement. Each dividend shall be payable to
holders of record as they appear on our stock transfer books on the record dates
as shall be fixed by our board of directors.
Dividends on any class or series of our preferred stock may be cumulative
or non-cumulative, as provided in the applicable prospectus supplement.
Dividends, if cumulative, will accumulate from and after the date set forth in
the applicable prospectus supplement. If our board of directors fails to
authorize a dividend payable on a dividend payment date on any class or series
of our preferred stock for which dividends are noncumulative, then the holders
of that class or series of our preferred stock will have no right to receive a
dividend in respect of the dividend period ending on that dividend payment date,
and we will have no obligation to pay the dividend accrued for that period,
whether or not dividends on that class or series are declared payable on any
future dividend payment date.
If any shares of our preferred stock of any class or series are
outstanding, no full dividends shall be authorized or paid or set apart for
payment on our preferred stock of any other class or series ranking, as to
dividends, on a parity with or junior to the preferred stock of that class or
series for any period unless:
(1) if that class or series of preferred stock has a cumulative
dividend, full cumulative dividends have been or contemporaneously
are authorized and paid or authorized and a sum sufficient for the
payment thereof set part for that payment on the preferred stock
of that class or series for all past dividend periods and the then
current dividend period, or
(2) if that class or series of preferred stock does not have a
cumulative dividend, full dividends for the then current dividend
period have been or contemporaneously are authorized and
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paid or authorized and a sum sufficient for the payment thereof
set apart for that payment on the preferred stock of that class or
series.
When dividends are not paid in full (or a sum sufficient for their full
payment is not so set apart) upon the shares of preferred stock of any class or
series and the shares of any other class or series of preferred stock ranking on
a parity as to dividends with the preferred stock of that class or series, all
dividends declared upon shares of preferred stock of that class or series and
any other class or series of preferred stock ranking on a parity as to dividends
with that preferred stock shall be authorized pro rata so that the amount of
dividends authorized per share on the preferred stock of that class or series
and that other class or series of preferred stock shall in all cases bear to
each other the same ratio that accrued and unpaid dividends per share on the
shares of preferred stock of that class or series (which shall not include any
accumulation in respect of unpaid dividends for prior dividend periods if that
preferred stock does not have a cumulative dividend) and that other class or
series of preferred stock bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on preferred stock of that series that may be in arrears.
Except as provided in the immediately preceding paragraph, unless: (1) if
that class or series of preferred stock has a cumulative dividend, full
cumulative dividends on the preferred stock of that class or series have been or
contemporaneously are authorized and paid or authorized and a sum sufficient for
the payment thereof set apart for payment for all past dividend periods and the
then current dividend period; and (2) if that class or series of preferred stock
does not have a cumulative dividend, full dividends on the preferred stock of
that class or series have been or contemporaneously are authorized and paid or
authorized and a sum sufficient for the payment thereof set aside for payment
for the then current dividend period, then no dividends (other than in our
common stock or other stock ranking junior to the preferred stock of that class
or series as to dividends and upon our liquidation, dissolution or winding up)
shall be authorized or paid or set aside for payment or other distribution shall
be authorized or made upon our common stock or any of our other stock ranking
junior to or on a parity with the preferred stock of that class or series as to
dividends or upon liquidation, nor shall any common stock or any of our other
stock ranking junior to or on a parity with the preferred stock of such class or
series as to dividends or upon our liquidation, dissolution or winding up be
redeemed, purchased or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of that stock) by us (except by conversion into or exchange for other of our
stock ranking junior to the preferred stock of that class or series as to
dividends and upon our liquidation, dissolution or winding up).
Any dividend payment made on shares of a class or series of preferred stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to shares of that class or series which remains payable.
REDEMPTION
If the applicable prospectus supplement so states, the shares of preferred
stock will be subject to mandatory redemption or redemption at our option, in
whole or in part, in each case on the terms, at the times and at the redemption
prices set forth in that prospectus supplement.
The prospectus supplement relating to a class or series of preferred stock
that is subject to mandatory redemption will specify the number of shares of
that preferred stock that shall be redeemed by us in each year commencing after
a date to be specified, at a redemption price per share to be specified,
together with an amount equal to all accrued and unpaid dividends thereon (which
shall not, if that preferred stock does not have a cumulative dividend, include
any accumulation in respect of unpaid dividends for prior dividend periods) to
the date of redemption. The redemption price may be payable in cash or other
property, as specified in the applicable prospectus supplement. If the
redemption price for preferred stock of any series is payable only from the net
proceeds of the issuance of our stock, the terms of that preferred stock may
provide that, if no such stock shall have been issued or to the extent the net
proceeds from any issuance are insufficient to pay in full the aggregate
redemption price then due, that preferred stock shall
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automatically and mandatorily be converted into shares of our applicable stock
pursuant to conversion provisions specified in the applicable prospectus
supplement. Notwithstanding the foregoing, unless:
(1) that class or series of preferred stock has a cumulative dividend, full
cumulative dividends on all outstanding shares of any class or series
of preferred stock shall have been or contemporaneously are authorized
and paid or authorized and a sum sufficient for the payment thereof set
apart for payment for all past dividend periods and the then current
dividend period; or
(2) that class or series of preferred stock does not have a cumulative
dividend, full dividends on the outstanding preferred stock of any
class or series have been or contemporaneously are authorized and paid
or authorized and a sum sufficient for the payment thereof set apart
for payment for the then current dividend period; then
(x) no shares of any class or series of preferred stock shall be redeemed unless
all outstanding shares of preferred stock of that class or series are
simultaneously redeemed; provided, however, that the foregoing shall not prevent
the purchase or acquisition of shares of preferred stock of that class or series
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of preferred stock of that class or series; and (y) we
shall not purchase or otherwise acquire directly or indirectly any shares of
preferred stock of that class or series (except by conversion into or exchange
for our stock ranking junior to the preferred stock of that class or series as
to dividends and upon our liquidation, dissolution or winding up).
If fewer than all of the outstanding shares of preferred stock of any class
or series are to be redeemed, the number of shares to be redeemed will be
determined by us and those shares may be redeemed pro rata from the holders of
record of those shares in proportion to the number of those shares held by those
holders (with adjustments to avoid redemption of fractional shares) or any other
equitable method determined by us that will not violate any applicable stock
ownership restrictions.
Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of record of a share of preferred
stock of any class or series to be redeemed at the address shown on our stock
transfer books. Each notice shall state:
(1) the redemption date;
(2) the number of shares and class or series of the preferred stock to be
redeemed;
(3) the redemption price;
(4) the place or places where certificates for that preferred stock are to
be surrendered for payment of the redemption price;
(5) that dividends on the shares to be redeemed will cease to accrue on
that redemption date; and
(6) the date upon which the holder's conversion rights, if any, as to those
shares shall terminate.
If fewer than all the shares of preferred stock of any class or series are
to be redeemed, the notice mailed to each holder thereof shall also specify the
number of shares of preferred stock to be redeemed from each holder. If notice
of redemption of any shares of preferred stock has been given and if the funds
necessary for that redemption have been set apart by us in trust for the benefit
of the holders of any shares of preferred stock so called for redemption, then
from and after the redemption date dividends will cease to accrue on those
shares of preferred stock, those shares of preferred stock shall no longer be
deemed outstanding and all rights of the holders of those shares will terminate,
except the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon our voluntary or involuntary liquidation, dissolution or winding up,
then, before any distribution or payment shall be made to the holders of any
common stock or any other class or series of our stock ranking junior to that
class or series of preferred stock in the distribution of assets upon our
liquidation,
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dissolution or winding up, the holders of each class or series of preferred
stock shall be entitled to receive out of our assets legally available for
distribution to stockholders liquidating distributions in the amount of the
liquidation preference per share (set forth in the applicable prospectus
supplement), plus an amount equal to all dividends accrued and unpaid thereon
(which shall not include any accumulation in respect of unpaid dividends for
prior dividend periods if that class or series of preferred stock does not have
a cumulative dividend). After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of that class or series of
preferred stock will have no right or claim to any of our remaining assets. If,
upon our voluntary or involuntary liquidation, dissolution or winding up, our
legally available assets are insufficient to pay the amount of the liquidating
distributions on all outstanding shares of that class or series of preferred
stock and the corresponding amounts payable on all shares of other classes or
series of our stock ranking on a parity with that class or series of preferred
stock in the distribution of assets upon our liquidation, dissolution or winding
up, then the holders of that class or series of preferred stock and all other
classes or series of stock shall share ratably in that distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.
If liquidating distributions shall have been made in full to all holders of
shares of that class or series of preferred stock, our remaining assets shall be
distributed among the holders of any other classes or series of stock ranking
junior to that class or series of preferred stock upon our liquidation,
dissolution or winding up, according to their respective rights and preferences
and in each case according to their respective number of shares. For those
purposes, neither our consolidation or merger with or into any other corporation
nor the sale, lease, transfer or conveyance of all or substantially all of our
property or business shall be deemed to constitute our liquidation, dissolution
or winding up.
VOTING RIGHTS
Except as set forth below or as otherwise from time to time required by law
or as indicated in the applicable prospectus supplement, holders of preferred
stock will be entitled to vote together as a single class with the holders of
our common stock on an as-converted basis for each share held of record. Holders
of series A preferred stock have the voting rights as are set forth in our
charter.
Unless provided otherwise for any class or series of preferred stock,
whenever dividends on any shares of that class or series of preferred stock
shall be in arrears for six or more quarterly periods, regardless of whether
those quarterly periods are consecutive, the holders of those shares of that
class or series of preferred stock (voting separately as a class with all other
classes or series of preferred stock upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for the election of two
additional directors to our board of directors (and our entire board of
directors will be increased by two directors) at a special meeting called by one
of our officers at the request of a holder of that class or series of preferred
stock or, if that special meeting is not called by that officer within 30 days,
at a special meeting called by a holder of that class or series of preferred
stock designated by the holders of record of at least 10% of the shares of any
of those classes or series of preferred stock (unless that request is received
less than 90 days before the date fixed for the next annual or special meeting
of the stockholders), or at the next annual meeting of stockholders, and at each
subsequent annual meeting until:
(1) if that class or series of preferred stock has a cumulative dividend,
then all dividends accumulated on those shares of preferred stock for
the past dividend periods and the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment
thereof set apart for payment, or
(2) if that class or series of preferred stock does not have a cumulative
dividend, then all dividends for the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment
thereof set apart for payment.
Unless provided otherwise for any series of preferred stock, so long as any
shares of preferred stock remain outstanding, we shall not, without the
affirmative vote or consent of the holders of at least two-thirds of the shares
of each class or series of preferred stock outstanding at the time, given in
person or by proxy, either in writing or at a meeting (that class or series
voting separately as a class),
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(1) authorize or create, or increase the authorized or issued amount of,
any class or series of stock ranking senior to that class or series of
preferred stock with respect to payment of dividends or the
distribution of assets upon our liquidation, dissolution or winding up
or reclassify any of our authorized stock into those shares, or create,
authorize or issue any obligation or security convertible into or
evidencing the right to purchase those shares; or
(2) amend, alter or repeal the provisions of our charter in respect of that
class or series of preferred stock, whether by merger, consolidation or
otherwise, so as to materially and adversely affect any right,
preference, privilege or voting power of that class or series of
preferred stock or the holders thereof; provided, however, that any
increase in the amount of the authorized preferred stock or the
creation or issuance of any other class or series of preferred stock,
or any increase in the amount of authorized shares of that class or
series, in each case ranking on a parity with or junior to the
preferred stock of that class or series with respect to payment of
dividends and the distribution of assets upon liquidation, dissolution
or winding up, shall not be deemed to materially and adversely affect
those rights, preferences, privileges or voting powers.
The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which that vote would otherwise be required shall
be effected, all outstanding shares of that class or series of preferred stock
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been irrevocably deposited in trust to effect that
redemption.
CONVERSION RIGHTS
The terms and conditions, if any, upon which shares of any class or series
of preferred stock are convertible into common stock will be set forth in the
applicable prospectus supplement relating thereto. Such terms will include the
number of shares of common stock into which the preferred stock is convertible,
the conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at our option or at the option of
the holders of that class or series of preferred stock, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of that class or series of preferred stock.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Our ratios of earnings to combined fixed charges and preferred stock
dividends for the three months ended March 31, 2001, for the eleven months ended
December 31, 2000 and for the years ended January 31, 2000, 1999 and 1998 was
2.3x, 1.6x, 2.1x, 1.3x and 2.5x, respectively. For the year ended January 31,
1997, which predates the spinoff of our petroleum marketing business, earnings
were inadequate to cover fixed charges by approximately $14.4 million.
For purposes of computing these ratios, earnings have been calculated by
adding fixed charges to earnings from continuing operations before income taxes.
Fixed charges consist of interest costs, whether expensed or capitalized, the
interest component of rental expense, and amortization of issue costs, whether
expensed or capitalized.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus to one or more
underwriters for public offering and sale by them or we may sell the securities
offered by this prospectus to investors directly. Any underwriter involved in
the offer and sale of the securities offered by this prospectus will be named in
the applicable prospectus supplement.
Underwriters may offer and sell the securities offered by this prospectus
at a fixed price or prices, which may be changed, at prices related to the
prevailing market prices at the time of sale or at negotiated prices. We also
may, from time to time, authorize underwriters acting as our agents to offer and
sell the
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securities offered by this prospectus upon the terms and conditions as are set
forth in the applicable prospectus supplement. In connection with the sale of
securities offered by this prospectus, underwriters may be deemed to have
received compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of securities
offered by this prospectus for whom they may act as agent. Underwriters may sell
the securities offered by this prospectus to or through dealers, and those
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.
Any underwriting compensation paid by us to underwriters in connection with
the offering of the securities offered by this prospectus, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement. Underwriters and
dealers participating in the distribution of the securities offered by this
prospectus may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the securities
offered by this prospectus may be deemed to be underwriting discounts and
commissions, under the Securities Act. Underwriters and dealers may be entitled,
under agreements entered into with us, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act.
Certain of the underwriters and their affiliates may be customers of,
engage in transactions with, and perform services for us and our subsidiaries in
the ordinary course of business.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Latham & Watkins, Chicago, Illinois and Ballard Spahr Andrews &
Ingersoll, LLP, Baltimore, Maryland. Latham & Watkins and any counsel for any
underwriters or dealers will rely on Ballard Spahr Andrews & Ingersoll, LLP,
Baltimore, Maryland, as to certain matters of Maryland law. Certain members of
Latham & Watkins and their families own beneficial interests in less than 1% of
our common stock. Philip E. Coviello, one of our directors, is a partner of
Latham & Watkins.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Transition Report on Form 10-K for the transition period February 1, 2000 to
December 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE CAN YOU FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or the SEC. Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at the SEC's following public reference facilities:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on
the operations at the public reference facilities. Our SEC
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filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
This prospectus constitutes part of a registration statement on Form S-3
filed by us under the Securities Act. As allowed by SEC rules, this prospectus
does not contain all the information you can find in the registration statement
or the exhibits to the registration statement.
Statements contained in this prospectus as to the contents of any contract
or other document are not necessarily complete, and in each instance reference
is made to the copy of that contract or other document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by that reference and the exhibits and schedules thereto. For further
information about us and the securities offered by this prospectus, you should
refer to the registration statement and such exhibits and schedules which may be
obtained from the SEC at its principal office in Washington, D.C. upon payment
of the fees prescribed by the SEC.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The documents listed below have been filed by us under the Securities
Exchange Act of 1934, as amended, with the SEC and are incorporated by reference
in this prospectus:
- Transition Report on Form 10-K for the transition period February 1, 2000
to December 31, 2000;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; and
- Definitive proxy statement filed on April 27, 2001.
We are also incorporating by reference into this prospectus all documents
that we have filed or will file with the SEC as prescribed by Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act since the date of this
prospectus and prior to the termination of the sale of the securities offered by
this prospectus.
This means that important information about us appears or will appear in
these documents and will be regarded as appearing in this prospectus. To the
extent that information appearing in a document filed later is inconsistent with
prior information, the later statement will control and the prior information,
except as modified or superseded, will no longer be a part of this prospectus.
Copies of all documents which are incorporated by reference in this
prospectus and the applicable prospectus supplement (not including the exhibits
to such information, unless such exhibits are specifically incorporated by
reference) will be provided without charge to each person, including any
beneficial owner of the securities offered by this prospectus, to whom this
prospectus or the applicable prospectus supplement is delivered, upon written or
oral request. Requests should be directed to our secretary, 125 Jericho
Turnpike, Suite 103, Jericho, New York 11753, 516-338-2600.
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[GETTY REALTY CORP. LOGO]
GETTY REALTY CORP.
$150,000,000
PREFERRED STOCK AND COMMON STOCK
-----------------------
PROSPECTUS
-----------------------
, 2001
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15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting discounts and commissions,
in connection with the offerings of the securities are as follows:
Securities Act registration fee............................. $ 37,500.00
Printing and engraving expenses............................. 350,000.00
Legal fees and expenses..................................... 400,000.00
Accounting fees and expenses................................ 250,000.00
New York Stock Exchange listing fees........................ 75,000.00
Miscellaneous............................................... 37,500.00
-------------
$1,150,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
charter of the Company contains such a provision which eliminates such liability
to the maximum extent permitted by Maryland law.
The charter of the Company authorizes it, to the maximum extent permitted
by Maryland law, to obligate itself to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer or (b) any individual who, while a
director of the Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. The bylaws of the Company obligate it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer who is made a party to the proceeding by reason of
his service in that capacity or (b) any individual who, while a director of the
Company and at the request of the Company, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity.
The charter and bylaws also permit the Company to indemnify and advance expenses
to any person who served a predecessor of the Company in any of the capacities
described above and to any employee or agent of the Company or a predecessor of
the Company.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Company's charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had
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reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL requires the
Company, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the bylaws and (b) a written undertaking by him or on his behalf
to repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
**1.1 Form of Underwriting Agreement.
3.1 Articles of Incorporation of Getty Realty Holding Corp, now
known as Getty Realty Corp., filed December 23, 1997. (Filed
as Exhibit 3.1 to Getty's Registration Statement on Form S-4
filed on January 12, 1998 (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 Incorporation of Getty
for Series A Participating Convertible Redeemable Preferred
Stock. (Filed as Exhibit 3.1 to Getty's Registration
Statement on Form S-4 filed on January 12, 1998 (File No.
333-44065), included as Appendix E to the Joint Proxy
Statement/Prospectus that is a part thereof, and
incorporated herein by reference.)
3.3 Bylaws of Getty. (Filed as Exhibit 3.2 to Getty'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 Getty changing its name to Getty
Realty Corp., filed January 30, 1998. (Filed as Exhibit 3.4
to Getty's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.)
**4.1 Form of Articles Supplementary for preferred stock.
**4.2 Form of preferred stock certificate.
**4.3 Form of common stock certificate.
**5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
*8.1 Opinion of Latham & Watkins regarding tax matters.
**12.1 Statement Regarding Computation of Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
**23.1 Consent of PricewaterhouseCoopers LLP.
**23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (Contained
in opinion filed as Exhibit 5.1.)
*23.3 Consent of Latham & Watkins. (Contained in opinion filed as
Exhibit 8.1.)
**24.1 Powers of Attorney (Included on the signature page hereof.)
- ---------------
* To be filed by amendment.
** Previously filed with this Registration Statement.
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ITEM 17. UNDERTAKINGS.
We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in this prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by us pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of those securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
We hereby further undertake that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of our annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of those securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described under Item 15 of this registration
statement, or otherwise (other than insurance), we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against those liabilities (other
than the payment by us of expenses incurred or paid by our director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by that director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether that indemnification by us is
against public policy as expressed in that Act and will be governed by the final
adjudication of that issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jericho, State of New York on July 2, 2001.
GETTY REALTY CORP.
By: /s/ LEO LIEBOWITZ
------------------------------------
Leo Liebowitz
President and Chief Executive
Officer
SIGNATURE TITLE DATE
--------- ----- ----
/s/ LEO LIEBOWITZ
- ------------------------------------------
Leo Liebowitz Chairman of the Board of Directors and July 2, 2001
Chief Executive Officer (Principal
Executive Officer)
/s/ THOMAS J. STIRNWEIS
- ------------------------------------------
Thomas J. Stirnweis Corporate Controller and Treasurer July 2, 2001
(Principal Financial and Accounting
Officer)
Milton Cooper Director By: /s/ LEO LIEBOWITZ
Philip E. Coviello Director -------------------------------------
Howard Safenowitz Director Leo Liebowitz July 2, 2001
Warren G. Wintrub Director Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
**1.1 Form of Underwriting Agreement.
3.1 Articles of Incorporation of Getty Realty Holding Corp, now
known as Getty Realty Corp., filed December 23, 1997. (Filed
as Exhibit 3.1 to Getty's Registration Statement on Form S-4
filed on January 12, 1998 (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 Incorporation of Getty
for Series A Participating Convertible Redeemable Preferred
Stock. (Filed as Exhibit 3.1 to Getty's Registration
Statement on Form S-4 filed on January 12, 1998 (File No.
333-44065), included as Appendix E to the Joint Proxy
Statement/Prospectus that is a part thereof, and
incorporated herein by reference.)
3.3 Bylaws of Getty. (Filed as Exhibit 3.2 to Getty'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 Getty changing its name to Getty
Realty Corp., filed January 30, 1998. (Filed as Exhibit 3.4
to Getty's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.)
**4.1 Form of Articles Supplementary for preferred stock.
**4.2 Form of preferred stock certificate.
**4.3 Form of common stock certificate.
**5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
*8.1 Opinion of Latham & Watkins regarding tax matters.
**12.1 Statement Regarding Computation of Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
**23.1 Consent of PricewaterhouseCoopers LLP.
**23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (Contained
in opinion filed as Exhibit 5.1.)
*23.3 Consent of Latham & Watkins. (Contained in opinion filed as
Exhibit 8.1.)
**24.1 Powers of Attorney (Included on the signature page hereof.)
- ---------------
* To be filed by amendment.
** Previously filed with this Registration Statement.