SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Getty Petroleum Marketing Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
374292 10 0
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(CUSIP Number)
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications)
November 2, 2000
---------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
CUSIP No. 374292 10 0 Page 2 of 11
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
OAO LUKOIL
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Russia
7 Sole Voting Power
Number of
Shares 0
Beneficially 8 Shared Voting Power
Owned By
Each 0**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]**
13 Percent of Class Represented By Amount in Row (11)
0%**
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5 HEREIN.
<PAGE>
CUSIP No. 374292 10 0 Page 3 of 11
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lukoil International GmbH
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Austria
7 Sole Voting Power
Number of
Shares 0
Beneficially 8 Shared Voting Power
Owned By
Each 0**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]**
13 Percent of Class Represented By Amount in Row (11)
0**
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5 HEREIN.
<PAGE>
CUSIP No. 374292 10 0 Page 4 of 11
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lukoil Americas Corporation
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of
Shares 0
Beneficially 8 Shared Voting Power
Owned By
Each 0**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]**
13 Percent of Class Represented By Amount in Row (11)
0**
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5 HEREIN.
<PAGE>
CUSIP No. 374292 10 0 Page 5 of 11
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mikecon Corp.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)[_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of
Shares 0
Beneficially 8 Shared Voting Power
Owned By
Each 0**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]**
13 Percent of Class Represented By Amount in Row (11)
0**
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 5 HEREIN.
<PAGE>
CUSIP No. 374292 10 0 Page 6 of 11
SCHEDULE 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
common stock, $0.01 par value per share (the "Common Stock"), of Getty Petroleum
Marketing Inc., a Maryland corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 125 Jericho Turnpike, Jericho, New York
11753.
Item 2. Identity and Background.
This Statement is filed by OAO LUKOIL, Lukoil International GmbH,
Lukoil Americas Corporation and Mikecon Corp. 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 3. Source and Amount of Funds or Other Consideration.
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 4. Purpose of Transaction.
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.
Item 5. Interest in Securities of the Issuer.
On November 2, 2000, Lukoil Americas Corporation ("Parent"), a
Delaware corporation and an indirect wholly owned subsidiary of OAO LUKOIL, and
Mikecon Corp. (the "Purchaser"), a Delaware corporation and a direct wholly
owned subsidiary of Parent, entered into separate support agreements (the
"Support Agreements") with certain stockholders of Getty Petroleum Marketing
Inc. (the "Company"), which are described in Section 11 of the Offer to Purchase
dated November 9, 2000 (the "Offer to Purchase") which was included as an
exhibit to the Tender Offer Statement on Schedule TO (the "Schedule TO") filed
with the Securities and Exchange Commission on November 9, 2000 by OAO LUKOIL,
Lukoil International GmbH, Parent and the Purchaser. Pursuant to the Support
Agreements, upon the terms set forth therein, the parties to the Support
Agreements generally have agreed to tender, in accordance with the terms of the
tender offer described in the Offer to Purchase, an aggregate of 5,610,710
shares of common stock, par value $.01 per share, of the Company (the "Common
Stock"), representing 40.07% of the issued and outstanding Common Stock. In
addition, the parties to the Support Agreements have agreed to vote their shares
of Common Stock as set forth therein and have granted an irrevocable proxy with
respect to such shares of Common Stock to a representative of both Parent and
the Purchaser. No vote of the stockholders of the Company is expected under the
terms of the Merger Agreement until after the acceptance for payment of the
shares of Common Stock in the Offer. Each of the Support Agreements terminates,
among other things, upon the termination of the Offer or the Merger Agreement.
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.
<PAGE>
CUSIP No. 374292 10 0 Page 7 of 11
SCHEDULE 13D
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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 7. Material to be filed as Exhibits.
*1 Offer to Purchase, dated November 9, 2000 (Incorporated by reference
to Exhibit (a) (1) (i) to the Schedule TO)
*2. Loan Agreement between Lukoil Americas Corporation and Lukoil Finance
Limited (Incorporated by reference to Exhibit (b) (i) to the Shedule
TO) *3 Agreement and Plan of Merger, dated as of November 2, 2000 by
and among OAO LUKOIL, Lukoil International GmbH, Lukoil Americas
Corporation and Mikecon Corp. (Incorporated by reference to Exhibit
(d) (i) to the Schedule TO)
*4 Form of Support Agreement, dated November 2, 2000, between Mikecon
Corp., Lukoil Americas Corporation and each of Leo Liebowitz, Howard
Safenowitz, Milton Cooper and certain of their affiliates or
associates (Incorporated by reference to Exhibit (d) (ii) to the
Schedule TO)
5 Joint Filing Agreement dated as of November 13, 2000 by and among OAO
LUKOIL, Lukoil International GmbH, Lukoil Americas Corporation and
Mikecon Corp.
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* Incorporated by reference.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
OAO LUKOIL
Dated: November 12, 2000 By: /s/ Ralif Safin
-----------------------------------
Name: Ralif Safin
Title: First Vice President
LUKOIL INTERNATIONAL GMBH
Dated: November 12, 2000 By: /s/ Ralif Safin
------------------------------------
Name: Ralif Safin
Title: Authorized Representative
LUKOIL AMERICAS CORPORATION
Dated: November 12, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
MIKECON CORP.
Dated: November 12, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
<PAGE>
CUSIP No. 374292 10 0 Page 9 of 11
SCHEDULE 13D
EXHIBIT INDEX
*1 Offer to Purchase, dated November 9, 2000 (Incorporated by reference
to Exhibit (a) (1) (i) to the Schedule TO)
*2. Loan Agreement between Lukoil Americas Corporation and Lukoil Finance
Limited (Incorporated by reference to Exhibit (b) (i) to the Shedule
TO)
*3 Agreement and Plan of Merger, dated as of November 2, 2000 by and
among OAO LUKOIL, Lukoil International GmbH, Lukoil Americas
Corporation and Mikecon Corp. (Incorporated by reference to Exhibit
(d) (i) to the Schedule TO)
*4 Form of Support Agreement, dated November 2, 2000, between Mikecon
Corp., Lukoil Americas Corporation and each of Leo Liebowitz, Howard
Safenowitz, Milton Cooper and certain of their affiliates or
associates (Incorporated by reference to Exhibit (d) (ii) to the
Schedule TO)
5 Joint Filing Agreement dated as of November 13, 2000 by and among OAO
LUKOIL, Lukoil International GmbH, Lukoil Americas Corporation and
Mikecon Corp.
----------------------
* Incorporated by reference.
