SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-7234
GP STRATEGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-1926739
(State of Incorporation) (I.R.S. Employer Identification No.)
9 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 826-8500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered:
Common Stock, $.01 Par Value New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of March 2, 1998, the aggregate market value of the outstanding shares of the
Registrant's Common Stock, par value $.01 per share, held by non-affiliates
(assuming for this calculation only that all officers and directors are
affiliates) was approximately $133,419,544 based on the closing price of the
Common Stock on the American Stock Exchange on March 2, 1998. None of the Class
B Capital Stock, par value $.01 per share, was held by non-affiliates.
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the most recent practicable date.
Class Outstanding at March 2, 1998
Common Stock, par value $.01 per share 10,671,598 shares
Class B Capital Stock, par value $.01 per share 62,500 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for its 1998 Annual
Meeting of Stockholders are incorporated by reference into Part III hereof.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY AS
FOLLOWS:
(a)(1)The following financial statements are included in Part II, Item 8.
Financial Statements and Supplementary Data:
FINANCIAL STATEMENTS OF GP STRATEGIES CORPORATION AND SUBSIDIARIES:
Page
Independent Auditors' Report 31
Financial Statements:
Consolidated Balance Sheets -
December 31, 1997 and 1996 32
Consolidated Statements of Operations -
Years ended December 31, 1997, 1996 and 1995 34
Consolidated Statements of Changes in Stockholders' Equity -
Years ended December 31, 1997, 1996 and 1995 35
Consolidated Statements of Cash Flows -
Years ended December 31, 1997, 1996 and 1995 37
Notes to Consolidated Financial Statements 40
(a)(2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts i
Independent Auditors' Report ii
(a)(3) Exhibits
Consent of KPMG Peat Marwick LLP, Independent Auditors *
(b) There were no Reports on Form 8-K filed by the Registrant during the last
quarter of the period covered by this report.
* Filed herewith.
<PAGE>
GP STRATEGIES CORPORATION AND SUBSIDIARIES
SCHEDULE II
<TABLE>
Valuation and qualifying accounts (in thousands)
<CAPTION>
Additions
Balance at Charged to Balance at
Beginning Costs & End of
of Period Expenses Deductions(a) Period
Year ended December 31, 1997:
<S> <C> <C> <C> <C>
Allowance for doubtful accounts (b) $2,155 $1,608 $ (981) $2,782
Year ended December 31, 1996:
Allowance for doubtful accounts (b) $3,066 $1,036 $(1,947) $2,155
Year ended December 31, 1995:
Allowance for doubtful accounts (b) $2,092 $2,077 $(1,103) $3,066
</TABLE>
(a) Write-off of uncollectible accounts, net of recoveries.
(b) Deducted from related asset on Balance Sheet.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
GP Strategies Corporation
Under date of March 17, 1998, we reported on the consolidated balance sheets of
GP Strategies Corporation and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, as contained in the Annual Report on Form 10-K for the year
ended 1997. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedule as listed in the accompanying index. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits.
In our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
New York, New York
March 17, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GP STRATEGIES CORPORATION
BY: Jerome I. Feldman
President and Chief
Executive Officer
Dated: April 30, 1998
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
GP STRATEGIES CORPORATION
Under date of March 31, 1998, we previously consented to incorporation by
reference in the Registration Statements (No. 333-20815) and (No. 33-54407) on
Form S-3 and the Registration Statement (No. 33-26261) on Form S-8 of GP
Strategies Corporation and subsidiaries of our report dated March 17, 1998
relating to the consolidated balance sheets of GP Strategies Corporation as of
December 31, 1997 and 1996 and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
Form 10-K of GP Strategies Corporation. We consent to incorporation by reference
in the above listed Registration Statements of our report dated March 17, 1998
with respect to the related financial statement schedule which report appears in
the Form 10-K/A of GP Strategies Corporation.
KPMG Peat Marwick LLP
New York, New York
April 30, 1998
