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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GETTY PETROLEUM MARKETING INC.
(Name Of Subject Company)
GETTY PETROLEUM MARKETING INC.
(Name Of Person Filing Statement)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title Of Class Of Securities)
374292 10 0
(CUSIP Number Of Class Of Securities)
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LEO LIEBOWITZ
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GETTY PETROLEUM MARKETING INC.
125 JERICHO TURNPIKE
JERICHO, NEW YORK 11753
(516) 338-6000
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Person(s) Filing Statement)
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COPIES TO:
MARC D. BASSEWITZ, ESQ.
LATHAM & WATKINS
233 SOUTH WACKER DRIVE, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
LUKOIL TO ACQUIRE GETTY IN FIRST ACQUISITION OF PUBLICLY HELD US COMPANY BY A
RUSSIAN CORPORATION
NEW YORK, NOVEMBER 2, 2000 - OAO Oil Company LUKOIL (OTC: LUKOY), Russia's
largest oil company, and Getty Petroleum Marketing Inc. (NYSE: GPM), one of
America's largest independent marketers of gasoline and petroleum products,
today announced the signing of a definitive merger agreement for LUKOIL to
acquire Getty at a price of $5.00 per share of Getty common stock. This
represents a 54% premium over Getty's closing price of $3.25 on Wednesday,
November 1. Getty serves retail customers through approximately 1,300 gasoline
stations located in 13 Northeastern and Mid-Atlantic states. Getty is also a
marketer of heating oil in the New York Mid-Hudson Valley and is a wholesale
distributor of a variety of petroleum products through its East Coast petroleum
storage and distribution network.
The all-cash transaction is structured as a first step tender offer
followed by a cash merger to acquire all remaining shares of Getty common stock
and is valued at approximately $71 million. As part of the transaction, Getty
will have an adjusted initial 15-year lease agreement with Getty Realty Corp.
(NYSE: GTY) with renewal options through 2049 for a substantial number of the
gasoline stations.
The tender offer is subject to a number of conditions, including the valid
tender of at least a majority of the outstanding shares of Getty common stock.
Several principal shareholders of Getty, who collectively own approximately 40%
of Getty's common stock, have agreed to tender their shares, subject to certain
conditions.
Getty's headquarters will remain in Jericho, Long Island, New York. LUKOIL
stated that no employee layoffs are expected and that it will retain most, if
not all, of the current management.
"LUKOIL is extremely enthusiastic about acquiring one of the premier and
best known retail brands of petroleum products in the United States," said Ralif
Safin, First Vice President of LUKOIL. "This is the first acquisition of a
publicly held American company by a Russian corporation, and it is the first
step in our expected expansion into the U.S. market. It is an excellent
opportunity for LUKOIL because it gives us entree into the vast American market
in partnership with a highly regarded brand. In the future, we may seek to
supply the Getty stations with our own petroleum products."
"The combination of Getty's strong presence in the American market with
LUKOIL's capabilities as a world class integrated oil company is going to create
a formidable new company," said Leo Liebowitz, chairman and chief executive
officer of Getty Petroleum Marketing. "We anticipate a smooth transition and
expect that LUKOIL will immediately benefit from the outstanding infrastructure,
knowledge and experience that Getty Petroleum Marketing brings to this
outstanding, world-class organization."
LUKOIL received its financial advice from Credit Suisse First Boston Corp.
and its legal advice from Akin, Gump, Strauss, Hauer & Feld, L.L.P. Getty was
advised by ING Barings LLC and Latham & Watkins.
Getty Petroleum Marketing Inc., one of the nation's largest independent
marketers of gasoline and petroleum products, supplies approximately 1,300
branded locations in thirteen Northeastern and Middle-Atlantic states. The
Company is also a marketer of heating oil in the New York Mid-Hudson Valley and
is a wholesale distributor of a variety of petroleum products through its East
Coast petroleum storage and distribution network.
LUKOIL is Russia's largest vertically integrated oil company, specializing
in oil and gas exploration and production, refining, sales of crude oil products
and transportation. LUKOIL's coverage includes 40 regions in Russia and 25 other
countries of the world. LUKOIL has more than 120,000 employees.
As of January 1, 2000, the proven reserves of oil and gas condensate available
to LUKOIL amounted to 13.5 billion barrels. Over 60% of these reserves are
concentrated in Western Siberia, Russia, another 30% in the European part of
Russia and the remainder outside of Russia. LUKOIL's subsidiaries and dependent
companies produced a total of 75.6 million tons of crude, which was
approximately 24% of Russia's total oil production in 1999. LUKOIL accounted for
12% of Russia's total oil refining operation in 1999 and exported a total of
30.5 million tons of crude in 1999. The LUKOIL retail trade network includes
over 1,000 gas stations. As of October 25, 2000, LUKOIL's market capitalization
was more than $10.5 billion.
* * *
Getty shareholders are advised to read the tender offer statement regarding
the acquisition of Getty, described in this press release, which will be filed
by LUKOIL with the Securities and Exchange Commission and the related
solicitation/recommendation statement which will be filed by Getty with the
Commission. The tender offer statement (including an offer to purchase, letter
of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to the offer.
These documents will be made available at no charge to all stockholders of Getty
Petroleum Marketing Inc. by contacting the information agent, D.F. King & Co.
Inc. Shareholders may contact the information agent at (800) 290-6429. These
documents also will be available at no charge on the SEC's web site at
www.sec.gov.
Certain statements in this news release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
and achievement of LUKOIL or Getty to be materially different from any future
results, performance, or achievement expressed or implied by such
forward-looking statements.
