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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
GP Strategies Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
36225V104
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(CUSIP Number)
Jeffrey T. Stevenson c/o VS&A Communications
Partners III, L.P.
350 Park Avenue
New York, New York 10022
(212) 935-4990
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Bertram A. Abrams, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
September 21, 1999
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(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.
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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 2 of 4 Pages
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Amendment No. 1
to
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934, as Amended
The undersigned hereby amend Item 4 of the Statement on Schedule 13D filed on
their behalf, for the event dated August 31, 1999, with the Securities and
Exchange Commission. Unless otherwise indicated, capitalized terms used herein
and not otherwise defined shall have the meaning ascribed to them in such
previously filed Statement on Schedule 13D.
Item 4. Purpose of Transaction
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Item 4 is amended by adding the following after the last sentence of the second
paragraph of Item 4:
Prior to 5:00 P.M. Eastern Daylight Savings Time on September 21, 1999, VS&A
delivered a letter to the Company pursuant to which VS&A agreed to defer the
expiration time of the Offer 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, the Offer will be considered withdrawn without further action. None
of the other terms of the Offer were changed.
Item 7. Material to be Filed as Exhibits
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Exhibit 1. Offer extension letter, dated September 21, 1999, to the Board of
Directors of GP Strategies Corporation from VS&A Communications
Partners III, L.P.
Page 3 of 4 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned each certify that the information set
forth in this statement is true, complete and correct.
Signature Date
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VS&A COMMUNICATIONS PARTNERS, III L.P.
By: VS&A Equities III, L.L.C,
its general partner
By: * September 24, 1999
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Jeffrey T. Stevenson, President and
Senior Managing Member
VS&A EQUITIES III, L.L.C.
By: * September 24, 1999
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Jeffrey T. Stevenson, President and
Senior Managing Member
* September 24, 1999
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John J. Veronis
* September 24, 1999
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John S. Suhler
/s/ S. Gerard Benford September 24, 1999
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S. Gerard Benford
* September 24, 1999
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Jeffrey T. Stevenson
* September 24, 1999
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Martin I. Visconti
*By: /s/ S. Gerard Benford
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S. Gerard Benford, Attorney-in-Fact September 24, 1999
Page 4 of 4 Pages
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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: /s/ Jeffrey T. Stevenson
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Jeffrey T. Stevenson
President and Senior Managing Member
Accepted and agreed as of the date hereof:
By: GP Strategies Corporation
By:
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Name:
Title:
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