Lukoil Americas Corp, et al. – ‘SC TO-T/A’ on 12/1/00 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   Amend#1/Sch to Re Getty Petroleum Marketing, Inc.      7     31K 

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. 1

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: |_|                             

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          This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange  Commission on November 9,
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 Purchaser for 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 1    Summary Term Sheet.                                                   

Item 1 is hereby amended as follows:                        

          1.   The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby  amended by replacing  the second to last sentence in the first
paragraph of the response to the question "Can the offer be extended,  and under
what circumstances?" on page iii thereof with the following sentence:           

          In addition, we may extend our offer even if all the conditions to our
          offer have been satisfied, but in this instance we may do so only once
          for up to an  additional  ten  business  days and we have to waive all
          conditions,  except  the  condition  that at least a  majority  of the
          outstanding  shares of Common Stock of Getty Petroleum  Marketing Inc.
          (assuming  the  exercise  of all  outstanding  stock  options)  (i.e.,
          7,387,351  shares) have been properly  tendered and the condition that
          we would not violate the law by  accepting  the shares of Common Stock
for payment.                                                

          2.   The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby  amended by replacing the first bullet point in the response to
the question  "What are the most  significant  conditions to the offer?" on page
iii with the following bullet point:                                            

          at least a majority of the outstanding shares of Common Stock of Getty
          Petroleum  Marketing  Inc.  (assuming the exercise of all  outstanding
          stock options) (i.e.,  7,387,351  shares) are validly tendered and not
withdrawn prior to the expiration of our offer; and         

          3.   The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby  amended by replacing the first sentence in the response to the
question "How do I withdraw previously tendered shares of common stock?" on page
iv thereof with the following sentence:                                         

          To  withdraw  shares of Common  Stock,  you must  deliver a written or
          facsimile  notice of  withdrawal,  or a copy of one, with the required
          information to American Stock Transfer & Trust Company, the depositary
         for our offer, while you still have the right to withdraw the shares.

          4.   The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby  amended by adding to the response to the  question  "What does
the Getty Petroleum  Marketing Inc. board of directors recommend with respect to
the offer?" on page iv thereof the following new paragraph:                     

          We suggest that you read the Solicitation/Recommendation  Statement on
          Schedule  14D-9 of Getty  Petroleum  Marketing  Inc.  which includes a
          description  of the reasons why the board of directors of that company
          believes that our offer and the merger are in your best  interests and
          has  recommended  that you tender your  shares of Common  Stock in our
          offer.  The board of directors of Getty  Petroleum  Marketing Inc. was
          obligated to make this  recommendation  in accordance  with the merger
          agreement.  A copy  of the  Solicitation/Recommendation  Statement  on
          Schedule 14D-9 should have been delivered to you along with this Offer
to Purchase.                                                

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          5.   The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby  amended by replacing the first sentence in the response to the
question  "Will  the  tender  offer  be  followed  by a  merger  if all of Getty
Petroleum  Marketing  Inc.'s  shares of common  stock  are not  tendered  in the
offer?" on page v thereof with the following sentence:                          

          If we  accept  for  payment  and pay for at  least a  majority  of the
          outstanding  shares of Common Stock of Getty Petroleum  Marketing Inc.
          (i.e.,  7,387,351  shares),  we will be  merged  with and  into  Getty
Petroleum Marketing Inc.                                    

Item 2    Subject Company Information.                                          

Item 2 is hereby amended as follows:                        

          The section of the Offer to Purchase  captioned  Section 7 -- "Certain
Information  Concerning the Company" is amended by deleting the second  sentence
of the first paragraph on page 11 thereof.                                      

Item 4    Terms Of The Transaction.                                             

Item 4 is hereby amended as follows:                        

          1.   The cover  page of the Offer to  Purchase  is hereby  amended  by
deleting clause (i) of the second  paragraph and replacing it with the following
clause (i):                                                                     

THERE BEING  VALIDLY  TENDERED  AND NOT  PROPERLY  WITHDRAWN
PRIOR TO THE  EXPIRATION  OF THE  OFFER  AT LEAST  7,387,351
SHARES  OF COMMON  STOCK,  PAR  VALUE  $0.01 PER SHARE  (THE
"COMMON  STOCK"),  OF GETTY  PETROLEUM  MARKETING  INC. (THE
"COMPANY"),  WHICH  REPRESENT A MAJORITY OF THE  OUTSTANDING
SHARES OF COMMON STOCK ON A FULLY DILUTED BASIS,            

          2.   The  section  of the  Offer to  Purchase  captioned  Section 1 --
"Terms of the Offer" is hereby  amended by replacing  the first  sentence of the
fourth paragraph on page 3 thereof with the following sentences:                

Subject to the terms of the Merger Agreement, the applicable
rules and  regulations  of the  Commission and to applicable
law, the Purchaser also expressly reserves the right, in its
sole  discretion,  at any time and from  time to time (i) to
delay  acceptance for payment of, or,  regardless of whether
such shares of Common  Stock were  theretofore  accepted for
payment,  or payment  for, any shares of Common Stock (a) if
any  applicable  waiting  period  under  the HSR Act has not
expired  or been  terminated  or (b) in order to  comply  in
whole or in part with any other  applicable  law (subject to
Rule 14e-1(c) under the Exchange Act), (ii) to terminate the
Offer and not accept for payment any shares of Common  Stock
if  any of  the  conditions  referred  to in  Section  13 --
"Conditions  of the Offer" are not  satisfied  or any of the
events  specified in Section 13 -- "Conditions of the Offer"
has occurred  and remains in effect,  and (iii) to waive any
condition  or  otherwise  amend the Offer in any  respect by
giving oral or written  notice of such  delay,  termination,
waiver or amendment to the Depositary and by making a public
announcement  thereof.  Any delay of acceptance  for payment
of, or payment for,  shares of Common Stock will be effected
in  compliance  with Rule  14e-1(c)  under the Exchange Act,
which  obligates  a  bidder  to pay for or  return  tendered
securities  promptly after the  termination or withdrawal of
such bidder's offer.                                        

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          3.   The  section  of the  Offer to  Purchase  captioned  Section 2 --
"Acceptance  for  Payment  and  Payment  for  Shares of Common  Stock" is hereby
amended by by replacing the first paragraph on page 5 thereof with the following
paragraph:                                                                      

Upon the terms and subject to the  conditions  of the Offer,
the Merger  Agreement and applicable law (including,  if the
Offer is extended or amended,  the terms and  conditions  of
any  such  extension  or  amendment),   the  Purchaser  will
purchase,  by accepting  for payment,  and will pay for, all
shares  of  Common  Stock  validly  tendered  prior  to  the
Expiration  Date (and not properly  withdrawn in  accordance
with  Section  4 --  "Withdrawal  Rights")  as  promptly  as
practicable   after  the  Expiration  Date  if  all  of  the
conditions  set forth in  Section 13 --  "Conditions  of the
Offer"  have  been  satisfied  or  waived on or prior to the
Expiration   Date.   Subject  to  applicable  rules  of  the
Commission  and  the  terms  of the  Merger  Agreement,  the
Purchaser   expressly   reserves  the  right,  in  its  sole
discretion,  to delay  acceptance for payment of, or payment
for, shares of Common Stock in order to comply,  in whole or
in part,  with any  applicable  law. Any such delays will be
effected in compliance with Rule 14e-1(c) under the Exchange
Act, which  obligates a bidder to pay for or return tendered
securities  promptly after the  termination or withdrawal of
such bidder's offer.                                        

          4.   Inasmuch as Item 4  incorporates  by reference  the "Summary Term
Sheet" and Section 7 of the Offer to Purchase,  Item 4 is hereby further amended
by reference to the amendments to Items 1 and 2 of this Amendment No. 1.        

          5.   The  section  to the Offer to  Purchase  captioned  Section 13 --
"Conditions  of the Offer" is hereby amended by  incorporating  by reference the
information set forth in and by amending Section 13 as follows:                 

          (a)  The first sentence of the first paragraph on page 31 of the Offer
to Purchase is hereby replaced with the following sentence:                     

Notwithstanding any other provision of the Offer and subject
to the terms of the Merger  Agreement,  the Purchaser  shall
not be  required  to accept for payment any shares of Common
Stock or, subject to any applicable rules and regulations of
the SEC,  to pay for any  shares  of Common  Stock  tendered
pursuant to the Offer,  unless (i) the Minimum Condition has
been satisfied and (ii) any applicable  waiting period under
the HSR Act shall have expired or been  terminated (the "HSR
Condition").                                                

          (b)  The first  sentence in the first full paragraph on page 33 of the
Offer to Purchase is hereby replaced with the following sentence:               

The  foregoing  conditions  shall be for the sole benefit of
Parent and the Purchaser  subject to the terms of the Merger
Agreement and may be waived by Parent or the  Purchaser,  in
whole or in part, at any time and from time to time prior to
the  expiration  of  the  Offer  in  their  respective  sole
discretion.                                                 

Item 5    Past Contacts, Transactions, Negotiations And Agreements.             

          1.   Item 5 is hereby amended and supplemented by adding the following
sentence as the last  sentence of the fourth  paragraph on the cover page of the
Offer to Purchase:                                                              

SEE  "ITEM 4. THE  SOLICITATION  OR  RECOMMENDATION"  OF THE
COMPANY'S  SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9                                                       

          2.   Item 5 is hereby amended and supplemented by adding the following
sentence as the last sentence of the fourth  paragraph of the section  captioned
"Introduction" on page 1 of the Offer to Purchase:                              

SEE  "ITEM 4. THE  SOLICITATION  OR  RECOMMENDATION"  OF THE
COMPANY'S  SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9                                                       

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          3.   Item 5 is hereby amended and supplemented by adding the following
as  indicated  in the section of the Offer to Purchase  captioned  Section  10--
"Background of the Offer":                                                      

          (a)  The  twelfth  paragraph  on page 18 of the Offer to  Purchase  is
hereby amended by adding the following sentence at the end of such paragraph:   

          Lukoil USA also  proposed  that in order to commence its due diligence
          the  Company  enter  into an  agreement  that  would  provide  for the
          reimbursement  of its  expenses and a  termination  fee, all in a form
          which was memorialized in the Letter Agreement  entered into on August
8, 2000.                                                    

          (b)  The  fifteenth  paragraph  on page 18 of the Offer to Purchase is
hereby amended by adding the following sentence at the end of such paragraph:   

After extensive negotiations, Getty Properties Corp. and the
Lukoil  Entities  agreed to amend the master leases in order
to, among other  things,  consolidate  the  existing  master
leases into a single  lease,  establish  the initial term of
the amended master lease as being for fifteen years,  modify
the rent provisions,  amend the use, casualty,  condemnation
and default and cure provisions, provide credit enhancements
in  favor  of the  landlord,  establish  standards  for  the
abandonment of properties under the amended master lease and
for the  allocation of  environmental  risks,  and to permit
commercial leasehold financing.                             

Item 11   Additional Information.                                               

Item 11 is hereby amended as follows:                       

          1.   The  section  of the  Offer to  Purchase  captioned  Section 7 --
"Certain Information  Concerning the Company -- Certain Projected Financial Data
for the  Company"  is  amended  by  deleting  the  second  sentence  of the last
paragraph on page 14.                                                           

          2.   The  section  of the Offer to  Purchase  captioned  Section 14 --
"Certain  Legal  Matters;  Regulatory  Approvals" is hereby  further  amended by
replacing the last paragraph on page 36 in with the following paragraph:        

Under  the  provisions  of the  HSR  Act  applicable  to the
purchase  of shares of Common  Stock  pursuant to the Offer,
such  purchase  may not be made  until the  expiration  of a
fifteen  calendar day waiting period  following the required
filing of a  Notification  and Report Form under the HSR Act
by Parent,  which  Parent  submitted  on  November  6, 2000.
Accordingly, the waiting period under the HSR Act would have
expired at 11:59 P.M.,  New York City time,  on November 21,
2000, which was the fifteenth  calendar day following filing
of the  Notification  and Report Form by Parent,  if the FTC
had not granted early termination of the waiting period. The
FTC  granted  Parent's  request  for  early  termination  on
November 20, 2000.                                          

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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: November 30, 2000            By: /s/  Ralif Safin                        
                                   -----------------------------------
                  Name:  Ralif Safin
                           Title: First Vice President

                 LUKOIL INTERNATIONAL GMBH

Dated: November 30, 2000            By: /s/  Ralif Safin                        
                                   -----------------------------------
                  Name:  Ralif Safin
                                Title: Authorized Representative

                     LUKOIL AMERICAS CORPORATION

Dated: November 30, 2000             By: /s/ Vadim Gluzman                      
                    ------------------
               Vadim Gluzman
                       Chairman of the Board

         MIKECON CORP.

Dated: November 30, 2000             By: /s/ Vadim Gluzman                      
                    ------------------
               Vadim Gluzman
                       Chairman of the Board

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		12/1/00
		11/30/00		7
		11/21/00		6
		11/20/00		6
		11/9/00		1		3			SC 14D9,  SC TO-T
		11/6/00		6					8-K
		8/8/00		6
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