SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Getty Petroleum Marketing Inc.
---------------------------------------
(Name of Subject Company (Issuer))
OAO LUKOIL
Lukoil International GmbH
Lukoil Americas Corporation
Mikecon Corp.
---------------------------------------------------------------
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class Securities)
374292100
----------------------------------------
(CUSIP Number of Class of Securities)
Vadim Gluzman
Chairman of the Board
Lukoil Americas Corporation
540 Madison Avenue
New York, New York 10022
(212) 421-4141
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Patrick J. Dooley, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
CALCULATION OF FILING FEE
--------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
--------------------------------------------------------------------------
$73,873,505.00 $14,774.71
--------------------------------------------------------------------------
* For purposes of calculating the filing fee only, this amount is based on
the purchase of 14,002,866 outstanding shares of Common Stock and shares
of Common Stock underlying 771,835 stock options all at the tender offer
price of $5.00 per share.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11 (a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $14,774.71 Filing Party: OAO LUKOIL; Mikecon Corp.;
---------- Lukoil International GmbH;
Lukoil Americas Corporation
Form or Registration No.: Schedule TO Date Filed: November 9, 2000
----------- ----------------
<PAGE>
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
November 9, 2000, as amended by Amendment No. 1 thereto on December 1, 2000,
(the "Schedule TO") by OAO LUKOIL, a Russian open joint stock company
("LUKOIL"), LUKOIL International GmbH, an Austrian corporation ("Lukoil
International") and a direct, wholly owned subsidiary of LUKOIL, Lukoil Americas
Corporation, a Delaware corporation ("Parent") and an indirect, wholly owned
subsidiary of LUKOIL and Mikecon Corp., a Delaware corporation (the "Purchaser")
and the direct, wholly owned subsidiary of Parent, in connection with the offer
by Purchaser for all of the outstanding shares of common stock, par value $0.01
per share (the "Common Stock"), of Getty Petroleum Marketing Inc., a Maryland
corporation (the "Company"), at a price of $5.00 per share of Common Stock, net
to the seller in cash, without interest upon and subject to the terms and
conditions set forth in the Offer to Purchase, dated November 9, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal, which together, as
each may be amended or supplemented from time to time, constitute the "Offer"
and which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(i)
and (a)(1) (ii), respectively. Capitalized terms used herein but not otherwise
defined have the meaning ascribed to such terms in the Offer to Purchase.
Item 4. Terms Of The Transaction.
Item 4 is hereby amended as follows:
1. The section of the Offer to Purchase captioned Section 1 --
"Terms of the Offer" is hereby amended by replacing the first sentence of the
fourth paragraph on page 3 thereof with the following sentences:
Subject to the terms of the Merger Agreement, the applicable
rules and regulations of the Commission (including Rule
14e-1(c) under the Exchange Act) and to applicable law, the
Purchaser also expressly reserves the right, in its sole
discretion, (i) to delay acceptance for payment of, or,
regardless of whether such shares of Common Stock were
theretofore accepted for payment, or payment for, any shares
of Common Stock (a) if any applicable waiting period under the
HSR Act has not expired or been terminated or (b) in order to
comply in whole or in part with any other applicable law
(subject to Rule 14e-1(c) under the Exchange Act), (ii) on or
prior to the Expiration Date to terminate the Offer and not
accept for payment any shares of Common Stock if any of the
conditions referred to in Section 13 -- "Conditions of the
Offer" are not satisfied or any of the events specified in
Section 13 -- "Conditions of the Offer" has occurred and
remains in effect, and (iii) to waive any condition or
otherwise amend the Offer in any respect on or prior to the
Expiration Date, in each case by giving oral or written notice
of such delay, termination, waiver or amendment to the
Depositary and by making a public announcement thereof. Any
delay of acceptance for payment of, or payment for, shares of
Common Stock will be effected in compliance with Rule 14e-1(c)
under the Exchange Act, which obligates a bidder to pay for or
return tendered securities promptly after the termination or
withdrawal of such bidder's offer.
Item 11. Additional Information.
On the afternoon of December 7, 2000, United Getty Marketing, Inc.
("United") and an alleged stockholder of the Company filed a complaint in the
Supreme Court of the State of New York, County of New York (the "Court"),
against the Company, each of the directors of the Company and each of the Lukoil
Entities. The allegations of the complaint include that the directors of the
Company failed to act in the best interests of the stockholders of the Company
by (i) failing to exercise reasonable business judgment in evaluating the
economic benefits of the proposal made by United, (ii) failing to disclose the
scope and extent of their conflict of interest as directors and majority
stockholders of both the Company and Getty Realty Corp., and further placing
their personal interests and the interests of Getty Realty Corp ahead of the
stockholders of the Company in rejecting the proposal made by United, (iii)
incorporating into the Merger Agreement a termination fee designed to discourage
the acceptance of other proposals, and (iv) issuing misleading characterizations
of United's offer and the financing of that offer. United further alleges that
the Lukoil Entities aided and abetted the directors of the Company in committing
such conduct. Among other things, the complaint seeks to enjoin the Purchaser
from accepting for payment the shares of Common Stock validly tendered in the
Offer on the Expiration Date, consummating the Merger and unspecified damages.
The Court has ordered that the parties appear before it for a hearing on the
issue of whether an injunction is appropriate, at 3:00 p.m. on Friday, December
8, 2000 and has further ordered that pending such hearing the Lukoil Entities
are enjoined from accepting for payment the shares of Common Stock tendered in
the Offer and the parties are enjoined from consummating the Merger.
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I 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
MIKECON CORP.
Dated: December 7, 2000 By: /s/ Vadim Gluzman
---------------------------
Vadim Gluzman
Chairman of the Board
