Lukoil Americas Corp, et al. – ‘SC TO-T/A’ on 12/11/00 re: Getty Petroleum Marketing Inc/MD

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Schedule To-T/A Re Getty Petroleum Marketing Inc.      5     21K 
 2: EX-99       Ex-99.A Press Release                                  2      7K 

SC TO-T/A   —   Schedule To-T/A Re Getty Petroleum Marketing Inc.
Document Table of Contents

SC TO-T/A
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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. 3 (Final Amendment)

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

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|_|  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: |X|                                                

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          This Amendment No. 3 (Final Amendment) ("Final  Amendment") 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 and by  Amendment  No. 2 thereto on December 8, 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 the Purchaser to purchase 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 5.   Past Contacts, Transactions, Negotiations and Agreements.             

          Item 5 is hereby  amended and  supplemented  to include the  following
information:                                                                    

          The Offer  expired at 12:00  midnight,  New York City time, on Friday,
December 8, 2000.  Pursuant to the Offer,  the  Purchaser  accepted  for payment
10,092,081  shares of Common  Stock  reported by the  Depositary  as having been
tendered in the Offer. The shares tendered in the Offer represent  approximately
72% of the  outstanding  shares of Common  Stock.  On December 11, 2000,  LUKOIL
issued  a press  release  announcing  the  results  of the  Offer.  LUKOIL  also
announced  that it expected that the Merger of the  Purchaser  with and into the
Company would occur as soon as practicable.                                     

          The full text of the  LUKOIL'S  December  11,  2000  press  release is
attached hereto as Exhibit (a)(5)(vi).                                          

Item 11.  Additional Information.                                               

          On the  afternoon of December 8, 2000,  the Supreme Court of the State
of New York,  County of New York,  heard arguments on a motion brought by United
and an alleged  stockholder of the Company  seeking to enjoin the Purchaser from
accepting for payment the shares of Common Stock  validly  tendered in the Offer
on the Expiration Date and the Company and the Lukoil Entities from consummating
the Merger.  The  complaint is more fully  described  in Amendment  No. 2 to the
Lukoil  Entities'  Tender Offer  Statement on Schedule TO. At such hearing,  the
Court denied the plaintiffs' motion.                                            

Item 12.  Exhibits                                                              

(a)(5)(vi) Text of press release issued by OAO LUKOIL       

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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 10, 2000            By:        /s/  Ralif Safin                 
                                  --------------------
                  Name:  Ralif Safin
                           Title: First Vice President

                 LUKOIL INTERNATIONAL GMBH

Dated: December 10, 2000            By:        /s/  Ralif Safin                 
                                       -------------------------
                  Name:  Ralif Safin
                                Title: Authorized Representative

                   LUKOIL AMERICAS CORPORATION

Dated: December 10, 2000            By:      /s/  Vadim Gluzman                 
                                             -----------------------------------
                       Vadim Gluzman
                                             Chairman of the Board and Secretary

     MIKECON CORP.

Dated: December 10, 2000            By:      /s/  Vadim Gluzman                 
                                             -----------------------------------
                       Vadim Gluzman
                                             Chairman of the Board and Secretary

SC TO-T/A
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 EXHIBIT INDEX

Exhibit Number                      Description                                 

*(a)(1)(i)                          Offer to Purchase.                          

*(a)(1)(ii)                         Letter of Transmittal.                      

*(a)(5)(i)                          Notice of Guaranteed Delivery.              

*(a)(5)(ii)                         Letter  to  Brokers,   Dealers,   Commercial
                                  Banks, Trust Companies and Other Nominees.

*(a)(5)(iii)                        Letter  to  Clients   for  use  by  Brokers,
                                    Dealers,  Commercial Banks,  Trust Companies
           and Other Nominees.

*(a)(5)(iv)                         Guidelines  for  Certification  of  Taxpayer
                                    Identification  Number  on  Substitute  Form
W-9.    

*(a)(5)(v)                          Summary Advertisement  published on November
                           9, 2000 in the Wall Street Journal.

(a)(5)(vi)                          Text of press  release  issued by OAO LUKOIL
             on December 11, 2000.

*(b)                                Loan Agreement, dated as of October 30, 2000
                                  between Parent and LUKOIL Finance Limited.

*(d)(i)                             Agreement   and  of  Merger,   dated  as  of
                                    November 2, 2000,  among OAO LUKOIL,  LUKOIL
                                    International  GmbH,  Parent,  Purchaser and
    the Company.

*(d)(ii)                            Form of Support Agreement, dated November 2,
                                    2000, between Purchaser, LUKOIL Americas and
                                    each of Leo  Liebowitz,  Howard  Safenowitz,
                                    Milton   Cooper   and   certain   of   their
                 affiliates or associates.

*Other                              Power  of   Attorney   executed   by  LUKOIL
           International GmbH.

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

*  Previously filed                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/11/00		3		5			SC 13D/A,  SC 14D9/A
		12/10/00		4
		12/8/00		3					8-K,  SC 13D/A,  SC 14D9/A,  SC TO-T,  SC TO-T/A
		12/1/00		3					SC TO-T/A
		11/9/00		1		5			SC 14D9,  SC TO-T
		11/2/00		5					8-K
		10/30/00		5
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