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D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
GETTY PETROLEUM MARKETING INC.
AT
$5.00 NET PER SHARE
BY
MIKECON CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
OAO LUKOIL
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 2000, UNLESS THE OFFER IS EXTENDED.
November 9, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Mikecon Corp., a Delaware corporation (the
"Purchaser"), and Lukoil Americas Corporation, a Delaware corporation and parent
of the Purchaser ("Parent"), to act as Information Agent in connection with the
Purchaser's offer to purchase any and all of the issued and 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, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 9, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as each may be amended and supplemented from time to time,
together constitute the "Offer") enclosed herewith.
THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF NOVEMBER 2, 2000 (THE "MERGER AGREEMENT"), BY AND AMONG OAO LUKOIL, LUKOIL
INTERNATIONAL GMBH, PARENT, THE PURCHASER AND THE COMPANY. THE BOARD OF
DIRECTORS OF THE COMPANY, BY THE UNANIMOUS VOTE OF THE DIRECTORS, AND AFTER
REVIEW OF PARTS OF THE TRANSACTION BY A SPECIAL COMMITTEE COMPRISED OF THE
INDEPENDENT DIRECTORS OF THE BOARD OF DIRECTORS, HAS (I) DETERMINED THAT EACH OF
THE MERGER AGREEMENT, THE OFFER AND THE MERGER ARE FAIR AND IN THE BEST
INTERESTS OF THE COMPANY'S STOCKHOLDERS; (II) APPROVED THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER; (III)
DECLARED THE MERGER AGREEMENT ADVISABLE; AND (IV) RECOMMENDED THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES OF COMMON STOCK PURSUANT TO
THE OFFER AND APPROVE THE MERGER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY, WHICH REPRESENT AT LEAST A
MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK ON A FULLY DILUTED BASIS, AND
(II) ALL APPLICABLE WAITING PERIODS UNDER THE HART-SCOTT-RODINO ANTI-TRUST
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IMPROVEMENTS ACT OF 1976, AS AMENDED, HAVING EXPIRED OR BEEN TERMINATED. THE
OFFER IS ALSO CONDITIONED UPON THE SATISFACTION OF CERTAIN OTHER TERMS AND
CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE.
Pursuant to the Merger Agreement, following the consummation of the Offer
and the satisfaction or waiver of certain conditions, the Purchaser will be
merged with and into the Company (the "Merger"), with the Company continuing as
the surviving corporation (the "Surviving Corporation"). Following consummation
of the Merger, the Surviving Corporation will be a wholly owned subsidiary of
Parent. At the effective time of the Merger (the "Effective Time"), each share
of Common Stock issued and outstanding immediately prior to the Effective Time
(other than shares of Common Stock held by the Purchaser and shares of Common
Stock held by holders who perfect their appraisal rights in accordance with the
Maryland General Corporation Law, will, by virtue of the Merger and without any
action on the part of the holder thereof, be cancelled and converted into the
right to receive $5.00 in cash per share, without interest, as set forth in the
Merger Agreement and described in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold shares of Common Stock registered in your name or in
the name of your nominee.
For your information and for forwarding to your clients for whom you hold
shares of Common Stock registered in your name or in the name of your nominee,
or who hold shares of Common Stock registered in their own names, we are
enclosing the following documents:
1. The Offer to Purchase dated November 9, 2000.
2. The Letter of Transmittal to be used by holders of shares of Common
Stock in accepting the Offer and tendering shares of Common Stock.
Facsimile copies of the Letter of Transmittal (with manual signatures) may
be used to tender shares of Common Stock.
3. A letter to the stockholders of the Company from Leo Liebowitz,
Chairman of the Board and Chief Executive Officer of the Company, and the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing such shares of Common Stock (the
"Certificates") are not immediately available or time will not permit all
required documents to reach the Depositary (as defined in the Offer to
Purchase) prior to the Expiration Date (as defined in the Offer to
Purchase) or the procedure for book-entry transfer cannot be completed by
the Expiration Date.
5. A printed form of letter which may be sent to your clients for
whose accounts you hold shares of Common Stock registered in your name or
in the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withheld.
7. A return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept for payment and will pay for all shares
of Common Stock validly tendered prior to the Expiration Date and not properly
withdrawn promptly after the latest to occur of (i) the Expiration Date and (ii)
the satisfaction or waiver of the conditions to the Offer set forth in Section
13 -- "Conditions of the Offer" of the Offer to Purchase. For purposes of the
Offer, the Purchaser will be deemed to have accepted for payment, and thereby
purchased, shares validly tendered and not properly withdrawn as, if and when
the Purchaser gives oral or written notice to the Depositary of its acceptance
for payment of such shares of Common Stock pursuant to the Offer. In all cases,
payment for shares of Common Stock tendered and accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (i)
Certificates or a timely confirmation of a book-entry transfer of such shares of
Common Stock into the Depositary's account at the Book-Entry Transfer Facility
(as defined in Section 3 -- "Procedures for Tendering Shares" of the Offer to
Purchase) pursuant to the procedures set forth in Section 3 -- "Procedures for
Tendering Shares" of the Offer to Purchase, (ii) the Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duty executed, with
any required signature guarantees or, in the case of
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a book-entry transfer, an Agent's Message (as defined in "Section
3 -- "Procedures for Tendering Shares)" of the Offer to Purchase), and (iii) all
other documents required by the Letter of Transmittal. Under no circumstances
will interest on the purchase price for shares of Common Stock be paid by the
Purchaser, regardless of any delay in making such payment.
The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Information Agent as set forth in Section
15 -- "Fees and Expenses" of the Offer to Purchase) in connection with the
solicitation of tenders of shares of Common Stock pursuant to the Offer. The
Purchaser will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients.
The Purchaser will pay any stock transfer taxes with respect to the
transfer and sale to it or its order pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal, as well as any charges
and expenses of the Depositary and the Information Agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WELL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 8, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal, with any required signature guarantees and any
other required documents, should be sent to the Depositary, and Certificates
should be delivered or such shares of Common Stock should be tendered by
book-entry transfer, all in accordance with the Instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of shares of Common Stock wish to tender shares, but it is
impracticable for them to forward their Certificates or other required documents
to the Depositary prior to the Expiration Date or to comply with the procedures
for book-entry transfer on a timely basis, a tender may be effected by following
the guaranteed delivery procedures specified under Section 3 -- "Procedures for
Tendering Shares" of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from the
undersigned at the address and telephone numbers set forth on the back cover of
the Offer to Purchase.
Very truly yours,
D.F. KING & CO., INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE PURCHASER, PARENT, THE COMPANY, THE INFORMATION
AGENT OR THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND
THE STATEMENTS CONTAINED THEREIN.
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