1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Getty Realty Holding Corp. (Name to be changed to Getty Realty Corp.) - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Maryland 11-3412575 -------------------------------------- ----------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 125 Jericho Turnpike Jericho, New York 11753 -------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section Section 12(b) of the 12(g) of the Exchange Act Exchange Act and is and is effective pursuant to effective pursuant to General Instruction A.(d), General Instruction A.(c), please check the following box./ / please check the following box./x/ Securities Act registration statement file number to which this form relates: 333-44065 (If applicable) ----- Securities to be registered pursuant to Section 12(b) of the Act Title of Each Class Name of Each Exchange on which to be so Registered Each class is to be Registered Common Stock, $.01 Par Value New York Stock Exchange, Inc. - ---------------------------- ----------------------------- Series A Participating Convertible Redeemable Preferred Stock, $.01 Par Value New York Stock Exchange, Inc. - ---------------------------- ----------------------------- 2 Securities to be registered pursuant to Section 12(g) of the Act: None --------------------------------------------------------------- (Title of class) --------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. The information under the caption "Description of Holdings Capital Stock" in the Joint Proxy Statement/Prospectus dated January 12, 1998, which is part of the Registration Statement on Form S-4 (No. 333-44065), filed with under the Securities Act of 1933, as amended, is incorporated herein by reference. Item 2. Exhibits Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation of Getty Realty Holding Corp., incorporated by reference to Appendix D to the Joint Proxy Statement/Prospectus dated January 12, 1998, which is part of the Registration Statement on Form S-4 (No. 333-44065) filed with the Securities and Exchange Commission by the Registrant (the "Joint Proxy Statement/Prospectus"). 3.2 Articles Supplementary of Getty Realty Holding Corp., incorporated by reference to Appendix E to the Joint Proxy Statement/Prospectus. 3.3 Bylaws of Getty Realty Holding Corp., incorporated by reference to Appendix F to the Joint Proxy Statement/Prospectus. 3.4 Specimen Common Stock Certificate. 3.5 Specimen Series A Participating Convertible Redeemable Preferred Stock Certificate. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Getty Realty Holding Corp. Dated: January 13, 1998 By: /s/ John J. Fitteron ----------------------------------- John J. Fitteron Senior Vice President, Treasurer and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 3.1 Articles of Incorporation of Getty Realty Holding Corp., incorporated by reference to Appendix D to the Joint Proxy Statement/Prospectus dated January 12, 1998, which is part of the Registration Statement on Form S-4 (No. 333-44065) filed with the Securities and Exchange Commission by the Registrant (the "Joint Proxy Statement/Prospectus"). 3.2 Articles Supplementary of Getty Realty Holding Corp., incorporated by reference to Appendix E to the Joint Proxy Statement/Prospectus. 3.3 Bylaws of Getty Realty Holding Corp., incorporated by reference to Appendix F to the Joint Proxy Statement/Prospectus. 3.4 Specimen Common Stock Certificate. 3.5 Specimen Series A Participating Convertible Redeemable Preferred Stock Certificate.