UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2003
GETTY REALTY CORP.
(Exact name of registrant as specified in charter)
Maryland 001-13777 11-3412575
(State of Organization) (Commission (IRS Employer
File Number) Identification No.)
125 Jericho Turnpike, Suite 103,
Jericho, New York
11753
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (516) 478-5400
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
Getty Realty Corp., a Maryland corporation ("Getty") announced on
August 11, 2003, that the Board of Directors authorized a regular quarterly
Common Stock dividend in the amount of $.4250 per share payable on October 9,
2003, to holders of record as of the close of business on September 25, 2003,
which is an increase of $.0125 per share over the prior Common Stock dividend.
Getty also announced that the Directors approved the redemption of all
2,822,976 shares of the Company's issued and outstanding Series A Participating
Convertible Redeemable Preferred Shares ("Preferred Stock") on September 24,
2003. Upon redemption, holders of Preferred Stock (NYSE -- GTY PrA) will receive
$25.00 for each share of Preferred Stock that is redeemed, plus a mandatory
redemption dividend of $.27118 per share (representing accrued dividends through
the call date), that also was authorized by the Directors. All dividends on the
Preferred Stock shall cease to accrue on the call date.
Holders of the Preferred Stock, in lieu of redemption, may exercise
their right to convert their shares into Getty Common Stock at any time prior to
5:00 p.m. Eastern Daylight Time on the September 24, 2003 call date, at a
conversion rate of 1.1312 shares of Getty Common Stock for each share of
Preferred Stock so converted. Upon conversion, Getty will pay cash in lieu of
fractional shares of Common Stock. Holders of the Preferred Stock who elect to
convert their shares to Common Stock and who are holders of record of the Common
Stock as of the close of business on September 25, 2003, will receive the Common
Stock dividend authorized on August 8th.
Separately, Mr. Liebowitz announced that each of the members of the
Board of Directors who hold Preferred Stock, including himself, will convert
those shares of Preferred Stock into shares of Common Stock prior to September
24, 2003. Collectively, the Directors beneficially own approximately 40% of the
outstanding shares of the Preferred Stock, which will be converted into
approximately 1,295,000 shares of Common Stock. Mr. Liebowitz commented that he
anticipates that a significant number of holders of the Preferred Stock will
exercise their right to convert their Preferred Stock into shares of Getty
Common Stock.
On August 11, 2003, Getty issued a press release announcing the
redemption, which press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Exhibit
Number Description
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99.1 Press Release, dated August 11, 2003, issued by Getty Realty Corp.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Getty Realty Corp.
(Registrant)
Date: August 11, 2003 By: /s/ Andrew M. Smith
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Andrew M. Smith
General Counsel and
Corporate Secretary
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release dated August 11, 2003.