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.2)*
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
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(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications)
December 8, 2000
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(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 10,092,081
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
10,092,081
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,081
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
72.1%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILING OUT!
<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 10,092,081
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
10,092,081
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,081
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
72.1%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 10,092,081
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
10,092,081
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,081
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
72.1%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 10,092,081
Reporting 9 Sole Dispositive Power
Person
With 0
10 Shared Dispositive Power
10,092,081
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,081
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
72.1%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 374292 10 0 Page 6 of 7
SCHEDULE 13D
This Amendment No. 2 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. 2 amends and supplements the initial statement on
Schedule 13D dated November 13, 2000 and Amendment No. 1 thereto dated December
8, 2000 filed by the Reporting Persons (the "Schedule 13D").
The items of the Schedule 13D set forth below are hereby amended and
supplemented as follows:
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following immediately following the final paragraph thereof:
The Offer expired at 12:00 midnight, New York City time, on Friday,
December 8, 2000. Pursuant to the Offer 10,092,081 shares of Common Stock were
validly tendered according to the report of the Depositary. The shares tendered
in the Offer represent approximately 72.1% of outstanding shares of Common
Stock. The Purchaser accepted for payment all such tendered shares of Common
Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by
adding the following:
a. - b. As of the date hereof, the Purchaser beneficially owns
10,092,081 shares of Common Stock or approximately 72.1% of the outstanding
shares of Common Stock. Each of the other Lukoil Entities is deemed to be the
beneficial owner of approximately 10,092,081 shares of Common Stock as a result
of the Purchaser's ownership of such shares. The Purchaser and each of the other
Lukoil Entities is deemed to have shared voting and dispositive power over such
shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by
adding the following:
Upon the expiration of the Offer the Purchaser accepted for payment
all 5,610,710 shares of Common Stock subject to the Support Agreements.
<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 10, 2000 By: /s/ Ralif Safin
--------------------
Name: Ralif Safin
Title: First Vice President
LUKOIL INTERNATIONAL GMBH
Dated: December 10, 2000 By: /s/ Ralif Safin
-------------------------
Name: Ralif Safin
Title: Authorized Representative
LUKOIL AMERICAS CORPORATION
Dated: December 10, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
MIKECON CORP.
Dated: December 10, 2000 By: /s/ Vadim Gluzman
-----------------------------------
Vadim Gluzman
Chairman of the Board and Secretary
