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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Getty Petroleum Marketing Inc.
(Name of Subject Company (Issuer))
OAO LUKOIL
Lukoil International GmbH
Lukoil Americas Corporation
Mikecon Corp.
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(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
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(Title of Class Securities)
374292100
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(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
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(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
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Transaction Valuation* Amount of Filing Fee
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$73,873,505.00 $14,774.71
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* 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.
[ ] 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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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: [ ]
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This Tender Offer Statement on Schedule TO relates to the offer by
Mikecon Corp., a Delaware corporation (the "Purchaser") and the wholly-owned
subsidiary of Lukoil Americas Corporation, a Delaware corporation ("Parent"), 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. This tender offer is being made 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 (the "Letter of Transmittal"), which together, as each may be
amended or supplemented from time to time, constitute the "Offer".
This Tender Offer Statement on Schedule TO is intended to satisfy
the reporting requirements of Rule 14d-1 under the Securities Exchange Act of
1934, as amended. The information contained in the Offer to Purchase and the
Letter of Transmittal, copies of which are attached to this Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by
reference in response to all of the items of this Schedule TO as more
particularly described below. Capitalized terms used herein but not otherwise
defined have the meaning ascribed to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section captioned "Summary Term
Sheet" in the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a)-(b) The information set forth in the section of the Offer to
Purchase captioned "Section 7 - Certain Information Concerning the Company" is
incorporated herein by reference.
(c) The information set forth in the sections of the Offer to
Purchase captioned "Introduction" and "Section 6 - Price Range of Shares;
Dividends" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Tender Offer Statement is filed by LUKOIL, Lukoil
International, Parent and the Purchaser. The information set forth in the
section of the Offer to Purchase captioned "Section 8 - Certain Information
Concerning the Lukoil Entities" and on Schedule I to the Offer to Purchase is
incorporate herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Offer to
Purchase captioned "Summary Term Sheet," "Introduction," Section 1 -- "Terms of
the Offer", Section 2 -- "Acceptance for Payment and Payment for Shares of
Common Stock", Section 3 -- "Procedures for Tendering Shares", and Section 4 --
"Withdrawal Rights" and the Letter of Transmittal is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the section to the Offer to
Purchase captioned "Section 8 - Certain Information Concerning the Lukoil
Entities" is incorporated herein by reference.
(b) The information set forth in the sections to the Offer to
Purchase captioned "Section 10 - Background of the Offer" and "Section 11 -
Purpose of the Offer; Plans for the Company; Certain Agreements" is incorporated
herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c) The information set forth in the section to the Offer to
Purchase captioned "Section 11 - Purpose of the Offer; Plans for the Company;
Certain Agreements" is incorporated herein by reference.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the section to the
Offer to Purchase captioned "Section 9 - Source and Amount of Funds" is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the section to the Offer to
Purchase captioned "Section 8 - Certain Information Concerning the Lukoil
Entities" is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section to the Offer to
Purchase captioned "Section 15 - Fees and Expenses" is incorporated herein by
reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial information with respect to LUKOIL, Lukoil
International, Parent and the Purchaser is not material to the holders of Common
Stock and has not been included. The financial condition of such entities is not
material because (i) the consideration offered consists solely of cash, (ii) the
Offer is not subject to any financing condition, (iii) the Offer is for all
outstanding Common Stock of the Company and (iv) any shares of Common Stock to
be acquired by Parent in the follow-on merger will be for the same cash
consideration.
(b) Pro forma financial information has not been included in this
Schedule TO because the holders of Common Stock who do not tender their shares
of Common Stock in the Offer will receive the same cash consideration in the
subsequent merger of Offeror with and into the Company.
ITEM 11. ADDITIONAL INFORMATION.
(a) - (b) The information set forth in the sections to the Offer to
Purchase captioned "Section 7 - Certain Information Concerning the Company -
Certain Projected Financial Data for the Company", "Section 11 - Purpose of the
Offer; Plans for the Company; Certain Agreements - Support Agreements", "Section
12 - Effects of the Offer on the Market for the Shares; Exchange Act
Registration", "Section 14 - Certain Legal Matters; Regulatory Approvals" and
"Section 16 - Miscellaneous" is incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(a)(4) Not Applicable.
(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.
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(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.
(b) Loan Agreement, dated as of October 30, 2000 between
Parent and Lukoil Finance Limited.
(c) Not Applicable.
(d) (i) Agreement and Plan 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, Parent and each of Leo
Liebowitz, Howard Safenowitz, Milton Cooper and
certain of their affiliates or associates.
(g) Not applicable.
(h) Not applicable.
Other Power of Attorney executed by Lukoil International
GmbH.
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ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not Applicable.
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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: November 9, 2000 By: /s/ Ralif Safin
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Name: Ralif Safin
Title: First Vice President
LUKOIL INTERNATIONAL GMBH
Dated: November 9, 2000 By: /s/ Ralif Safin
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Name: Ralif Safin
Title: Authorized Representative
LUKOIL AMERICAS CORPORATION
Dated: November 9, 2000 By: /s/ Vadim Gluzman
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Vadim Gluzman
Chairman of the Board
MIKECON CORP.
Dated: November 9, 2000 By: /s/ Vadim Gluzman
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Vadim Gluzman
Chairman of the Board
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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(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.
(b) Loan Agreement, dated as of October 30, 2000 between
Parent and Lukoil Finance Limited.
(d)(i) Agreement and Plan 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, Parent 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.
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