Page | (sequential) | | | | (alphabetic) | Top |
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| | |
- Alternative Formats (Word, et al.)
- Accounting Treatment
- Accounting Year; Appointment of Auditors
- Administration
- Advantages to Both Getty and PTI
- Advantages to Getty and its Stockholders
- Advantages to PTI and its Unitholders
- Amendment and Waiver
- Amendment of Bylaws
- Article I
- Article Ii
- Article Iii
- Article Iv
- Article IX
- Articles Supplementary
- Article V
- Article Vi
- Article Vii
- Article Viii
- Article X
- Article XI
- Article XII
- Article XIII
- Article XIV
- Assets
- Authorized Capital Stock
- Available Information
- Background of the Mergers
- Calculation of Registration Fee
- Capital Structure
- Cautionary Statement Concerning Forward-Looking Information
- Certain Covenants
- Certain Federal Income Tax Consequences
- Committees
- Companies, The
- Comparative Market Prices and Dividends
- Comparison of Rights of Holders of Getty Common Stock and Holdings Common Stock
- Comparison of Rights of Holders of PTI LP Units and Holdings Preferred Stock
- Comparison of Stockholders' and Unitholders' Rights
- Comparison of Stockholders' Rights
- Comparison of Unitholders' Rights
- Conditions to Each Party's Obligation to Effect the Mergers
- Conditions to Obligation of Getty to Effect the Mergers
- Conditions to Obligation of PTI to Effect the Mergers
- Conditions to the Obligations of the Parties to Effect the Mergers
- Contracts, Loans, Checks and Deposits
- Control Share Acquisitions
- Conversion of Securities
- Description of Holdings Capital Stock
- Directors
- Directors and Officers of Holdings
- Dissenters' Rights
- Distributions
- Eligibility
- Exchange of Stock Certificates, Unit Certificates and Letters Evidencing Ownership of PTI Units
- Exhibits and Financial Statement Schedules
- Existing Arrangements
- Experts
- Federal Securities Law Consequences
- Form S-4
- Fractional Shares
- General
- Getty
- Getty Common Stock
- Getty Option Plans
- Getty Realty Corp
- Getty Selected Historical Financial Data
- Getty Special Meeting
- Holdings
- Holdings 1998 Stock Option Plan
- Holdings Common Stock
- Holdings Preferred Stock
- Holdings Unaudited Pro Forma Condensed Combined Financial Data
- Incentive Stock Options
- Indemnification
- Indemnification and Advance of Expenses
- Indemnification Arrangements with Officers and Directors of Getty
- Indemnification Arrangements with Officers and Directors of Getty and the PTI General Partner
- Indemnification of Directors and Officers
- Interests of Certain Persons in the Mergers
- Investment Policy
- Joint Proxy Statement/Prospectus
- Legal Matters
- Limitation of Liability
- Limitation of Liability and Indemnification
- Management of Holdings Following the Mergers
- Maryland
- Meetings of Stockholders
- Merger Agreement, The
- Mergers, The
- Officers
- Offices
- Opinion of Getty Financial Advisor
- Opinion of PTI Financial Advisor
- Other Matters
- Ownership of Holdings after the Mergers
- Proposal to Approve the Holdings 1998 Stock Option Plan
- Pti
- PTI Selected Historical Financial Data
- PTI Special Meeting
- Reasons for the Mergers
- Recommendation of the Boards of Directors
- Recommendation of the Getty Board
- Recommendation of the Getty Special Committee
- Recommendation of the PTI General Partner
- Refinancing Arrangements
- Representations and Warranties
- Risk Factors
- Seal
- Section 10
- Section 12
- Security Ownership of Holdings
- Selected Historical and Pro Forma Financial Data
- Series A Preferred Stock
- Solicitation, Voting and Revocability of Proxies
- Stock
- Stock Exchange Listing of Holdings Preferred Stock and Holdings Common Stock
- Stock Options
- Summary
- Table of Contents
- Term of Plan
- The Companies
- The Merger Agreement
- The Mergers
- Unaudited Pro Forma Condensed Combined Financial Statements
- Undertakings
- Voting Rights and Action by Written Consent
- Waiver of Notice
- 1.10 Related Transactions
- 1.1 Organization of Holdings
- 1.2 Directors and Officers of Holdings
- 1.3 Getty Sub Merger
- 1.5 The Closing
- 1.6 Effective Time
- 1.7 Effects of the Mergers
- 1.8 Certificates of Incorporation, Bylaws and Certificate of Limited Partnership of the Surviving Entities
- 1.9 Directors, Officers and General Partner of the Surviving Entities
- 1. the Mergers
- 2.1 Conversion of Securities
- 2.3 Fractional Shares
- 2.4 Dissenters' Rights
- 2.5 No Transfer after the Effective Time
- 2. Conversion of Securities
- 3.10 Absence of Certain Changes
- 3.11 Environmental Matters
- 3.12 State Takeover Statutes
- 3.13 No Brokers
- 3.14 Opinion of Financial Advisor
- 3.15 Information in Joint Proxy Statement/Prospectus and Form S-4
- 3.16 Hart-Scott-Rodino
- 3.1 Existence; Good Standing; Corporate Authority
- 3.2 Authorization; Validity and Effect of Agreement
- 3.3 Capitalization
- 3.4 Subsidiaries
- 3.5 Other Interests
- 3.6 No Conflict; Required Filings and Consents
- 3.7 Compliance
- 3.8 SEC Documents
- 3.9 Litigation
- 3. Representations and Warranties of Getty
- 4.10 Absence of Certain Changes
- 4.11 Environmental Matters
- 4.12 State Takeover Statutes
- 4.13 No Brokers
- 4.14 Opinion of Financial Advisor
- 4.15 Information in Joint Proxy Statement/Prospectus and Form S-4
- 4.16 Hart-Scott-Rodino
- 4.2 Authorization; Validity and Effect of Agreement
- 4.3 Capitalization
- 4.4 Subsidiaries
- 4.5 Other Interests
- 4.6 No Conflict; Required Filings and Consents
- 4.7 Compliance
- 4.8 SEC Documents
- 4.9 Litigation
- 4. Representations and Warranties of Pti
- 5.10 Expenses
- 5.11 Indemnification
- 5.12 Consents
- 5.13 Letter of Getty's Accountants
- 5.14 Letter of PTI's Accountants
- 5.15 Registration Statement on Form S-8
- 5.16 Tax Matters Certificates
- 5.1 Conduct of Business by Getty or PTI
- 5.2 Meeting of Stockholders and Unitholders
- 5.3 Further Assurance and Cooperation
- 5.4 Certain Filings and Consents
- 5.5 Publicity
- 5.6 Joint Proxy Statement/Prospectus and the Form S-4
- 5.7 Listing Application
- 5.8 Further Action
- 5.9 Affiliate Letters
- 5. Covenants
- 6.2 Conditions to Obligation of Getty to Effect the Mergers
- 6.3 Conditions to Obligation of PTI to Effect the Mergers
- 6. Conditions
- 7.1 Termination or Abandonment
- 7.2 Amendment or Supplement
- 7.3 Extension of Time, Waiver, Etc
- 7. Termination, Waiver and Amendment
- 8.10 Severability
- 8.11 Enforcement of Agreement
- 8.1 Non-survival of Representations and Warranties
- 8.2 Notices
- 8.3 Assignment; Binding Effect
- 8.4 Entire Agreement
- 8.5 Governing Law
- 8.6 Counterparts
- 8.7 Headings
- 8.8 Interpretation
- 8.9 Incorporation of Schedules
- 8. General Provisions
- 9.1 Defined Terms
- 9.2 Other Defined Terms
- 9. Definitions
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1 | 1st Page - Filing Submission
|
" | Form S-4
|
" | Maryland
|
" | Calculation of Registration Fee
|
2 | Getty Realty Corp
|
10 | Joint Proxy Statement/Prospectus
|
13 | Table of Contents
|
15 | Available Information
|
17 | Cautionary Statement Concerning Forward-Looking Information
|
18 | Summary
|
" | The Companies
|
" | Getty
|
" | Pti
|
" | Holdings
|
" | Getty Special Meeting
|
19 | PTI Special Meeting
|
" | The Mergers
|
" | Ownership of Holdings after the Mergers
|
20 | Capital Structure
|
" | Recommendation of the Getty Special Committee
|
" | Recommendation of the Getty Board
|
" | Recommendation of the PTI General Partner
|
21 | Interests of Certain Persons in the Mergers
|
" | Certain Federal Income Tax Consequences
|
22 | Accounting Treatment
|
" | Dissenters' Rights
|
" | Stock Exchange Listing of Holdings Preferred Stock and Holdings Common Stock
|
" | Reasons for the Mergers
|
" | Advantages to Getty and its Stockholders
|
23 | Advantages to PTI and its Unitholders
|
24 | Advantages to Both Getty and PTI
|
25 | Risk Factors
|
27 | The Merger Agreement
|
" | Conversion of Securities
|
" | Representations and Warranties
|
" | Certain Covenants
|
" | Conditions to the Obligations of the Parties to Effect the Mergers
|
28 | Amendment and Waiver
|
" | Management of Holdings Following the Mergers
|
" | Comparison of Stockholders' Rights
|
" | Comparison of Unitholders' Rights
|
" | Comparative Market Prices and Dividends
|
29 | Holdings 1998 Stock Option Plan
|
" | Refinancing Arrangements
|
31 | Selected Historical and Pro Forma Financial Data
|
" | Getty Selected Historical Financial Data
|
33 | PTI Selected Historical Financial Data
|
34 | Holdings Unaudited Pro Forma Condensed Combined Financial Data
|
42 | General
|
" | Solicitation, Voting and Revocability of Proxies
|
46 | Background of the Mergers
|
54 | Opinion of Getty Financial Advisor
|
56 | Opinion of PTI Financial Advisor
|
60 | Existing Arrangements
|
" | Getty Option Plans
|
61 | Indemnification Arrangements with Officers and Directors of Getty
|
62 | Directors and Officers of Holdings
|
" | Indemnification Arrangements with Officers and Directors of Getty and the PTI General Partner
|
66 | Federal Securities Law Consequences
|
68 | Fractional Shares
|
" | Exchange of Stock Certificates, Unit Certificates and Letters Evidencing Ownership of PTI Units
|
70 | Indemnification
|
71 | Conditions to Each Party's Obligation to Effect the Mergers
|
72 | Conditions to Obligation of Getty to Effect the Mergers
|
" | Conditions to Obligation of PTI to Effect the Mergers
|
74 | Getty Common Stock
|
76 | Unaudited Pro Forma Condensed Combined Financial Statements
|
80 | Assets
|
82 | Security Ownership of Holdings
|
84 | Description of Holdings Capital Stock
|
" | Authorized Capital Stock
|
" | Holdings Common Stock
|
" | Holdings Preferred Stock
|
86 | Comparison of Stockholders' and Unitholders' Rights
|
" | Comparison of Rights of Holders of Getty Common Stock and Holdings Common Stock
|
87 | Limitation of Liability and Indemnification
|
90 | Amendment of Bylaws
|
91 | Control Share Acquisitions
|
92 | Comparison of Rights of Holders of PTI LP Units and Holdings Preferred Stock
|
" | Voting Rights and Action by Written Consent
|
96 | Limitation of Liability
|
99 | Proposal to Approve the Holdings 1998 Stock Option Plan
|
" | Eligibility
|
" | Administration
|
" | Term of Plan
|
" | Stock Options
|
101 | Incentive Stock Options
|
" | Recommendation of the Boards of Directors
|
" | Legal Matters
|
102 | Experts
|
" | Other Matters
|
109 | 1. the Mergers
|
" | 1.1 Organization of Holdings
|
" | 1.2 Directors and Officers of Holdings
|
" | 1.3 Getty Sub Merger
|
110 | 1.5 The Closing
|
" | 1.6 Effective Time
|
111 | 1.7 Effects of the Mergers
|
" | 1.8 Certificates of Incorporation, Bylaws and Certificate of Limited Partnership of the Surviving Entities
|
" | 1.9 Directors, Officers and General Partner of the Surviving Entities
|
112 | 1.10 Related Transactions
|
" | 2. Conversion of Securities
|
" | 2.1 Conversion of Securities
|
115 | 2.3 Fractional Shares
|
116 | 2.4 Dissenters' Rights
|
" | 2.5 No Transfer after the Effective Time
|
" | 3. Representations and Warranties of Getty
|
" | 3.1 Existence; Good Standing; Corporate Authority
|
117 | 3.2 Authorization; Validity and Effect of Agreement
|
" | 3.3 Capitalization
|
118 | 3.4 Subsidiaries
|
" | 3.5 Other Interests
|
" | 3.6 No Conflict; Required Filings and Consents
|
119 | 3.7 Compliance
|
" | 3.8 SEC Documents
|
120 | 3.9 Litigation
|
" | 3.10 Absence of Certain Changes
|
" | 3.11 Environmental Matters
|
121 | 3.12 State Takeover Statutes
|
" | 3.13 No Brokers
|
" | 3.14 Opinion of Financial Advisor
|
" | 3.15 Information in Joint Proxy Statement/Prospectus and Form S-4
|
" | 3.16 Hart-Scott-Rodino
|
122 | 4. Representations and Warranties of Pti
|
" | 4.2 Authorization; Validity and Effect of Agreement
|
" | 4.3 Capitalization
|
123 | 4.4 Subsidiaries
|
" | 4.5 Other Interests
|
" | 4.6 No Conflict; Required Filings and Consents
|
124 | 4.7 Compliance
|
" | 4.8 SEC Documents
|
125 | 4.9 Litigation
|
" | 4.10 Absence of Certain Changes
|
" | 4.11 Environmental Matters
|
126 | 4.12 State Takeover Statutes
|
" | 4.13 No Brokers
|
" | 4.14 Opinion of Financial Advisor
|
" | 4.15 Information in Joint Proxy Statement/Prospectus and Form S-4
|
" | 4.16 Hart-Scott-Rodino
|
127 | 5. Covenants
|
" | 5.1 Conduct of Business by Getty or PTI
|
128 | 5.2 Meeting of Stockholders and Unitholders
|
129 | 5.3 Further Assurance and Cooperation
|
" | 5.4 Certain Filings and Consents
|
" | 5.5 Publicity
|
130 | 5.6 Joint Proxy Statement/Prospectus and the Form S-4
|
" | 5.7 Listing Application
|
" | 5.8 Further Action
|
" | 5.9 Affiliate Letters
|
131 | 5.10 Expenses
|
" | 5.11 Indemnification
|
132 | 5.12 Consents
|
" | 5.13 Letter of Getty's Accountants
|
" | 5.14 Letter of PTI's Accountants
|
133 | 5.15 Registration Statement on Form S-8
|
" | 5.16 Tax Matters Certificates
|
" | 6. Conditions
|
135 | 6.2 Conditions to Obligation of Getty to Effect the Mergers
|
" | 6.3 Conditions to Obligation of PTI to Effect the Mergers
|
136 | 7. Termination, Waiver and Amendment
|
" | 7.1 Termination or Abandonment
|
" | 7.2 Amendment or Supplement
|
137 | 7.3 Extension of Time, Waiver, Etc
|
" | 8. General Provisions
|
" | 8.1 Non-survival of Representations and Warranties
|
" | 8.2 Notices
|
138 | 8.3 Assignment; Binding Effect
|
" | 8.4 Entire Agreement
|
" | 8.5 Governing Law
|
" | 8.6 Counterparts
|
139 | 8.7 Headings
|
" | 8.8 Interpretation
|
" | 8.9 Incorporation of Schedules
|
" | 8.10 Severability
|
" | 8.11 Enforcement of Agreement
|
" | 9. Definitions
|
" | 9.1 Defined Terms
|
142 | 9.2 Other Defined Terms
|
150 | Article I
|
" | Article Ii
|
" | Article Iii
|
" | Article Iv
|
151 | Article V
|
154 | Article Vi
|
" | Stock
|
156 | Article Vii
|
157 | Article Viii
|
159 | Articles Supplementary
|
" | Series A Preferred Stock
|
180 | Offices
|
" | Meetings of Stockholders
|
182 | Section 10
|
183 | Section 12
|
186 | Directors
|
189 | Committees
|
190 | Officers
|
193 | Contracts, Loans, Checks and Deposits
|
196 | Accounting Year; Appointment of Auditors
|
" | Article IX
|
" | Distributions
|
197 | Article X
|
" | Investment Policy
|
" | Article XI
|
" | Seal
|
" | Article XII
|
" | Indemnification and Advance of Expenses
|
198 | Article XIII
|
" | Waiver of Notice
|
" | Article XIV
|
218 | Item 20. Indemnification of Directors and Officers
|
" | Item 21. Exhibits and Financial Statement Schedules
|
219 | Item 22. Undertakings
|