SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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
---------------------------
(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
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.
<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. 2
to
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934, as Amended
The undersigned hereby amend Items 4 and 6 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. 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:
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, among other things, 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 1 to this Amendment No.
2. 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
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to Securities of the Issuer.
---------------------------
On October 6, 1999 the Stockholders Agreement was amended as set forth in
Amendment No. 1 to the Stockholders Agreement attached hereto as Exhibit 2.
Item 7 Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 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 S&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).
Exhibit 2 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, Scot N. Greenberg, John C. McAuliffe, John Moran
and Douglas Sharp.
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.
Signature Date
--------- ----
VS&A COMMUNICATIONS PARTNERS, III L.P.
By: VS&A Equities III, L.L.C, its general partner
By: *
-----------------------------------
Jeffrey T. Stevenson, President and October 7, 1999
Senior Managing Member
VS&A EQUITIES III, L.L.C.
By: *
-----------------------------------
Jeffrey T. Stevenson, President and October 7, 1999
Senior Managing Member
*
- -------------------------------------------
John J. Veronis October 7, 1999
*
- -------------------------------------------
John S. Suhler October 7, 1999
/s/ S. Gerard Benford
- -------------------------------------------
S. Gerard Benford October 7, 1999
*
- -------------------------------------------
Jeffrey T. Stevenson October 7, 1999
*
- -------------------------------------------
Martin I. Visconti October 7, 1999
/s/ S. Gerard Benford
*By: --------------------------------------
S. Gerard Benford, Attorney-in-Fact October 7, 1999
Page 4 of 4 Pages
Amendment No. 1 to
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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:
"Prior to 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
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<PAGE>
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."
2
<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.
/s/ Jerome Feldman By: VS&A Equities III, L.L.C.,
- ---------------------------- its general partner
Jerome Feldman
By: /s/ Jeffrey T. Stevenson
------------------------------------
Jeffrey T. Stevenson, President and
/s/ John McAuliffe Senior Managing Member
- ----------------------------
John McAuliffe
/s/ Scott Greenberg /s/ Douglas Sharp
- ---------------------------- ------------------------------------
Scott Greenberg Douglas Sharp
/s/ John Moran
- ----------------------------
John Moran
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