UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): September 8, 2004
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Getty Realty Corp.
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(Exact name of registrant as specified in charter)
Maryland 001-13777 11-3412575
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(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
125 Jericho Turnpike, Suite 103
Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (516) 478-5400
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Section 8. Other Events
Item 8.01. Other Events
On September 8, 2004, Getty Realty Corp. announced that United States
Bankruptcy Court in Wilmington, DE, on September 7, 2004, approved it as the
winning bidder to acquire 36 convenience store and retail motor fuel properties
located in Connecticut and Rhode Island currently operated as DB Marts. The
aggregate purchase price for these properties is approximately $25 million.
Getty is required, under the individual purchase agreements for the properties,
to take the properties in their "AS IS" "WHERE IS" condition, free and clear of
liens and encumbrances, except as may be expressly provided in the agreements.
Getty will take title to 25 fee properties located in Connecticut and one
in Rhode Island and an assignment of the seller's leasehold interest in 10
properties in Connecticut. Getty will take an assignment of an existing
environmental remediation agreement with Handex Group, Inc., who will continue
to be responsible for the remediation costs associated with certain known
environmental conditions at approximately 20 properties in Connecticut. In
addition, in the case of several locations, Getty will take an assignment of the
seller's interest, as landlord, in existing leases with tenants who operate
unrelated businesses on the properties. Getty also is required to purchase the
convenience store and fuel inventories at each location which it intends to
resell to its tenants.
The properties are being acquired as a part of the auction sale of all of
the DB Mart locations owned and operated by DB Companies, Inc., which filed for
Chapter 11 protection in June of this year. As the successful bidder, Getty is
required to pay a "bidder's premium" of 2% to Matrix Capital Group, Inc., who
managed the auction process on behalf of the debtor. The closing is expected to
occur in the fourth quarter and Getty intends to purchase the properties with
cash on hand and funds available under its existing line of credit.
A copy of the press release announcing this event is attached hereto as
Exhibit 99.1.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
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99.1 Press Release, dated September 8, 2004, issued by Getty Realty
Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Getty Realty Corp.
(Registrant)
Date: September 10, 2004 By: /s/ THOMAS J. STIRNWEIS
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Thomas J. Stirnweis
Vice President, Treasurer and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Description
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Exhibit 99.1 Press Release, dated September 8, 2004, issued by Getty
Realty Corp.