SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3 (Final Amendment)
Getty Petroleum Marketing Inc.
---------------------------------
(Name of Subject Company (Issuer))
OAO LUKOIL
Lukoil International GmbH
Lukoil Americas Corporation
Mikecon Corp.
---------------------------------------------------------------
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
-----------------------------------------------
(Title of Class Securities)
374292100
----------------------------------
(CUSIP Number of Class of Securities)
Vadim Gluzman
Chairman of the Board
Lukoil Americas Corporation
540 Madison Avenue
New York, New York 10022
(212) 421-4141
----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
CALCULATION OF FILING FEE
.-------------------------------------- ----------------------------------------
Transaction Valuation* Amount of Filing Fee
--------------------------------------- ----------------------------------------
$73,873,505.00 $14,774.71
--------------------------------------- ----------------------------------------
* For purposes of calculating the filing fee only, this amount is based on
the purchase of 14,002,866 outstanding shares of Common Stock and shares of
Common Stock underlying 771,835 stock options all at the tender offer price
of $5.00 per share.
|X| Check the box if any part of the fee is offset as provided by Rule 0-11 (a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $14,774.71 Filing Party: OAO LUKOIL; Mikecon Corp.;
----------
Lukoil International GmbH;
Lukoil Americas Corporation
Form or Registration No.: Schedule TO Date Filed: November 9, 2000
----------- -----------------
<PAGE>
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule
14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |X|
<PAGE>
This Amendment No. 3 (Final Amendment) ("Final Amendment") amends and
supplements the Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on November 9, 2000, as amended by Amendment No. 1
thereto on December 1, 2000 and by Amendment No. 2 thereto on December 8, 2000
(the "Schedule TO") by OAO LUKOIL, a Russian open joint stock company
("LUKOIL"), LUKOIL International GmbH, an Austrian corporation ("Lukoil
International") and a direct, wholly owned subsidiary of LUKOIL, Lukoil Americas
Corporation, a Delaware corporation ("Parent") and an indirect, wholly owned
subsidiary of LUKOIL and Mikecon Corp., a Delaware corporation (the "Purchaser")
and the direct, wholly owned subsidiary of Parent, in connection with the offer
by the Purchaser to purchase all of the outstanding shares of common stock, par
value $0.01 per share (the "Common Stock"), of Getty Petroleum Marketing Inc., a
Maryland corporation (the "Company"), at a price of $5.00 per share of Common
Stock, net to the seller in cash, without interest upon and subject to the terms
and conditions set forth in the Offer to Purchase, dated November 9, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal, which together, as
each may be amended or supplemented from time to time, constitute the "Offer"
and which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(i)
and (a)(1) (ii), respectively. Capitalized terms used herein but not otherwise
defined have the meaning ascribed to such terms in the Offer to Purchase.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 5 is hereby amended and supplemented to include the following
information:
The Offer expired at 12:00 midnight, New York City time, on Friday,
December 8, 2000. Pursuant to the Offer, the Purchaser accepted for payment
10,092,081 shares of Common Stock reported by the Depositary as having been
tendered in the Offer. The shares tendered in the Offer represent approximately
72% of the outstanding shares of Common Stock. On December 11, 2000, LUKOIL
issued a press release announcing the results of the Offer. LUKOIL also
announced that it expected that the Merger of the Purchaser with and into the
Company would occur as soon as practicable.
The full text of the LUKOIL'S December 11, 2000 press release is
attached hereto as Exhibit (a)(5)(vi).
Item 11. Additional Information.
On the afternoon of December 8, 2000, the Supreme Court of the State
of New York, County of New York, heard arguments on a motion brought by United
and an alleged stockholder of the Company seeking to enjoin the Purchaser from
accepting for payment the shares of Common Stock validly tendered in the Offer
on the Expiration Date and the Company and the Lukoil Entities from consummating
the Merger. The complaint is more fully described in Amendment No. 2 to the
Lukoil Entities' Tender Offer Statement on Schedule TO. At such hearing, the
Court denied the plaintiffs' motion.
Item 12. Exhibits
(a)(5)(vi) Text of press release issued by OAO LUKOIL
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
OAO LUKOIL
Dated: December 10, 2000 By: /s/ Ralif Safin
--------------------
Name: Ralif Safin
Title: First Vice President
LUKOIL INTERNATIONAL GMBH
Dated: December 10, 2000 By: /s/ Ralif Safin
-------------------------
Name: Ralif Safin
Title: Authorized Representative
LUKOIL AMERICAS CORPORATION
Dated: December 10, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
MIKECON CORP.
Dated: December 10, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
*(a)(1)(i) Offer to Purchase.
*(a)(1)(ii) Letter of Transmittal.
*(a)(5)(i) Notice of Guaranteed Delivery.
*(a)(5)(ii) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(5)(iii) Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(5)(iv) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9.
*(a)(5)(v) Summary Advertisement published on November
9, 2000 in the Wall Street Journal.
(a)(5)(vi) Text of press release issued by OAO LUKOIL
on December 11, 2000.
*(b) Loan Agreement, dated as of October 30, 2000
between Parent and LUKOIL Finance Limited.
*(d)(i) Agreement and of Merger, dated as of
November 2, 2000, among OAO LUKOIL, LUKOIL
International GmbH, Parent, Purchaser and
the Company.
*(d)(ii) Form of Support Agreement, dated November 2,
2000, between Purchaser, LUKOIL Americas and
each of Leo Liebowitz, Howard Safenowitz,
Milton Cooper and certain of their
affiliates or associates.
*Other Power of Attorney executed by LUKOIL
International GmbH.
------------
* Previously filed
