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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000
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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
(AMENDMENT NO. 5)
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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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COPY TO:
MARC D. BASSEWITZ, ESQ.
LATHAM & WATKINS
233 SOUTH WACKER DRIVE, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 7 is hereby amended to add the following:
Subject Company Negotiations. On December 2, 2000, discussions with United
Sub were discontinued and the Company sent a letter to United Sub, a copy of
which is filed as an exhibit hereto and incorporated herein by reference.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase dated November 9, 2000 ("Offer to
Purchase") (incorporated herein by reference to Exhibit
(a)(l)(i) to Schedule TO filed by Purchaser with respect to
the Company on November 9, 2000 ("Schedule TO")).*
(a)(l)(B) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(l)(ii) to Schedule TO).*
(a)(l)(C) Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 14f-1 thereunder (incorporated by reference herein and
attached hereto as Annex A).*
(a)(l)(D) Letter to Stockholders of the Company dated November 9, 2000
(incorporated by reference herein and attached hereto as
Annex C).*
(a)(l)(E) Fairness Opinion of ING Barings LLC dated November 2, 2000
(incorporated by reference herein and attached hereto as
Annex B).*
(a)(l)(F) Letter to Stockholders of the Company dated November 16,
2000.*
(a)(1)(G) Letter to Participants in the Company's 401(k) Plan dated
November 24, 2000.*
(a)(1)(H) Letter to Participants in the Company's ESOP dated November
24, 2000.*
(a)(1)(I) Letter from the Company to United Sub, dated December 2, 2000.
(a)(5) Text of Press Release dated November 2, 2000.*
(e)(l) Agreement and Plan of Merger, dated as November 2, 2000, by
and among LUKOIL, Lukoil International, Lukoil Americas,
Purchaser and the Company.*
(e)(2) Form of Support Agreement, dated November 2, 2000, between
Lukoil Americas, Purchaser and each of Leo Liebowitz, Howard
Safenowitz, Milton Cooper and certain of their affiliates,
or associates.*
(e)(3) Consolidated, Amended and Restated Master Lease, dated
November 2, 2000, between Getty Properties and the Company.*
(e)(4) Environmental Indemnity Agreement dated November 2, 2000,
between Getty Properties and the Company.*
(e)(5) Amended and Restated Trademark License Agreement, dated
November 2, 2000, between Getty Properties and the Company.*
(e)(6) Trademark License Agreement, dated November 2, 2000, between
Getty TM Corp. and the Company.*
</TABLE>
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 4, 2000
GETTY PETROLEUM MARKETING INC.
By: /s/ LEO LIEBOWITZ
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Leo Liebowitz
Chairman and Chief Executive Officer
