GETTY PETROLEUM MARKETING INC /MD/
8-K/A, 2001-01-17
PETROLEUM BULK STATIONS & TERMINALS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------

                                 AMENDMENT NO. 1
                                       TO
                                    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) January 3, 2001


                         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
                                                   ----------------------------

                                 Not applicable
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          (Former Name or Former Address, if Changes Since Last Report)


<PAGE>

Item 4.   Changes in Registrant's Certifying Accountant.

          On January 3, 2001,  Getty  Petroleum  Marketing Inc. (the  "Company")
dismissed  PricewaterhouseCoopers LLP as the Company's independent auditors. The
decision was made to change the Company's  independent  auditors in light of the
acquisition  by OAO LUKOIL  ("LUKOIL")  of  approximately  72% of the  Company's
outstanding  shares  of common  stock on  December  8, 2000 and the  anticipated
merger of the Company with and into Mikecon Corp.,  after which the Company will
become an indirect  wholly  owned  subsidiary  of LUKOIL.  KPMG  L.L.P.  acts as
LUKOIL's  worldwide  independent  auditors,  and  KPMG  L.L.P.  will  act as the
Company's  new  independent  auditors in  connection  with KPMG's  engagement by
LUKOIL.  The board of directors of the Company did not  recommend or approve the
dismissal of  PricewaterhouseCoopers  LLP, but it is anticipated that the action
will be ratified and  approved at the next  regularly  scheduled  meeting of the
board of directors.

          PricewaterhouseCoopers   LLP  had  audited  the  Company's   financial
statements  for the fiscal years ended  January 31, 1999 and 2000 and  delivered
auditors'  reports  thereon.  Such reports did not contain an adverse opinion or
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting  principles.  For the period  February 1, 1998 through
January   3,   2001,   the   Company   has  not  had  any   disagreements   with
PricewaterhouseCoopers LLP on any matters of accounting principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not resolved to the satisfaction of the auditors,  would have
caused the auditors to make reference to the subject matter of the  disagreement
in connection with their auditors' reports.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          (a)  Not Applicable

          (b)  Not Applicable

          (c)  Exhibits

          Exhibit Number      Description
          --------------      -----------

          16.1                Letter  from   PricewaterhouseCoopers  LLP,  dated
                              January 8, 2001, regarding disclosures made by the
                              Company with respect to matters described herein.*

          16.2                Letter  from   PricewaterhouseCoopers  LLP,  dated
                              January 17, 2001,  regarding  disclosures  made by
                              the Company with  respect to matters  described in
                              this   Amendment   No.  1.

----------
*         Filed previously.


<PAGE>



                                    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:  January 16, 2001                 /S/ VINCENT DELAURENTIS
                                        ---------------------------------------
                                        Vincent DeLaurentis,
                                        President and Chief Operating Officer






<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number                        Description
-------                       -----------

16.2                          Letter  from   PricewaterhouseCoopers  LLP,  dated
                              January 17, 2001,  regarding  disclosures  made by
                              the Company with  respect to matters  described in
                              this Amendment No. 1.




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