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November 24, 2000
RE: LUKOIL Tender Offer: Election of Tender
PLEASE FILL OUT, SIGN AND RETURN TO HUMAN RESOURCES DEPT. IN JERICHO
Dear Participant in the Getty Retirement and Profit Sharing Plan ("401(k)
Plan"):
As you know, Mikecon Corp., a subsidiary of OAO LUKOIL, has commenced a
tender offer to purchase all of the Company's issued and outstanding shares of
Common Stock for $5.00 per share. Copies of LUKOIL's offer to purchase and the
Company's responses supporting the offer are enclosed.
As a participant in the 401(k) Plan, you have the right to decide
whether you would like the shares allocated to you in your account tendered to
LUKOIL pursuant to the offer to purchase. If you elect to have your shares
tendered, upon the completion of the tender LUKOIL will pay to the 401(k) Plan
for your account $5.00 times the number of shares allocated to you. The cash the
401(k) Plan receives for the shares allocated to you will be invested in
accordance with your current deferral election.
If you do not elect to have your Getty Petroleum Marketing Inc. shares
tendered, the shares will continue to be held in the 401(k) Plan. However, if
the tender offer is completed successfully, LUKOIL intends to merge the Company
with a LUKOIL subsidiary. Upon completion of the merger, LUKOIL will also pay
$5.00 per share for all shares in the 401(k) Plan which have not been previously
tendered. As previously stated, the cash received will be invested in accordance
with your current 401(k) Plan deferral election.
Please print and sign your name below and indicate in one of the spaces below
whether or not your would like to have the shares in your 401(k) Plan account
tendered to LUKOIL's subsidiary, Mikecon Corp.:
--------------------------------
Print your name
--------------------------------
Your signature
Please tender the shares of
Getty Common Stock in my 401(k) Plan
account to Mikecon Corp.
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Do not tender the shares
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LUKOIL Tender Offer: Election of Tender Page 2
The Trustees of the 401(k) Plan will abide by your instructions. If you
do not make an election, the Trustees will tender the number of shares for which
elections are not made based on the same ratio of elections to tender and
elections not to tender. (For example, if participants who have been allocated
200,000 shares elect to tender and participants allocated 100,000 shares elect
not to tender, the shares for which elections are not made will be tendered in
the same ratio: for every three such shares, two of them will be tendered by the
Trustees.)
After you have made your election in one of the spaces above, please
return this letter to the Human Resources Department in Jericho in the return
envelope provided for your convenience. Please also make certain you have
printed and signed your name.
In the event that the tender is not completed, your shares in the
401(k) Plan will, of course, not be sold and the shares will continue to the be
held in the 401(k) Plan.
Should you have any questions, please call me at (516) 338-1550 or
Carolann Gaites at (516) 338-1499.
Very truly yours,
Samuel M. Jones
Vice President and General Counsel
SMJ/lbl
