UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*
(Amendment No.____)*
GP Strategies Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
36225V104
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(CUSIP Number)
Scott B. Bernstein, Esq., Caxton Corporation, 315 Enterprise Drive,
Plainsboro, New Jersey 08536 (609) 936-2580
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 29, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (e), 13d-1 (f), or 13d-1 (g), check the following
box |_|.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 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 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 SCHEDULE 13D Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caxton International Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 481,600
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
481,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.37%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 36225V104 SCHEDULE 13D Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GDK, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 83,400
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
83,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.76%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 36225V104 SCHEDULE 13D Page 4 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce S. Kovner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 565,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
565,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1: Security and Issuer.
This Statement relates to the Common Stock, $.01 par value (the "Common
Stock"), of GP Strategies Corporation, a Delaware corporation (the "Company"), 9
West 57th Street, New York, NY 10019.
Item 2: Identity and Background.
(a) This Statement is filed by Caxton International Limited, a British
Virgin Islands corporation ("Caxton International"), GDK, Inc., a British Virgin
Islands corporation ("GDK"), and Mr. Bruce S. Kovner. The persons listed on
Exhibit D and Exhibit E annexed hereto are the directors and executive officers
(the "Listed Persons") of Caxton International and GDK, respectively.
(b) The address of the principal place of business of each of Caxton
International and GDK is c/o its Manager, Leeds Management Services Ltd., 129
Front Street, Hamilton HM 12, Bermuda. The business address of Mr. Kovner is 667
Madison Avenue, New York, NY 10021. Exhibit D and Exhibit E set forth the
respective business addresses of the Listed Persons.
(c) The principal business of Caxton International is engaging in the
trading and investing in international currency, financial and commodity
interests and securities, as well as other investments. The principal business
of GDK is trading and investing in securities. GDK is a wholly owned subsidiary
of Caxton International. The principal occupation of Mr. Kovner is Chairman of
Caxton Corporation, the address of which is 667 Madison Avenue, New York, NY
10021. Caxton Corporation is the Manager and majority owner of Caxton
Associates, L.L.C. Caxton Associates, L.L.C. is the trading advisor to Caxton
International and GDK. Exhibit D and Exhibit E set forth the respective
principal occupations of the Listed Persons.
(d) None of the persons filing this statement and none of the Listed
Persons (to the knowledge of the undersigneds) has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons filing this statement and none of the Listed
Persons (to the knowledge of the undersigneds) has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Kovner is a United States citizen. Exhibit D and Exhibit E set
forth the respective citizenships of the Listed Persons.
<PAGE>
Item 3: Source and Amount of Funds or Other Consideration.
An aggregate of $5,060,928 (excluding commissions, if any) was paid in a
series of transactions pursuant to which Caxton International acquired the
Common Stock owned by it. All of the foregoing amounts were paid out of Caxton
International's working capital. An aggregate of $800,512 (excluding
commissions, if any) was paid in a series of transactions pursuant to which GDK
acquired the Common Stock owned by it. All of the foregoing amounts were paid
out of GDK's working capital.
Item 4: Purpose of Transaction.
The persons filing this Report (a) believe that the Common Stock is
under-valued, and (b) are concerned about how management has indicated it may
deploy available cash, and (c) believe that management should take further steps
to enhance shareholder value.
The persons filing this Report have asked management to consider (i) the
sale of all non-strategic assets and businesses, and (ii) using the sales
proceeds to pay off Company debt and repurchase shares of the outstanding Common
Stock. The persons filing this Report are also considering, and have discussed
with management, the options of initiating or participating in a management
leveraged buy-out of the Company. In this regard, the persons filing this Report
have (1) introduced the Company to a potential strategic partner, (2) contacted
another potential partner, and (3) advised Caxton-Iseman Capital, Inc., a
leverage buy-out firm, affiliated with Caxton Corporation. The persons filing
this Report are also examining all of their options with respect to the
possibility of taking actions which they believe will enhance shareholder value.
Such actions could include proposing that management pursue an extraordinary
corporate transaction, such as a merger, reorganization or liquidation;
encouraging, participating or leading a proxy contest to change the Company's
Chairman and/or Board of Directors and/or encouraging, participating in or
making a tender offer to acquire control of the Company. Any such actions could
relate to or result in one or more of the matters referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Each of the persons filing this Report also reserves the right to purchase
or otherwise acquire additional Common Stock or to sell or otherwise dispose of
Common Stock owned by it, in each case in open market or privately negotiated
transactions or otherwise.
Item 5: Interest in Securities of the Issuer.
(a) Caxton International beneficially owns 481,600 shares of Common Stock,
representing approximately 4.37% of the total shares of
<PAGE>
Common Stock issued and outstanding. GDK beneficially owns 83,400 shares of the
Common Stock, representing approximately .76% of the total shares of Common
Stock issued and outstanding.
Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation,
and, as such, has voting and dispositive power with respect to investments made
by Caxton International and GDK. As a result of the foregoing, Mr. Kovner may be
deemed to beneficially own the Shares owned by Caxton International and GDK.
(b) Mr. Kovner (through his relationship with Caxton International) and
Caxton International share the power to vote (or direct the vote) and the power
to dispose (or direct the disposition of) all of the Common Stock owned by
Caxton International.
Mr. Kovner (through his relationship with GDK) and GDK share the power to
vote (or direct the vote) and the power to dispose (or direct the disposition
of) all of the Common Stock owned by GDK.
(c) Each of Caxton International and GDK acquired the Common Stock owned
by it in a series of open market transactions effected primarily with
independent brokers and, to a lesser extent, directly with market makers
utilizing the NASDAQ System, between August 20, 1997 and August 2, 1999 and July
6, 1998 and August 2, 1999, respectively. See Exhibits B and C for disclosure of
(1) the date, (2) the price and (3) the amount of shares purchased or sold by
Caxton International and GDK during the past 60 days.
(d) No person other than the persons filing this Report is known to have
the right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the Common Stock owned by them.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons filing
this Report or the Listed Persons or between such persons and any other person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7: Material to be Filed as Exhibits.
There is filed herewith as Exhibit A a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the
Exchange Act.
<PAGE>
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
August 4, 1999 CAXTON INTERNATIONAL LIMITED
By: /s/ William J. Anderson
------------------------------------
Name: William J. Anderson
Title: Director
By: /s/ Maxwell Quin
------------------------------------
Name: Maxwell Quin
Title: Secretary
/s/ Bruce S. Kovner
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Bruce S. Kovner, by /s/Peter D'Angelo as
Attorney-in-Fact
GDK, Inc.
By: /s/ William J. Anderson
------------------------------------
Name: William J. Anderson
Title: Director
By: /s/ Maxwell Quin
------------------------------------
Name: Maxwell Quin
Title: Secretary
<PAGE>
Exhibit A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: August 4, 1999 CAXTON INTERNATIONAL LIMITED
By: /s/ William J. Anderson
------------------------------------
Name: William J. Anderson
Title: Director
By: /s/ Maxwell Quin
------------------------------------
Name: Maxwell Quin
Title: Secretary
/s/ Bruce S. Kovner
----------------------------------------
Bruce S. Kovner, by /s/Peter P. D'Angelo
as Attorney-in-Fact
GDK, INC.
By: /s/ William J. Anderson
------------------------------------
Name: William J. Anderson
Title: Director
By: /s/ Maxwell Quin
------------------------------------
Name: Maxwell Quin
Title: Secretary
<PAGE>
Exhibit B
Caxton International Limited
Price Per
No. of Shares Share (Excluding
Trade Date Purchased Commission)
---------- --------- -----------
6/8/99 700 $8.75
6/11/99 12200 8.5
6/11/99 2000 8.5
6/24/99 18200 8.75
6/25/99 9100 8.5
7/2/99 5100 8.5
7/6/99 8200 8.3125
7/8/99 15900 7.9092
7/21/99 21400 8.5
7/22/99 400 8.375
7/23/99 8800 8.3125
7/29/99 22000 7.75
8/2/99 8800 7.5
<PAGE>
Exhibit C
GDK, Inc.
Price Per
No. of Shares Share (Excluding
Trade Date Purchased Commission)
---------- --------- -----------
6/4/99 2000 $9.625
6/4/99 3200 9.625
7/9/99 (2000) 8
7/12/99 5100 7.8125
7/13/99 7800 7.9375
7/14/99 100 7.6875
7/15/99 100 7.625
7/16/99 5000 8
7/19/99 (7600) 8.5
7/21/99 (6300) 8.5
7/22/99 (2000) 8.4375
7/26/99 (6100) 8.25
<PAGE>
EXHIBIT D
CAXTON INTERNATIONAL LIMITED
Board of Directors Executive Officers
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Sir Edwin Leather Sir Edwin Leather, Chairman
c/o Leeds Management Services Limited c/o Leeds Management Services Limited
129 Front Street 129 Front Street
Hamilton HM12 Bermuda Hamilton HM12 Bermuda
Principal Occupation: Companies Director Principal Occupation: Companies
Citizenship: Canadian Director
Citizenship: Canadian
Peter P. D'Angelo Nitin Aggarwal, President & Treasurer
c/o Caxton Corporation c/o Leeds Management Services Limited
667 Madison Avenue 129 Front Street
New York, NY 10021 Hamilton HM12 Bermuda
Principal Occupation: President, Caxton Principal Occupation: President, Leeds
Corporation Management Services Limited
Citizenship: USA Citizenship: British
Maxwell Quin Maxwell Quin, Secretary
c/o Leeds Management Services Limited c/o Leeds Management Services Limited
129 Front Street 129 Front Street
Hamilton HM12 Bermuda Hamilton HM12 Bermuda
Principal Occupation: Attorney-At-Law Principal Occupation: Attorney-At-Law
Citizenship: British Citizenship: British
William Anderson
c/o Leeds Management Services Limited
129 Front Street
Hamilton HM12 Bermuda
Principal Occupation: Managing Director,
Trident Corporation
Citizenship: Canadian
Jozef Hendriks
c/o Leeds Management Services Limited
129 Front Street
Hamilton HM12 Bermuda
Principal Occupation: Managing Director,
Global Asset Management, Ltd., Bermuda
Citizenship: Dutch
Bruce Kovner
c/o Caxton Corporation
667 Madison Avenue
New York, NY 10021
Principal Occupation: Chairman, Caxton
Corporation
Citizenship: USA
<PAGE>
EXHIBIT E
GDK, INC.
Board of Directors Executive Officers
- ------------------ ------------------
Peter P. D'Angelo Nitin Aggarwal, President & Treasurer
c/o Caxton Corporation c/o Leeds Management Services Limited
667 Madison Avenue 129 Front Street
New York, NY 10021 Hamilton HM12 Bermuda
Principal Occupation: President, Caxton Principal Occupation: President, Leeds
Corporation Management Services Limited
Citizenship: USA Citizenship: British
William Anderson Peter P. D'Angelo, Vice President
c/o Leeds Management Services Limited c/o Caxton Corporation
129 Front Street 667 Madison Avenue
Hamilton HM12 Bermuda New York, NY 10021
Principal Occupation: Managing Principal Occupation: President, Caxton
Director, Trident Corp. Corporation
Citizenship: Canadian Citizenship: USA
Maxwell Quin Aaron Sosnick, Sr. Vice President
c/o Leeds Management Services Limited c/o Caxton Corporation
129 Front Street 667 Madison Avenue
Hamilton HM12 Bermuda New York, NY 10021
Principal Occupation: Attorney-At-Law Principal Occupation: Managing
Citizenship: British Director, Caxton Corporation
Citizenship: USA
Maxwell Quin, Secretary
c/o Leeds Management Services Limited
129 Front Street
Hamilton HM12 Bermuda
Principal Occupation: Attorney-At-Law
Citizenship: British
