<PAGE> 1
EXHIBIT (a)(1)(I)
[GETTY PETROLEUM MARKETING INC. LETTERHEAD]
Mr. John Catsimatidis
United Getty Marketing, Inc.
823 Eleventh Avenue
New York, New York 10019
December 2, 2000
Dear John:
We were disappointed to learn Friday afternoon that you are unwilling to submit
any written offer to acquire Getty Petroleum Marketing ("GPM") despite repeated
statements to the contrary from you and your advisors over the past six weeks.
Our management, employees and outside advisors have spent a substantial amount
of time working with your representatives assisting you with your due diligence
and discussing the terms and conditions of your November 6 proposal. In
addition, our stockholders had been led by you to believe you were moving
forward unequivocally from frequent interviews you granted to the press.
We have advised you repeatedly that insistence on a 90% minimum condition to
your tender offer (which could potentially allow any holder(s) of as little as
10% of GPM's stock to preclude the balance of GPM's stockholders from receiving
the value offered in your proposal) gives our board of directors great
difficulty. We continue to be prepared to work with you to discuss alternative
structures to reduce or eliminate this uncertainty. In addition, we have
repeatedly indicated to you and your representatives in our prior discussions
that review of your proposed financing arrangements is critical to our ability
to proceed; yet despite numerous assurances since November 6 that a copy of the
commitment would be forthcoming, we have not received it.
We believe that your demand late Friday afternoon that GPM agree to pay you $3
million as a condition to your submitting your written offer is, at a minimum,
outrageous and in any event violates the terms and conditions of our Merger
Agreement with Lukoil. As indicated in the draft merger agreement we provided
to you some time ago, we are prepared to grant you the same termination
protections we granted to Lukoil if we sign a merger agreement with you. We
were surprised to learn so late in the process, and after you spoke publicly of
your intentions to submit a higher offer for GPM's stock, conducted extensive
due diligence, occupied substantial amounts of the time of our management,
employees and outside advisors and caused us to incur considerable expenses,
that you would require $3 million even to submit your offer.
Despite the fact that we did not receive your offer, the board met this evening
and discussed all of the above. You are fully aware that the deadline under our
Merger Agreement with Lukoil for you to submit your offer is Tuesday. Although
time is short, our board of directors remains prepared to consider a written
offer if you are in fact prepared to make one. The board of directors of Getty
Realty Corp. is also prepared to negotiate with you to reach agreement during
the time remaining.
Sincerely yours,
Leo Liebowitz
Chairman and Chief Executive Officer
