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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): November 2, 2000
GETTY PETROLEUM MARKETING INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 1-14990 11-3339235
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
125 Jericho Turnpike 11753
Jericho, New York (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (516) 338-6000
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Item 1. Not Applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 2, 2000, Getty Petroleum Marketing Inc. ("Getty Marketing")
entered into an Agreement and Plan of Merger with OAO LUKOIL and certain of its
subsidiaries (collectively, "Lukoil"), pursuant to which Lukoil agreed to
acquire all of the outstanding common stock of Getty Marketing at a price of
$5.00 per share. The all-cash transaction is structured as a tender offer by a
Lukoil subsidiary followed by a cash merger to acquire any remaining shares of
Getty Marketing. On November 2, 2000, Getty Marketing also entered into a
consolidated, amended and restated master lease and related agreements with
Getty Realty Corp., which are to become effective only upon successful
completion of the tender offer for Getty Marketing shares. Getty Marketing and
LUKOIL Americas issued a joint press release announcing the execution of the
Agreement and Plan of Merger.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Not Applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 99.1 Agreement and Plan of Merger dated November 2, 2000 by
and among OAO LUKOIL, LUKOIL International GmbH,
LUKOIL Americas Corporation, Mikecon Corp. and Getty
Petroleum Marketing Inc.
Exhibit 99.2 Form of Support Agreement dated November 2, 2000 by
and among Lukoil Americas Corporation, Mikecon Corp.,
and each of the selling shareholders.
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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 hereunto duly authorized.
GETTY PETROLEUM MARKETING INC.
Date: November 6, 2000 By: /s/ Leo Liebowitz
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Leo Liebowitz
Chairman and Chief Executive Officer
