SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GP Strategies Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36225V104
(CUSIP Number)
Jerome I. Feldman
c/o GP Strategies Corporation
9 West 57th Street, Suite 4170
New York, New York 10019
(212) 230-9508
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
Robert J. Hasday, Esq.
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
(212) 692-1010
September 21, 1999
(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 ss.ss. 240.13d-1(e), 240.13d-1(f)or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, ncluding all exhibits. See ss. 240.13d-7(b) 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
initialfiling 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).
<PAGE>
CUSIP NO. 36225V104
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Jerome I. Feldman
2) Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions)
SC, PF, OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
United States
Number of 7) Sole Voting Power
Shares
Beneficially 882,405 (But see Item 5)
Owned by Each
Reporting Person With 8) Shared Voting Power
0
9) Sole Dispositive Power
882,405 (But see Item 5)
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned By
Each Reporting Person
882,405
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions) [X]
13) Percent of Class Represented by Amount in Row (11)
7.2%
14) Type of Reporting Person (See Instructions)
IN
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common stock, par value $.01 per share (the "Common Stock"), of GP
Strategies Corporation, a Delaware corporation (the "Company"), which has its
principal executive offices at 9 West 57th Street, Suite 4170, New York, New
York 10019.This statement constitutes Amendment No. 1 ("Amendment No. 1") to a
Schedule 13D, dated September 10, 1999 (the "Schedule 13D"), of Jerome I.
Feldman, Scott N. Greenberg, John C. McAuliffe, John Moran, and Douglas Sharp.
Except as amended hereby, the statements in the Schedule 13D remain unchanged.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following
information:
On September 22, 1999, Mr. Feldman acquired 21,012 shares of
Common Stock upon exercise of options with an exercise price of $7.69 per share.
The sources of funds for the $161,582 aggregate purchase price for such option
shares was a loan from the Company ($161,372), and personal funds ($210). Such
loan bears interest at the prime rate of Fleet Bank and is secured by the
387,500 shares of Class B Stock which are also collateral for the Company's
other loans to Mr. Feldman.
On September 22, 1999, the Company, Mr. Feldman, and Martin M.
Pollak entered into an agreement (the "Second Exchange Agreement") pursuant to
which Mr. Pollak transferred to Mr. Feldman options to purchase 212,500 shares
of Class B Stock (the "Pollak Options") and in exchange Mr. Feldman transferred
to Mr. Pollak options to purchase 227,705 shares of Common Stock (the "Feldman
Options") plus 24,372 shares of Common Stock (the "Feldman Shares").
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following
information:
Prior to 5:00 P.M. Eastern Daylight Savings Time on September 21,
1999, VS&A delivered a letter to the Company providing that the Offer will be
considered withdrawn without further action if a definitive Merger Agreement has
not been executed and delivered prior to 5:00 p.m. Eastern Daylight Savings Time
on October 1, 1999. None of the other terms of the Offer were changed in the
September 21, 1999 letter.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add the following
information:
<PAGE>
Mr. Feldman beneficially owns 882,405 shares of Common Stock,
representing 7.2% of the outstanding shares of Common Stock, consisting of (i)
38,655 shares of Common Stock issuable upon exercise of currently xercisable
stock options, (ii) 418,750 shares of Common Stock issuable upon conversion of
Class B Stock held directly, and (iii) 425,000 shares of Common Stock issuable
upon conversion of Class B Stock issuable upon exercise of currently exercisable
stock options. Mr.Feldman's total does not include 1,173 shares of Common Stock
held by members of his family, of which he disclaims beneficial ownership.
The Filing Persons collectively beneficially own 1,249,317 shares of
Common Stock, representing 9.9% of the outstanding shares of Common Stock.
Except as disclosed in Item 3 of this Amendment No. 1, none of the
Filing Persons has purchased or sold any shares of Common Stock or securities
exercisable for or convertible into Common Stock since the filing of the
Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to add the following
information:
The Second Exchange Agreement provides that (i) if, in any merger
or similar transaction involving the Company, the consideration payable with
respect to the Feldman Options and Feldman Shares exceeds the consideration
payable with respect to the Pollak Options by more than $125,005, Mr. Pollak
shall pay to Mr. Feldman 50% of such excess and (ii) if, in a merger of the
Company with an affiliate of Veronis Suhler & Associates Inc., or any other
merger or similar transaction involving the Company that is approved by Mr.
Feldman as a director and stockholder, the consideration payable with respect to
each share of Common Stock is less than $13, Mr. Feldman shall pay to Mr. Pollak
the amount by which the consideration payable in such merger or similar
transaction with respect to the Feldman Options and Feldman Shares is less than
the consideration that would have been payable in such merger or similar
transaction with respect to the Feldman Options and Feldman Shares if the
consideration payable with respect to each share of Common Stock were $13.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 8. Offer extension letter, dated September 21, 1999, to the
Board of Directors of GP Strategies Corporation from VS&A
Communications Partners III, L.P.
Exhibit 9. Agreement, dated September 22, 1999, among GP Strategies Corporation,
Jerome I. Feldman, and Martin M. Pollak.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each person set forth below, each such person certifies that the
information set forth in this statement is true, complete and correct.
Signature Date
Jerome I. Feldman* September 24, 1999
Scott N. Greenberg* September 24, 1999
John McAuliffe* September 24, 1999
John Moran* September 24, 1999
Douglas Sharp* September 24, 1999
*By:_________________________________
Jerome I. Feldman, Attorney-in-Fact
- ----------------------------
* A power of attorney authorizing Jerome I. Feldman to sign any and all
amendments to the Schedule 13D on behalf of such persons was included in the
Schedule 13D.
Exhibit 8
September 21, 1999
The Board of Directors
GP Strategies Corporation
9 West 57th Street, Suite 4170
New York, NY 10019
Gentlemen:
We refer to our letter to the Board of Directors of GP Strategies Corporation
(the "Company"), dated August 31, 1999, confirming our proposal to acquire by
merger all of the Company's outstanding Common Stock and Class B Capital Stock
on the terms stated in that letter.
Based on our discussions with the investment banking firm retained by the
Special Negotiating Committee of the Board of Directors, we have agreed to defer
the expiration date of our proposal until 5:00 p.m. Eastern Daylight Savings
Time on October 1, 1999. If a definitive merger agreement has not been executed
by that time, our proposal will be considered withdrawn without further action
on our part.
Except as stated above, all of the terms and conditions of our proposal as set
forth in our August 31, 1999 letter shall remain in full force and effect.
Sincerely yours,
VS&A Communications Partners III, L.P.
By: VS&A Equities III, L.L.C., its general partner
By:_______________________
Jeffrey T. Stevenson
President and Senior Managing Member
Accepted and agreed as of date hereof:
By: GP Strategies Corporation
By:________________________
Name: Jerome I. Feldman
Title:
Exhibit 9
AGREEMENT
AGREEMENT, dated September 22, 1999, among GP Strategies Corporation, a
Delaware corporation with an address at 9 West 57th Street, Suite 4170, New
York, New York 10019 (the "Company"), Jerome I. Feldman with an address at 145
West Patent Road, Bedford Hills, New York 10507 ("Feldman"), and Martin M.
Pollak with an address at 16 Springwood Path, Syosset, New York 11791
("Pollak").
WHEREAS, Pollak holds certain options (the "Pollak Options") to purchase
shares of the Class B Capital Stock, par value $.01 per share (the "Class B
Capital Stock"), of the Company, identified on Schedule A hereto; and
WHEREAS,Feldman holds certain options (the "Feldman Options") to purchase
shares of the Common Stock, par value $.01 per share (the "Common Stock"), of
the Company, identified on Schedule B hereto; and
WHEREAS, Pollak and Feldman wish to exchange the Pollak Options for the
Feldman Options and 24,372 shares of Common Stock owned by Feldman (the"Feldman
Shares");
NOW, THEREFORE, it is hereby agreed as follows:
1. Pollak hereby assigns and delivers to Feldman the Pollak Options.
2. Feldman hereby assigns and delivers to Pollak the Feldman Options and
the Feldman Shares, together with the original stock certificate representing
the Feldman Shares and a stock power with respect thereto.
3. If, in any merger or similar transaction involving the Company, the
consideration payable with respect to the Feldman Options and Feldman Shares
exceeds the consideration payable with respect to the Pollak Options by more
than $125,005, Pollak shall pay to Feldman, promptly after consummation of such
merger or similar transaction, 50% of such excess. If, in a merger (the "VS&A
Merger")of the Company with an affiliate of Veronis Suhler & Associates Inc.,
or any other merger or similar transaction involving the Company that is
approved by Feldman as a director and stockholder, the consideration payable
with respect to each share of Common Stock is less than $13, Feldman shall pay
to Pollak the amount by which the consideration payable in such merger or
similar transaction with respect to the Feldman Options and Feldman Shares is
less than the consideration that would have been payable in such merger or
similar transaction with respect to the Feldman Options and Feldman Shares if
the consideration payable with respect to each share of Common Stock were $13,
such amount to be paid in cash at the closing of such transaction.
<PAGE>
4. The Company hereby consents to the exchange of the Pollak Options
for the Feldman Options and Feldman Shares, and represents and warrants that it
has taken all such other action (including any amendments to its Stock Option
Plan)as is necessary to permit such exchange. The Company will promptly issue a
new option agreement, in Feldman's or Pollak's name, as the case may be,
representing the Pollak Options or Feldman Options, and will promptly cause the
transfer agent for the Common Stock to issue a new stock certificate
representing the Feldman Shares in the name of Martin M. Pollak.
5. The Company shall take all actions necessary to provide, and Pollak
agrees, that, effective immediately prior to, and contingent upon, the
consummation of VS&A Merger (i) each outstanding Feldman Option shall be
canceled and (ii) in consideration of such cancellation, Pollak shall be
entitled to receive an amount equal to the product of (x) the number of shares
of Common Stock which are issuable upon exercise of such outstanding Feldman
Option and (y) the excess, if any, of the applicable consideration payable in
the VS&A Merger per share of Common Stock over the exercise price of such
outstanding Feldman Option (such payment, if any, to be net of applicable
withholding taxes). The Company will promptly inform Pollak of all significant
developments relating to the VS&A Merger or any other possible merger or
similar transaction involving the Company, subject to its legal and
fiduciary obligations.
6.(a) Pollak represents that he is acquiring or will acquire the
Feldman Shares and any shares of Common Stock issued on exercise of the Feldman
Options collectively, the "Pollak Shares"), for his own account, for investment
and not with a view to the distribution or resale thereof, and that he
understands that he may not sell or otherwise dispose of Pollak Shares in the
absence of either a registration statement under the Securities Act of 1933, as
amended (the"Securities Act"), or an exemption from the registration provisions
of the Securities Act; and he agrees that the certificates representing the
Pollak Shares may contain a legend to the foregoing effect.
(b) Feldman represents that he will acquire any shares of Class B
Capital Stock issued on exercise of the Pollak Options for his own account, for
investment and not with a view to the distribution or resale thereof, and that
he understands that he may not sell or otherwise dispose of such shares in the
absence of either a registration statement under the Securities Act or an
exemption from the registration provisions of the Securities Act; and he agrees
that the certificates representing such shares may contain a legend to the
foregoing effect. Feldman further represents that (i) the Feldman Shares are
owned of record and beneficially by him and he is transferring the Feldman
Shares to Pollak free and clear of all liens, claims, and encumbrances,(ii) the
execution, delivery, and performance of this Agreement by him will not violate,
result in a breach of, conflict with, or (with or without the giving of notice
or the passage of time or both) entitle any party to terminate or call a
default under, the Agreement with Stockholders of the Company dated August 31,
1999, and (iii) the information relating to Feldman contained in the Schedule
13D filed by Feldman and others with the Securities and Exchange Commission
(the "SEC") on September 10, 1999 is true and correct in all material respects.
<PAGE>
7. The Company represents and warrants that (a) this Agreement and the
transactions contemplated hereby have been approved by all necessary corporate
action,including, without limitation, approval of the transactions contemplated
hereby by the full Board of Directors of the Company, (b) the execution,
delivery, and performance of this Agreement by the Company will not violate,
result in a breach of, conflict with, or (with or without the giving of notice
or the passage of time or both)entitle any party to terminate or call a default
under, any contract or agreement to which the Company is a party including,
without limitation, any agreement relating to the VS&A Merger, and (c) to the
best of its knowledge, there is no litigation pending against the Company that
would prevent the consummation of the transactions contemplated by this
Agreement.
8. If the VS&A Merger is not consummated by February 28, 2000, the
Company agrees that Pollak may include the Pollak Shares in any registration
statement filed pursuant to the Agreement, dated December 29, 1998 (the "1998
Agreement"), among the parties hereto, and the Company agrees that it shall
file such registration statement with the SEC on or before March 31, 2000.
9. At any time and from time to time, each party agrees, without
further consideration, to take such actions and to execute and deliver such
documents as the other parties may reasonably request to effectuate the
purposes of this Agreement.
10. This Agreement and the Schedules hereto set forth the entire
understanding of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter,and
may be modified only by a written instrument duly executed by the party to be
charged. The parties agree and acknowledge that the 1998 Agreement and the
Consulting and Severance Agreement dated December 29, 1998 between the Company
and Pollak are not superseded by this Agreement and remain in full force and
effect.
11. Any waiver by any party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement.The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
12. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and the successors and assigns of the
Company and the respective assigns, heirs, and personal representatives of
the individual parties hereto.
13. If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
14. The Company will promptly pay on behalf of Pollak his reasonable
legal fees and expenses incurred in connection with this Agreement. The Company
hereby waives any conflict of interest resulting from Morgan, Lewis & Bockius
LLP representing Pollak in connection with this Agreement and agrees not to
raise such matter in any future transaction.
15. This Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Agreement
(except as provided in Section 11).
16. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original,but all of which together shall constitute
one and the same instrument.
<PAGE>
17. Since a breach of the provisions of this Agreement could not
adequately be compensated by money damages, any party shall be entitled, in
addition to any other right or remedy available to him or it, to an injunction
restraining such breach or a threatened breach and to specific performance of
any such provision of this Agreement, and in either case no bond or other
security shall be required in connection therewith, and the parties hereby
consent to the issuance of such injunction and to the ordering of specific
performance.
18. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be delivered by Federal Express,
Express Mail, or similar overnight delivery or courier service, or delivered
against receipt to the party to whom it is to be given at the address of such
party set forth in the preamble to this Agreement (or to such other address
as the party shall have furnished in writing in accordance with the
provisions of this Section 18). Notice to the estate of a party shall be
sufficient if addressed to such party as provided in this Section 18. Any
notice shall be deemed given at the time of receipt thereof.
19. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws.
20. Except as provided in Section 17, any dispute or controversy
arising out of or relating to this Agreement or any breach of this Agreement
shall be settled by arbitration to be held in the City of New York in
accordance with the rules then in effect of the American Arbitration
Association or any successor thereto. The arbitrator may grant injunctions or
other relief in such dispute or controversy. The decision of the
arbitrator shall be final, conclusive, and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any court
having jurisdiction, and the parties irrevocably consent to the jurisdiction
of the federal and state courts located in the State of New York courts for
this purpose.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
GP STRATEGIES CORPORATION
By
Jerome I. Feldman
Martin M. Pollak
<PAGE>
Schedule A
Pollak Options to be Transferred to Feldman
Grant Date Exercise Price No. of Shares(1) Expiration Date
5/19/95 $8.50 62,500 5/19/00
11/19/96 $8.69 150,000 11/18/01
1 All are options to purchase shares of Class B Capital Stock.
Schedule B
Feldman Options to be Transferred to Pollak
Grant Date Exercise Price No. of Shares(1) Expiration Date
12/15/97 $9.98 25,000 12/15/02
5/19/95 $8.50 62,500 5/19/00
07/01/97 $7.75 93,828 07/01/02
08/27/99 $8.00 46,377 08/27/04
1 All are options to purchase shares of Common Stock.
