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)
Jeffrey T. Stevenson
c/o VS&A Communications Partners III, L.P.
350 Park Avenue
New York, New York 10022
(212) 935-4990
- --------------------------------------------------------------------------------
(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
November 15, 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.
<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 2 of 4 Pages
<PAGE>
Amendment No. 3
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, as amended by Amendment No. 1 for the event dated September
21, 1999 and by Amendment No. 2 for the event dated October 6, 1999. 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.
----------------------
Item 4 is amended by adding the following information:
Based on information furnished to VS&A by the Company's management, VS&A
has informed the Company that it believes that the Company has suffered a
material adverse change and that the conditions to VS&A's obligation to
consummate the merger contemplated by the merger agreement therefore may not be
fulfilled. VS&A is investigating the matter, but it does not intend to waive the
conditions to its obligation. On November 15, 1999 the Company informed VS&A
that the Company had reactivated the special negotiating committee with which
VS&A had negotiated the merger.
Page 3 of 4 Pages
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Date
--------- ----
<S> <C>
VS&A COMMUNICATIONS PARTNERS, III L.P.
By: VS&A Equities III, L.L.C, its general partner
By: *
-----------------------------------
Jeffrey T. Stevenson, President and November 17, 1999
Senior Managing Member
VS&A EQUITIES III, L.L.C.
By: *
-----------------------------------
Jeffrey T. Stevenson, President and November 17, 1999
Senior Managing Member
* November 17, 1999
- -------------------------------------
John J. Veronis
* November 17, 1999
- -------------------------------------
John S. Suhler
/s/ S. Gerard Benford
- ------------------------------------- November 17, 1999
S. Gerard Benford
*
- ------------------------------------- November 17, 1999
Jeffrey T. Stevenson
*
- ------------------------------------- November 17, 1999
Martin I. Visconti
*By: /s/ S. Gerard Benford
------------------------------------------- November 17, 1999
S. Gerard Benford, Attorney-in-Fact
</TABLE>
Page 4 of 4 Pages
<PAGE>
