SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
General Physics Corporation
__________________________________________________________
(Name of Issuer)
Common Stock, $.025 par value
__________________________________________________________
(Title of Class of Securities)
637130-10-5
________________________________________
(CUSIP Number)
Andrea D. Kantor
National Patent Development Corporation
9 West 57th Street
New York, NY 10019 Telephone No.(212) 230-9516
__________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
__________________________________________________________
October 1991
__________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box.
Check the following box if a fee is being paid with the
statement.
(A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial
ownership of more than five percent of the class of
securities described in Item 1; and has filed no amendment
subsequent thereto reporting beneficial ownership of less
than five percent of such class. See Rule 13d-7).
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 637130-10-5
CUSIP NO. 637130-10-5 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Five Star Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,062,500
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,062,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,062,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
14. TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 637130-10-5 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MXL Industries, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
637,500
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
637,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14. TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 637130-10-5 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerome I. Feldman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
42,100
8. SHARED VOTING POWER
6,904,234
9. SOLE DISPOSITIVE POWER
42,100
10. SHARED DISPOSITIVE POWER
6,904,234
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,904,234
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8%
14. TYPE OF REPORTING PERSON
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
* Includes warrants to acquire an aggregate of 1,357,355
shares of common stock.
CUSIP NO. 637130-10-5 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin M. Pollak
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT OT ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
46,370
8. SHARED VOTING POWER
6,908,504
9. SOLE DISPOSITIVE POWER
46,370
10. SHARED DISPOSITIVE POWER
6,908,504
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,908,504
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8%
14. TYPE OF REPORTING PERSON
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
* Includes warrants to acquire an aggregate of 1,357,355 shares of Common Stock.
* Includes warrants to acquire an aggregate of 470 shares of Common Stock.
CUSIP NO. 637130-10-5 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Patent Development Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
5,162,134
8. SHARED VOTING POWER
6,862,134
9. SOLE DISPOSITIVE POWER
5,162,134
10. SHARED DISPOSITIVE POWER
6,862,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,862,134
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.6%
14. TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
* Includes warrants to acquire an aggregate of 1,357,355 shares of Common Stock.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $.025 per
share (the "Common Stock"), of General Physics Corporation (the "Company"),
the principal executive offices of which are located at Suite 400, 6700
Alexander Bell Drive, Columbia, MD 21046.
Item 2. Identity and Background
This Schedule 13D is filed by National Patent Development Corporation, a
Delaware corporation ("NPDC"), (ii) Jerome I. Feldman, President and Chief
Executive Officer and a director and principal stockholder of NPDC,
(iii) Martin M. Pollak, Executive Vice President and Treasurer and a director
and principal stockholder of NPDC, (iv) Five Star Group, Inc. ("Five Star"),
a Delaware corporation and a wholly-owned subsidiary of NPDC and (v)
MXL Industries, Inc. ("MXL"), a Delaware corporation and a wholly-owned
subsidiary of NPDC. Such persons are collectively referred to herein as the
"Reporting Persons".
NPDC is a public company, the common stock of which is traded on the
American Stock Exchange. The principal business of NPDC is a holding company
with core operating businesses, investments and emerging technologies. The
address of NPDC's principal business and principal office is 9 West 57th
Street, New York, NY 10019. Five Star is engaged in the wholesale distribution
of home decorating, hardware and finishing products. The address of Five
Star's principal business and principal office is 903 Murray Road, P.O. Box 357,
East Hanover, NJ, 07936. MXL manufactures molded and coated optical products.
The address of MXL's principal business and principal office is 1764
Roherstown Road, Lancaster, PA 17601.
The principal occupations of Jerome I. Feldman and Martin M. Pollak consist
of their respective management positions and/or directorships at NPDC and its
operating subsidiaries. Messrs. Feldman and Pollak are citizens of
the United States.
Neither the Reporting Persons nor, to the best knowledge of the Reporting
Persons, any other persons identified pursuant to this Item 2 within the last
five years was (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds of Other Consideration
The information set forth in Item 4 is incorporated herein by reference.
Item 4. Purpose of Transaction
Set forth below is a description of the transactions for the period from
December 31, 1986 to the present, in which NPDC acquired or disposed of shares
of Common Stock.
On October 3, 1991, the Company completed a public offering of 4,000,000
shares of Common Stock at a price of $13 per share. NPDC offered 3,846,540
shares of Common Stock, and the remainder was offered by certain non
affiliated shareholders. NPDC received net proceeds after expenses of
$43,997,000, and from the proceeds was required to make several repayments of
long-term debt and short-term borrowings.
In connection with the public offering, on September 25, 1991 a
reorganization was effected whereby the Company transferred certain
operations and related assets and liabilities to a new subsidiary, General
Physics Services Corp. ("GPSC"). The Company retained the business, assets
and liabilities of its Nuclear Services, DOE Services and Environmental
Services Groups. Included among the businesses and assets transferred to GPSC
were certain leases of property and equipment, and two finance subsidiaries
that own power plant control room simulators. As a result of the public
offering and the reorganization, NPDC owned approximately 30% of the then
outstanding Common Stock of the Company and 92% of the then outstanding
shares of common stock of GPSC. On October 3, 1991, NPDC's ownership of the
Company fell below 50%.
On August 31, 1994, the Company acquired substantially all of the
operations and assets of SGLG, Inc. ("SGLG") (formerly GPSC), a 92% owned
subsidiary, and assumed certain liabilities of SGLG, related to its
business of providing management and technical training services, and
specialized engineering consulting services, to various commercial industries
and to the United States government. However, for accounting and financial
reporting purposes, the transaction was treated as a reverse acquisition of
the Company by SGLG since, among other factors, NPDC became the beneficial
owner of approximately 54% of the outstanding shares of the Common
Stock as a result of the transaction. The assets acquired by the Company also
included all of the outstanding common stock of four wholly-owned subsidiaries
of SGLG.
The consideration paid by the Company for the acquisition of SGLG totaled
approximately $32,500,000 and consisted of a) $10,000,000 in cash,
b) 3,5000,000 shares of Common Stock, c) the Company's 6% Senior Subordinated
Debentures due 2004 in the aggregate principal amount of $15,000,000
($1,500,000 of which was paid into escrow),(valued at $10,700,000 after a
$4,300,000 discount), d) warrants to purchase an aggregate of 1,000,000 shares
of Common Stock at $6.00 per share, and e) warrants to purchase an aggregate
of 475,664 shares of Common Stock at $7.00 per share. In addition, the
Company entered into a lease with SGLG of certain fixed assets of SGLG for a
period of 10 years for an aggregate rent of $2,000,000, payable in equal
quarterly installments. The Company did not recognize a gain or loss on this
transaction.
The cash portion of the purchase price for the SGLG operations and assets
was derived from the funds borrowed by the Company under a $20,000,000
revolving credit facility secured by liens on the assets of certain wholly-
owned subsidiaries of the Company.
Prior to the transactions described above, NPDC directly and indirectly
owned approximately 28% of the then outstanding Common Stock of the Company, and
approximately 92% of the then outstanding common stock of SGLG. As of
September 1, l996, NPDC owned directly or indirectly approximately 52% of the
outstanding Common Stock of the Company and approximately 92% of the
outstanding Common Stock of SGLG.
In addition, during the period of April 21, 1995 through October 21, 1996,
NPDC acquired an aggregate of 384,284 shares of Common Stock pursuant to an
agreement between the Company and NPDC which provides that the Company's
employees contribution to its Profit Investment Plan is matched in shares of
NPDC Common Stock and in exchange NPDC receives shares of Common Stock
pursuant to a set formula.
On September 25, 1996, NPDC reached an agreement pursuant to which NPDC
would acquire the remaining 5,039,732 shares (48% of the outstanding shares) of
the Company that it did not already own. The agreement was recommended to the
Board of Directors of the Company by a Special Committee of the Board composed
of independent directors. Based on an agreed upon price of NPDC Common
Stock on September 18, 1996 ($9.625), NPDC would issue .53 shares of its common
stock, par value $.01 per share, for each outstanding share of the Company's
Common Stock not owned by NPDC. The exchange ratio, which is subject to
certain adjustments, would provide approximately $5.10 in value for each
outstanding share of the Company. The proposed transaction is subject, among
other things, to the execution of a definitive merger agreement, the
approval by stockholders of each of NPDC and the Company, receipt of a
fairness opinion from Oppenheimer & Co., Inc., the investment banker for the
Company, and registration under the Securities Act of 1933 of the shares
of NPDC common stock to be issued in the proposed transaction. NPDC may buy
shares of Common Stock from time to time.
Item 5. Interest in Securities of the Issuer
(a) As of October 21, 1996, NPDC beneficially owned 6,862,134 shares of the
Common Stock constituting approximately 57.6% of the shares of Common Stock.
The 6,862,134 shares include the 5,162,134 shares of Common Stock
beneficially owned directly by NPDC (including an aggregate of 1,357,355
shares of Common Stock pursuant to a warrant (919,463 shares exercisable at
$6.00 per share, which expire on August 31, 2001 and 437,892 shares of
common stock exercisable at $7.00 per share, which expire on August 31, 2004.)
The 6,862,134 shares also include 1,062,500 shares of Common Stock beneficially
owned by Five Star and 637,500 shares of Common Stock beneficially owned by MXL.
MXL and Five Star are wholly-owned subsidiaries of NPDC. NPDC, Five Star and
MXL have, and have had, sole voting and dispositive power over the common stock
beneficially owned by them.
An aggregate of 5,120,495 of the shares of Common Stock owned by NPDC,
Five Star Group, and MXL Industries have been pledged to banks as collateral
to secure indebtedness.
Based upon the common stock and class B stock of NPDC outstanding at
September 30, l996, Mr. Feldman and Mr. Pollak controlled in the aggregate
approximately 9.3% of the voting power of all voting securities of NPDC. This
percentage for Mr. Feldman and Mr. Pollak would increase to approximately 46.8%
if they exercised all the presently outstanding options to purchase shares of
the common stock and class B stock of NPDC held by them. Accordingly,
Messrs. Feldman and Pollak, through their ownership of NPDC common stock, may
be deemed to beneficially own the shares of Common Stock beneficially owned by
NPDC through shared voting and dispositive power over such shares. However,
Mr. Feldman and Mr. Pollak disclaim beneficial ownership of such 6,862,134
shares; the filing of this Schedule 13D shall not be deemed an admission that
Mr. Feldman or Mr. Pollak are beneficial owners of, or have a pecuniary interest
in the Common Stock held by NPDC, Five Star or MXL for purposes of Sections
13(d), 13(g), 16(a) or 16 (b) of the Securities Exchange Act of 1934, or for
any other purpose.
In addition, Mr. Feldman directly owns 40,000 shares pursuant to the
exercise of currently exercisable stock options and Mr. Pollak directly owns
46,470 shares, of which 40,000 shares are pursuant to the exercise of
currently exercisable stock options and warrants to acquire 470 shares of the
Company's Common Stock.
(b) The number of shares of Common Stock as to which there is sole power to
vote or to direct the vote, shared power to vote or direct the vote, sole power
to dispose or direct the disposition, or shared power to dispose or direct
the disposition for each Reporting Person is as set forth on the cover pages
and such information is incorporated herein by reference.
(c) The response to Item 4 is incorporated herein by reference.
To the best knowledge of the Reporting Person, no other transactions in
the Common Stock have occurred involving any of the persons described in
paragraph (a) above during the past 60 days, except that on September 20,
1996 and October 21, 1996, NPDC received 19,079 and 18,735 shares of Common
Stock, respectively, pursuant to an agreement between NPDC and the Company.
(d) To the best knowledge of the Reporting Person, no person other than
these identified in this Schedule 13D has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the securities reported on this Schedule 13D.
(e) Not applicable
Item 6. Contracts, Arrangements, Understanding of Relationships with Respect
to Securities of the Issuer
The Responses to Item 3, 4 and 5(a) are incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
(1) Joint Filing Agreement required by Rule 13(d)-1(f)(1).
Exhibit (1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, the persons named below hereby agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock of General Physics Corporation and
further agree that this Joint Filing Agreement, which may be executed in one
or more counterparts, be included as an Exhibit to such statement.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of November 11, 1996.
NATIONAL PATENT DEVELOPMENT CORPORATION FIVE STAR GROUP, INC.
By: Jerome I. Feldman By: Scott N.Greenberg
President and Chief Vice President
Executive Officer Chief Financial Officer
Martin M. Pollak MXL INDUSTRIES, INC.
By: Scott N.Greenberg
Jerome I. Feldman Vice President
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
November 11, 1996 NATIONAL PATENT DEVELOPMENT CORPORATION
By: Scott N. Greenberg
Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(1) Agreement between NPDC, Jerome I. Feldman, Martin M.
Pollak, Five Star Group, Inc. And MXL Industries, Inc.,
required by Rule 13(d)-1(f)(1).
