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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 8, 2000
GETTY PETROLEUM MARKETING INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 1-14990 11-3339235
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
125 Jericho Turnpike
Jericho, New York 11753
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 338-6000
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Not applicable
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(Former Name or Former Address, if Changes Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On December 11, 2000, OAO LUKOIL, a Russian joint stock company
("LUKOIL"), announced that it had successfully completed its $5.00 per share
cash tender offer (the "Offer") for all of the issued and outstanding shares of
common stock of Getty Petroleum Marketing Inc. (the "Company"). The Offer
expired at 12:00 midnight, New York City time, on Friday, December 8, 2000.
Pursuant to the Offer, Mikecon Corp., an indirect, wholly owned subsidiary of
LUKOIL, accepted for payment 10,092,081 shares of common stock of the Company
reported by the depositary as having been tendered in Offer. Mikecon Corp.
promptly paid for all shares of common stock of the Company validly tendered in
the Offer. The shares tendered in the Offer represent approximately 72% of the
outstanding shares of common stock of the Company. The text of LUKOIL's press
release dated December 11, 2000 announcing the completion of the Offer is
attached hereto as Exhibit 99.1.
Lukoil Americas Corporation made a capital contribution to Mikecon
Corp. in an amount sufficient to purchase all of the shares of common stock of
the Company that were tendered in the Offer and that will be cancelled and paid
for in the merger. Lukoil Americas Corporation has obtained such funds from
equity contributions and inter-company borrowings from direct and indirect
wholly owned subsidiaries of LUKOIL. Of the total funds contributed to Mikecon
Corp., Lukoil Americas Corporation has borrowed $56 million from Lukoil Finance
Limited, which is an indirect, wholly owned subsidiary of LUKOIL.
The board of directors of the Company has been reconstituted in
accordance with the terms of the Agreement and Plan of Merger, dated November 2,
2000, among the Company, LUKOIL, Lukoil International GmbH, Lukoil Americas
Corporation and Mikecon Corp. On December 13, 2000, Leo Liebowitz, Howard
Safenowitz, Matthew J. Chanin and Howard Silverman resigned as directors of the
Company, and Vadim Gluzman and Ralif Rafilovich Safin were duly appointed as
directors of the Company. Ronald Hall and Richard Montag remain on the board of
directors. Subsequently, the board duly appointed Sergey P. Kukura as a director
of the Company.
On December 13, 2000, Leo Liebowitz resigned as Chairman and Chief
Executive Officer of the Company. Vincent J. DeLaurentis, the Company's
President and Chief Operating Officer, will serve as principal executive officer
pending completion of the merger of Mikecon Corp. into the Company, pursuant to
which the Company will become a wholly-owned subsidiary of Lukoil Americas
Corporation.
The Company has established the close of business on December 27, 2000
as the record date to determine those stockholders who will be entitled to vote
at a special meeting of stockholders in order to consider and approve the merger
with Mikecon Corp. The Company anticipates that the special meeting of
stockholders will be held in late January 2001. Upon completion of the merger,
each remaining outstanding share of common stock of the Company will be
converted into the right to receive $5.00 in cash.
ITEM 5. OTHER EVENTS.
Prior to the successful completion of the Offer, the Company and Getty
Realty Corp. revised the consolidated, amended and restated master lease and the
environmental indemnity agreement both originally executed on November 2, 2000.
The amended master lease, the environmental indemnity agreement, the two related
trademark agreements and the other related agreements became effective on
December 9, 2000. A copy of the amended master lease, the environmental
indemnity agreement and the two related trademark agreements are attached hereto
as Exhibits 99.2 through 99.5.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
Exhibit Number Description
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99.1 Text of press release of LUKOIL dated December 11,
2000.
99.2 Consolidated, Amended and Restated Master Lease,
dated November 2, 2000, between Getty Properties and
the Company.
99.3 Environmental Indemnity Agreement dated November 2,
2000, between Getty Properties and the Company.
99.4 Amended and Restated Trademark License Agreement,
dated November 2, 2000, between Getty Properties and
the Company. (Filed as Exhibit 99(e)(5) to the
Company's Schedule 14D-9 filed November 9, 2000, and
incorporated herein by reference.)
99.5 Trademark License Agreement, dated November 2, 2000,
between Getty TM Corp. and the Company. (Filed as
Exhibit 99(e)(6) to the Company's Schedule 14D-9
filed November 9, 2000, and incorporated herein by
reference.)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GETTY PETROLEUM MARKETING INC.
Date: December 15, 2000 /s/ Vincent DeLaurentis
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Vincent DeLaurentis
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Text of press release of LUKOIL dated December 11, 2000.
99.2 Consolidated, Amended and Restated Master Lease, dated November 2,
2000, between Getty Properties and the Company.
99.3 Environmental Indemnity Agreement dated November 2, 2000, between
Getty Properties and the Company.
99.4 Amended and Restated Trademark License Agreement, dated November 2,
2000, between Getty Properties and the Company. (Filed as Exhibit
99(e)(5) to the Company's Schedule 14D-9 filed November 9, 2000, and
incorporated herein by reference.)
99.5 Trademark License Agreement, dated November 2, 2000, between Getty
TM Corp. and the Company. (Filed as Exhibit 99(e)(6) to the
Company's Schedule 14D-9 filed November 9, 2000, and incorporated
herein by reference.)
