SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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
October 6, 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>
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. 2 ("Amendment No. 2") 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 amendment 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 October 6, 1999, the Board of Directors of the Company, based
in part on the unanimous recommendation of the Special Negotiating Committee of
the Board, approved a merger with VS&A, in which the holders of outstanding
shares of Common Stock and Class B Stock of the Company will receive $13.75 per
share (which includes $.01 per share to be paid upon redemption of the
associated rights), payable in cash upon consummation of the merger.
The Company, VS&A, and certain affiliates of VS&A have executed a
definitive merger agreement, which is filed as Exhibit 10 hereto. The merger is
subject to a number of conditions, including the approval of the stockholders of
the Company, and there can be no assurances that the merger, or any other
transaction, will be consummated at the prices contained in the merger agreement
or at all.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On October 6, 1999, the Stockholders Agreement was amended.
Amendment No. 1 to the Stockholders Agreement is filed as Exhibit 11 hereto.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to add the following
exhibit:
Exhibit 10. Agreement and Plan of Merger, dated as of October 6, 1999,
by and among the Company, VS&A Communications Partners III,
L.P., a Delaware limited partnership, VS&A-GP, L.L.C., a
Delaware limited liability company, and VS&A-GP Acquisition,
Inc., a Delaware corporation. Incorporated by reference to
Exhibit 1 of the Current Report on Form 8-K of the Company
(Date of Report: October 6, 1999).
<PAGE>
Exhibit 11. Amendment No. 1, dated October 6, 1999, to Stockholders
Agreement, dated August 31, 1999, among VS&A Communications
Partners III, L.P., Jerome I. Feldman, Scott N. Greenberg, John C.
McAuliffe, John Moran, and Douglas Sharp.
<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* October 7, 1999
Scott N. Greenberg* October 7, 1999
John McAuliffe* October 7, 1999
John Moran* October 7, 1999
Douglas Sharp* October 7, 1999
*By:_________________________________
Jerome I. Feldman, Attorney-in-Fact
- ----------------------------
o 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.
<PAGE>
Exhibit 11
Amendment No. 1 to
AGREEMENT WITH STOCKHOLDERS of GP STRATEGIES CORPORATION
October 6, 1999
The agreement entitled "Agreement With Stockholders of GP Strategies
Corporation," dated August 31, 1999, among VS&A Communications Partners III,
L.P., a Delaware limited partnership ("VS&A"), and Jerome Feldman, Scott
Greenberg, John McAuliffe, John Moran, and Douglas Sharp (the "Stockholders
Agreement"), is amended as follows:
1. Section 1(d) is amended as follows:
(i) The heading of section 1(d) is amended to read as follows:
"(d) Cancellation of Certain Options; Exercise of
Other Options."
(ii) The following sentence is inserted before the first
sentence of section 1(d):
"Immediately prior to the consummation of the Merger,
all of the options held as of October 1, 1999 by
Messrs. Feldman, Greenberg, McAuliffe, Moran and
Sharp pursuant to the Employment Agreements dated as
of June 1, 1999 between Mr. Feldman and the Company
and the respective Employment Agreements dated July
1, 1999 between the Company and Messrs. Greenberg,
McAuliffe, Moran and Sharp (i.e., options held by Mr
Feldman to purchase 53,623 shares and options held by
each of the other Stockholders to purchase 100,000
shares) shall be canceled, and each of the
Stockholders shall execute and deliver all such
documents as VS&A reasonably may determine to be
necessary or advisable to effect the cancellation and
to confirm that the Company shall have no further
obligation with respect to the Canceled Options.
(iii) The second sentence (previously the first sentence) of
section 1(d) is amended to read as follows:
<PAGE>
the record date to be set forth in the Merger
Agreement for determining the holders of outstanding
shares of the Company's Common Stock, each of the
Stockholders, provided that he has received the loan
described in the next sentence, shall exercise all of
the then exercisable options (other than the options
to be canceled in accordance with the preceding
sentence) he holds for the purchase of any shares of
either Common Stock or Class B Capital Stock of the
Company; provided however that, Messrs. McAuliffe,
Moran and Sharp shall not be required to exercise
their options unless prior to the record date the
Company has received an Acquisition Proposal from a
third party or a third party has expressed its
intention orally or in writing to the Company or to
any of its officers or directors, or in an SEC
filing, or otherwise, to make an Acquisition
Proposal."
2. Section 1(f) is amended to read as follows:
"(f) Exchange of Shares for Shares of the LLC.
Immediately prior to the Merger, each of the
Stockholders other than Mr. Feldman shall contribute
to the LLC all of the shares of the Company's Common
Stock and Class B Capital Stock then held of record
or beneficially by him, including the shares acquired
upon exercise of options, and Mr. Feldman shall
contribute to the LLC a portion determined by him of
the shares of the Company's Common Stock and Class B
Capital Stock then held of record or beneficially by
him, including the shares acquired upon exercise of
options, but not less than the number of such shares
that represent 60% of the value of all of such
shares, and each of the Stockholders shall be
entitled to receive in exchange for those shares a
membership interest in the LLC in the proportion that
the value of the shares contributed by that
Stockholder (based on the price paid for shares of
that class upon consummation of the Merger) bears to
the total equity of the LLC. "
3. Section 5 is amended to read as follows:
"5. Term.
This agreement shall continue in effect until the
earliest of (a) consummation of the Merger pursuant
to the Merger Agreement, and (b) August 31, 2000. If,
however, at any time after execution and delivery of
the Merger Agreement either party terminates the
Merger Agreement and the Stockholders have not
materially breached any of their obligations under
Sections 1 and 3 of this agreement, this agreement
shall thereupon terminate. The termination of this
agreement pursuant to this provision shall not
relieve any party of liability for any prior breach
of its or his obligations under this agreement."
<PAGE>
Except as expressly provided above, the terms of the
Stockholders Agreement shall remain in full force and effect.
VS&A COMMUNICATIONS PARTNERS III, L.P.
___________________________ By: VS&A Equities III, L.L.C.,its general
Jerome Feldman partner
By: _________________________
Jeffrey T. Stevenson, President and
___________________________ Senior Managing Member
John McAuliffe
- ---------------------------- ----------------------------
Scott Greenberg Douglas Sharp
- -------------------------
John Moran
