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.1)*
Getty Petroleum Marketing Inc.
------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
374292 10 0
-----------
(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 7 Pages
<PAGE>
CUSIP No. 374292 10 0 Page 2 of 7
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 5,610,710**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,610,710**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.1%**
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents shares of Common Stock subject to the
separate Support Agreements described in Item 5 of the
Initial Schedule 13D.
<PAGE>
CUSIP No. 374292 10 0 Page 3 of 7
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 5,610,710**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,610,710**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.1%**
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents shares of Common Stock subject to the
separate Support Agreements described in Item 5 of the
Initial Schedule 13D.
<PAGE>
CUSIP No. 374292 10 0 Page 4 of 7
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 5,610,710**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,610,710**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.1%**
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents shares of Common Stock subject to the
separate Support Agreements described in Item 5 of the
Initial Schedule 13D.
<PAGE>
CUSIP No. 374292 10 0 Page 5 of 7
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 5,610,710**
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,610,710**
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.1%**
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents shares of Common Stock subject to the
separate Support Agreements described in Item 5 of the
Initial Schedule 13D.
<PAGE>
CUSIP No. 374292 10 0 Page 6 of 7
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this "Amendment")
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. This Amendment No. 1 amends and supplements the initial
statement on Schedule 13D dated November 13, 2000 (the "Initial Statement")
filed by the Reporting Persons.
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 (as amended and
supplemented, 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, representing 40.1%
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.
<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: December 7, 2000 By: /s/ Ralif Safin
--------------------
Name: Ralif Safin
Title: First Vice President
LUKOIL INTERNATIONAL GMBH
Dated: December 7, 2000 By: /s/ Ralif Safin
-------------------------
Name: Ralif Safin
Title: Authorized Representative
LUKOIL AMERICAS CORPORATION
Dated: December 7, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
MIKECON CORP.
Dated: December 7, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
