Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer 7 29K
12: EX-99 Power of Attorney 1 7K
2: EX-99.A.1.I Offer to Purchase 49 263K
3: EX-99.A.1.II Letter of Transmittal 12 56K
4: EX-99.A.5.I Notice of Guaranteed Delivery 3 15K
5: EX-99.A.5.II Letter to Brokers, Dealers 3 19K
6: EX-99.A.5.III Letter to Clients 4 18K
7: EX-99.A.5.IV Tax Guidelines 2 14K
8: EX-99.A.5.V Summary Advertisement 5± 23K
9: EX-99.B Loan Agreement 8 32K
10: EX-99.D.I Agreement and Plan of Merger 69 266K
11: EX-99.D.II Form of Support Agreement 8 30K
EX-99.A.5.I — Notice of Guaranteed Delivery
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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
GETTY PETROLEUM MARKETING INC.
TO
MIKECON CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
OAO LUKOIL
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if (i) certificates
(the "Certificates") evidencing shares of common stock, $0.01 par value per
share (the "Common Stock"), of Getty Petroleum Marketing Inc., a Maryland
corporation, are not immediately available, (ii) time will not permit all
required documents to reach American Stock Transfer & Trust Company, as
depositary (the "Depositary"), prior to the Expiration Date (as defined in the
Offer to Purchase (as defined below)) or (iii) the procedure for book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand, by overnight delivery or mailed to the
Depositary. See Section 3 -- "Procedures for Tendering Shares" of the Offer to
Purchase.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
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By Mail: By Hand or Overnight Courier:
59 Maiden Lane 59 Maiden Lane
New York, New York 10038 New York, New York 10038
(800) 937-5449 (800) 937-5449
(718) 921-8200 (718) 921-8200
By Facsimile:
(For Eligible Institutions Only)
(718) 234-5001
Confirm by Telephone:
(800) 937-5449
(718) 921-8200
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Mikecon Corp., a Delaware corporation and
a wholly owned subsidiary of Lukoil Americas Corporation, a Delaware
corporation, upon terms and subject to the conditions set forth in the Offer to
Purchase, dated November 9, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal, receipt of each of which is hereby acknowledged, the
number of shares specified below pursuant to the guaranteed delivery procedures
described in Section 3 -- "Procedures for Tendering Shares" of the Offer to
Purchase.
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Number of shares: Name(s) of Record Holder(s):
--------------------------------------------------- ---------------------------------------------------
Certificate Nos. (if available): Please Print
If shares of Common Stock will be delivered by Address:
book-entry Transfer, provide the following ---------------------------------------------------
information: ---------------------------------------------------
Account Number: ------------------------------- Zip Code
Area code and Tel. No.: -------------------------
Dated: ---------------- , 2000 Signature(s): ------------------------------------
--------------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or by any other bank, broker, dealer, credit union,
savings association or other entity which is an "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each of the foregoing constituting an
"Eligible Institution"), guarantees the delivery to the Depositary of the shares
of Common Stock tendered hereby, in proper form of transfer, or a Book-Entry
Confirmation (as defined in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees, or an Agent's Message
(as defined in the Offer to Purchase) in the case of a book-entry delivery, any
other required documents within three New York Stock Exchange trading days of
the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must delivery the Letter of Transmittal and
certificates representing shares of Common Stock to the Depositary within the
time period set forth herein. Failure to do so could result in financial loss to
such Eligible Institution.
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--------------------------------------------------- ---------------------------------------------------
Name of Firm Authorized Signature
--------------------------------------------------- ---------------------------------------------------
Address Title
--------------------------------------------------- Name ---------------------------------------------
Zip Code Please Type or Print
Area Code and Tel. No.: ------------------------ Dated: ----------------, 2000
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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Dates Referenced Herein and Documents Incorporated by Reference
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