<PAGE> 1
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined herein). The Offer (as defined herein) is made solely
by the Offer to Purchase, dated November 9, 2000, and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of Mikecon Corp. by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
GETTY PETROLEUM MARKETING INC.
AT
$5.00 NET PER SHARE
BY
MIKECON CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
OAO LUKOIL
Mikecon Corp. ("Purchaser"), a Delaware corporation and an indirect wholly
owned subsidiary of OAO LUKOIL, a Russian open joint stock company ("LUKOIL"),
is offering to purchase all of the issued and outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Getty Petroleum Marketing
Inc. (the "Company"), at a price of $5.00 per Share, net to the seller in cash
(the "Offer Price"), without interest thereon, on the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal (which, as each may be amended and supplemented from time to time,
together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES
ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION") AND (2) ALL APPLICABLE
WAITING PERIODS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED, HAVING EXPIRED OR BEEN TERMINATED. THE OFFER IS ALSO SUBJECT TO
OTHER TERMS AND CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE AND IN THE RELATED
LETTER OF TRANSMITTAL.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of November 2, 2000 (the "Merger Agreement"), by and among LUKOIL, Lukoil
International GmbH, an Austrian corporation and direct wholly owned subsidiary
of LUKOIL, Lukoil Americas Corporation, a Delaware corporation ("Parent"),
Purchaser (collectively, the "Lukoil Entities") and the Company. The Merger
Agreement provides that, among other things, as promptly as practicable after
consummation of the Offer and the satisfaction or waiver of the other conditions
contained in the Merger Agreement, Purchaser will be merged with and into the
Company (the "Merger"), with the Company continuing as the surviving
corporation. At the effective time of the Merger (the "Effective Time"), each
issued and outstanding Share (other than Shares owned by the Company, any wholly
owned subsidiary of the Company or by the Lukoil Entities or any wholly owned
subsidiary of a Lukoil Entity and Shares for which appraisal rights, if any,
have properly been asserted) will, by virtue of the Merger and without any
action on the part of the holder thereof, be canceled and converted into the
right to receive $5.00 per share, without interest. The Merger Agreement is more
fully described in Section 11 of the Offer to Purchase. Purchaser and Parent
have entered into separate Support Agreements with certain stockholders of the
Company who own an aggregate of approximately 40% of the outstanding Shares.
Such stockholders have, subject to the provisions of the Support Agreements,
agreed, among other things, to validly tender (and not withdraw) all such Shares
pursuant to the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY, BY THE UNANIMOUS VOTE OF THE
DIRECTORS, AND AFTER REVIEW OF PARTS OF THE TRANSACTION BY A SPECIAL COMMITTEE
COMPRISED OF THE INDEPENDENT DIRECTORS, HAS (1) DETERMINED THAT EACH OF THE
MERGER AGREEMENT, THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS
OF THE COMPANY'S STOCKHOLDERS; (2) APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER; (3)
DECLARED THE MERGER AGREEMENT ADVISABLE; AND (4) RECOMMENDED THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND
APPROVE THE MERGER.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to American
Stock Transfer & Trust Company (the "Depositary") of its acceptance for payment
of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from Purchaser and transmitting such payments to tendering
stockholders whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCES
WILL INTEREST BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (1) certificates evidencing such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in Section 3 of the Offer to
Purchase, (2) the Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase) and (3) any other documents required by the
Letter of Transmittal.
<PAGE> 2
(continued from cover)
Purchaser expressly reserves the right, in its sole discretion (subject to
the terms and conditions of the Merger Agreement and applicable law), at any
time and from time to time, to extend the period during which the Offer is open
for any reason, including the failure of any of the conditions specified in
Section 13 of the Offer to Purchase to be satisfied, by giving oral or written
notice of such extension to the Depositary. Any such extension will be followed
by public announcement thereof, and such announcement will be made no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date (as defined below). The term "Expiration Date" means
12:00 midnight, New York City time, on December 8, 2000, unless Purchaser
(subject to the terms of the Merger Agreement) shall have extended the period of
time during which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by
Purchaser, shall expire. If on any scheduled Expiration Date of the Offer all
conditions to the Offer have not been satisfied, Purchaser may extend, and at
the request of the Company shall extend, the Expiration Date for additional
periods each of which may be up to ten business days; and provided, further,
that Purchaser may extend the Offer for any period required by any rule,
regulation, interpretation or position of the Securities and Exchange Commission
applicable to the Offer. If all conditions to the Offer have been satisfied on
any scheduled Expiration Date, Purchaser may elect to extend the Offer for up to
ten additional business days so long as Purchaser waives all conditions of the
Offer other than (i) the Minimum Condition and (ii) the condition described in
clause (b) of Section 13 of the Offer to Purchase solely to the extent Parent or
Purchaser would violate any statute, rule, regulation, judgment, order or
injunction. So long as the Minimum Condition has been met, Purchaser may,
subject to applicable law, elect to waive any other conditions to the Offer that
have not been met and accept for payment the Shares validly tendered and not
properly withdrawn. Purchaser may not extend, and the Company may not cause
Purchaser to extend, the Expiration Date beyond January 25, 2001. Under the
Merger Agreement and pursuant to Rule 14d-11 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), Purchaser may provide one or more
subsequent offering periods following the expiration of the Offer of up to an
aggregate of 20 business days. A subsequent offering period is an additional
period of time from 3 to 20 business days in length, beginning after Purchaser
purchases Shares tendered in the Offer, during which stockholders of the Company
may tender Shares not tendered in the Offer. No withdrawal rights will be
available during any such subsequent offering period in accordance with Rule
14d-7 under the Exchange Act.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by Purchaser
pursuant to the Offer, may also be withdrawn at any time after January 7, 2001.
For a withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares, if different from that of the person who tendered such Shares. If stock
certificates representing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such stock certificates, the serial numbers shown on such stock certificates
must be submitted to the Depositary and the signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution (as defined in the
Offer to Purchase), unless such Shares have been tendered for the account of an
Eligible Institution. Shares tendered pursuant to the procedure for book-entry
transfer as set forth in Section 3 of the Offer to Purchase, may be withdrawn
only by means of the withdrawal procedures made available by the Book-Entry
Transfer Facility, must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and must
otherwise comply with the Book-Entry Transfer Facility's procedures. All
questions as to the form and validity (including time of receipt) of any notice
of withdrawal will be determined by Purchaser, in its sole discretion, whose
determination will be final and binding on all parties. Neither Purchaser, any
of its affiliates or assigns, the Depositary, D.F. King & Co., Inc., which is
acting as the Information Agent for the Offer, or any other person will be under
any duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give such notification. Any
Shares properly withdrawn will thereafter be deemed not to have been validly
tendered for purposes of the Offer. However, properly withdrawn Shares may be
re-tendered at any time prior to the Expiration Date by following one of the
procedures described in Section 3 of the Offer to Purchase.
The receipt by a stockholder of the Company of cash for Shares pursuant to
the Offer and the Merger will be a fully taxable transaction for United States
federal income tax purposes. All stockholders are urged to consult their own tax
advisors as to the particular tax consequences to them of the Offer and the
Merger.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Exchange Act is contained in the Offer to
Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list and
security position listing for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and, if
required, other relevant materials will be mailed to recordholders of Shares
whose names appear on the stockholder list and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the stockholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase and the related Letter of Transmittal and all other
tender offer materials may be directed to the Information Agent, and copies will
be furnished promptly at Purchaser's expense. Purchaser will not pay any fees or
commissions to any broker or dealer or any other person (other than the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
ALL OTHERS CALL TOLL FREE: (800) 290-6429
November 9, 2000
