SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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
November 17, 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, including 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
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).
<PAGE>
3
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. 3 ("Amendment No. 3") 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 and in the other amendments hereto, 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 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following
information:
On November 17, 1999, the Company issued the press release attached
hereto as Exhibit 12.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to add the following
exhibit:
Exhibit 12. Press release of the Company, dated November 17, 1999.
<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* November 17, 1999
Scott N. Greenberg* November 17, 1999
John McAuliffe* November 17, 1999
John Moran* November 17, 1999
Douglas Sharp* November 17, 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.
