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).
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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.
Exhibit 12
Contact: Jerome I. Feldman Scott N. Greenberg
President & Executive Vice President &
Chief Executive Officer Chief Financial Officer
(212) 230-9508 (212) 230-9529
GP STRATEGIES REPORTS ON STATUS
OF MERGER AGREEMENT WITH
AN AFFILIATE OF
VERONIS, SUHLER & ASSOCIATES INC.
AND COMPANY MANAGEMENT
FOR IMMEDIATE RELEASE:
New York, New York, November 17, 1999 . . . .GP Strategies Corporation
(NYSE:GPX) reported today on the status of its previously-announced merger
agreement with VS&A Communications Partners III, L.P., an affiliate of Veronis,
Suhler & Associates Inc., in which the holders of outstanding shares of Common
Stock and Class B Capital Stock of the Company would 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. Certain members of
Company management are participating in the transaction with VS&A and have
agreed to vote in favor of the merger.
Based on updated fourth quarter 1999 projections and other information
relating to the Company's General Physics subsidiary furnished by the Company to
VS&A, 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 has also informed the Company that it is investigating the
matter, but does not intend to waive the conditions to its obligations. The
Company has not agreed that a material adverse change has occurred.
The updated projections indicate a reduction in fourth quarter revenues
and earnings before interest, taxes, depreciation, and amortization of General
Physics, due to a continued and significant downturn in General Physics' IT open
enrollment business and the expectation that the remainder of General Physics'
business will not grow to the originally projected levels.
<PAGE>
The Company is evaluating its options with respect to the foregoing, which
include (1) continuing with the going private transaction even though there
would be no assurance that VS&A would have an obligation to close, (2) agreeing
to terminate the going private transaction and renegotiating a new transaction
with VS&A, or (3) agreeing to terminate the going private transaction and not
entering into an alternate transaction. Since certain members of management have
an interest in the going private transaction, the special negotiating committee
that evaluated and recommended the going private transaction has been
reactivated to consider and make a recommendation to the Board of Directors with
respect to the Company's alternatives.
The forward-looking statements contained herein reflect GP Strategies'
management's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements, all of which are difficult to predict and many
of which are beyond the control of GP Strategies, including, but not limited to
those risks and uncertainties detailed in GP Strategies' periodic reports and
registration statements filed with the Securities and Exchange Commission.
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