<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
GP Strategies Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36225V104
(CUSIP Number)
G. Chris Andersen With a copy to:
Andersen Weinroth & Co., L.P. Robert M. Friedman, Esq.
1330 Avenue of the Americas, 36th Floor Swidler Berlin Shereff Friedman, LLP
New York, New York 10022 405 Lexington Avenue
(212) 842-1600 New York, New York 10174
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 11, 2000
(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
statement because of Rule 13d-1(e), (f) or (g), check the following: [ ].
Note: One copy and an EDGAR version 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.
Page 1 of 9 pages
*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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SCHEDULE 13D
CUSIP NO. 36225V104 Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Andersen Weinroth & Co., L.P. (I.R.S. No. 13-3870916)
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 2,000,000(1)
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER N/A
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,000,000(1)
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%(1)
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1 Andersen Weinroth & Co., L.P. does not own any shares of Common Stock.
It owns 200,000 shares of Class B Capital Stock which is convertible
into Common Stock on a share for share basis. Prior to conversion the
Class B Capital Stock votes as a class with the Common Stock and is
entitled to ten votes per share of Class B Capital Stock. The numbers
of voting shares and the percentage of the Common Stock vote which they
represent solely reflect the computation of the voting rights of the
Class B Stock to vote with the Common Stock as a class based on an
aggregate of 19,654,375 votes voting as a class with the Common Stock.
The 19,654,375 votes outstanding do not include options currently
exercisable for 350,000 shares of Class B Capital Stock. See item 1 of
this Schedule 13D for a complete description. Pursuant to Rule 13d-5 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
each of the filing persons herein hereby expressly disclaims beneficial
ownership of the securities covered by this Statement for purposes of
Section 13(d) of the Exchange Act and the filing of this Statement
shall not be an admission of such filing person's beneficial ownership
of such securities.
<PAGE>
SCHEDULE 13D
CUSIP NO. 36225V104 Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
G. Chris Anderson (524-4092 90)
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* N/A
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER N/A
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 2,000,000(1)
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER N/A
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,000,000(1)
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%(1)
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1 Andersen Weinroth & Co., L.P. does not own any shares of Common Stock.
It owns 200,000 shares of Class B Capital Stock which is convertible
into Common Stock on a share for share basis. Prior to conversion the
Class B Capital Stock votes as a class with the Common Stock and is
entitled to ten votes per share of Class B Capital Stock. The numbers
of voting shares and the percentage of the Common Stock vote which they
represent solely reflect the computation of the voting rights of the
Class B Stock to vote with the Common Stock as a class based on an
aggregate of 19,654,375 votes voting as a class with the Common Stock.
The 19,654,375 votes outstanding do not include options currently
exercisable for 350,000 shares of Class B Capital Stock. See item 1 of
this Schedule 13D for a complete description. Pursuant to Rule 13d-5 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
each of the filing persons herein hereby expressly disclaims beneficial
ownership of the securities covered by this Statement for purposes of
Section 13(d) of the Exchange Act and the filing of this Statement
shall not be an admission of such filing person's beneficial ownership
of such securities.
<PAGE>
SCHEDULE 13D
CUSIP NO. 36225V104 Page 4 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Stephen D. Weinroth (094 32 3550)
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* N/A
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER N/A
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 2,000,000(1)
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER N/A
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,000,000(1)
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%(1)
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1 Andersen Weinroth & Co., L.P. does not own any shares of Common Stock.
It owns 200,000 shares of Class B Capital Stock which is convertible
into Common Stock on a share for share basis. Prior to conversion the
Class B Capital Stock votes as a class with the Common Stock and is
entitled to ten votes per share of Class B Capital Stock. The numbers
of voting shares and the percentage of the Common Stock vote which they
represent solely reflect the computation of the voting rights of the
Class B Stock to vote with the Common Stock as a class based on an
aggregate of 19,654,375 votes voting as a class with the Common Stock.
The 19,654,375 votes outstanding do not include options currently
exercisable for 350,000 shares of Class B Capital Stock. See item 1 of
this Schedule 13D for a complete description. Pursuant to Rule 13d-5 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
each of the filing persons herein hereby expressly disclaims beneficial
ownership of the securities covered by this Statement for purposes of
Section 13(d) of the Exchange Act and the filing of this Statement
shall not be an admission of such filing person's beneficial ownership
of such securities.
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Page 5 of 9 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The class of equity security to which this Statement on Schedule 13D
(this "Schedule 13D") relates is the Class B Capital Stock, par value $.01 per
share (the "Class B Stock"), convertible into common stock, par value $.01 per
share (the "Common Stock") of GP Strategies Corporation, a Delaware corporation
(the "Issuer"), with its principal executive offices located at 9 West 57th
Street, New York, New York 10019. The Common Stock is a registered security
pursuant to Section 12 of the Securities Act, as amended (the "Act").
Pursuant to the Subscription Agreement dated February 11, 2000 by and
between the Issuer and AW (the "Subscription Agreement"), on February 14, 2000,
Andersen Weinroth & Co., L.P. ("AW") acquired 200,000 shares of Class B Stock at
$6.00 per share at an aggregate cost of $1,200,000. Pursuant to Section 13 of
the Act, AW is not subject to the disclosure obligations therein in respect of
the Class B Stock as it is not a security registered pursuant to Section 12 of
the Act. Each share of Class B Stock is currently convertible into one share of
Common Stock and each share of Common Stock is entitled to one vote per share.
On a fully converted basis, AW would beneficially own less than 5% of the issued
and outstanding Common Stock. However, prior to conversion, the Class B Stock is
entitled to vote as a class with the Common Stock on any matter requiring the
vote or consent of the stockholders of the Common Stock and each share of Class
B Stock is entitled to ten votes per share. On such a non-converted basis, AW
holds an aggregate of 2,000,000 votes in respect of the 200,000 shares of Class
B Stock and may be deemed to beneficially own greater than 5% of the Common
Stock of the Issuer by virtue of the right to direct such votes voting as a
class with the Common Stock.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Schedule 13D is being filed by Andersen
Weinroth & Co., L.P., a Delaware limited partnership with a business address at
1330 Avenue of the Americas, 36th Floor, New York. In accordance with the
requirements of Schedule 13D, responses to Items 2 through 6 of Schedule 13D are
also being provided with respect to G. Chris Andersen ("Andersen") and Stephen
Weinroth ("Weinroth"). Each of AW and Messrs. Andersen and Weinroth are
collectively referred to herein as the "Covered Persons".
Mr. Andersen is a United States citizen with a business address of
Andersen Weinroth & Co., L.P., 1330 Avenue of the Americas, 36th Floor, New
York. Mr. Andersen is one of the two general partners of AW.
Mr. Weinroth is a United States citizen with a business address of
Andersen Weinroth & Co., L.P., 1330 Avenue of the Americas, 36th Floor, New
York. Mr. Weinroth is one of the two general partners of AW.
(d) and (e) During the past five years, none of the Covered Persons has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
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Page 6 of 9 Pages
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
AW used its working capital to purchase the 200,00 shares of Class B
Stock at $6.00 per share for an aggregate cost of $1,200,000 as disclosed in
Item 4 below.
ITEM 4. PURPOSE OF THE TRANSACTION
All of the shares of Class B Stock reported herein were acquired for
investment purposes by AW pursuant to the Subscription Agreement.
The shares of Class B Stock, and the shares of Common Stock issuable
upon conversion of the Class B Stock, have not been registered under the Act and
AW may not acquire or dispose of such securities of the Issuer, directly or
indirectly, in any open-market or privately negotiated transactions, except
pursuant to the terms of the Stockholders' Agreement dated as of February 11,
2000 by and among the Issuer, AW and Jerome I. Feldman (the "Stockholders'
Agreement") and applicable laws and regulations.
Pursuant to the Stockholders' Agreement, the Issuer agrees to nominate
Messr. Andersen or Weinroth (the "AW Nominee") to the Board of Directors of the
Issuer (the "Board") to serve until the annual meeting of the shareholders of
the Issuer in 2001. The Board is under no obligation to renominate the AW
Nominee and may remove such AW Nominee for any reason. In addition, (i) the sale
by Mr. Jerome I. Feldman of any shares of Class B Stock to persons who are not
Permissible Feldman Transferees (as that term is defined in the Stockholders'
Agreement) is subject to certain tag-along rights of AW and (ii) the sale by AW
of any shares of Class B Stock except to the Permissible AW Transferees (as that
term is defined in the Stockholders' Agreement) will be deemed to be an election
by AW or a Permissible AW Transferee to convert such shares of Class B Stock
into Common Stock, all as set forth in the Stockholders' Agreement. Pursuant to
the Stockholders' Agreement, the Issuer may request at any time that AW and any
AW Permissible Transferees convert their shares of Class B Stock into Common
Stock. Furthermore, if at any time prior to February 11, 2001, neither Messrs.
Andersen nor Weinroth are serving as the AW Nominee or the Issuer shall have
exercised its right to request the conversion of the Class B Stock, then the
Issuer shall cause the Common Stock underlying the Class B Stock to be
registered for sale under the Act, all as set forth in the Stockholders'
Agreement and until the Common Stock is so registered, the Class B Stock shall
not be deemed to have been converted into Common Stock.
A copy of the Stockholders' Agreement is attached hereto as Exhibit 1
and Articles II, III and IV and Section 18 therein are incorporated by reference
herein for a complete description of the foregoing provisions.
Except for the foregoing, no Covered Person has any present plans or
proposals which relate to or would result in any of the actions or events
described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the
Covered Persons retain their respective rights to modify their plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the
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Page 7 of 9 Pages
Issuer and to formulate plans and proposals which could result in the occurrence
of any such events, subject to applicable laws and regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) AW is the beneficial and direct owner of 200,000 shares of
Class B Stock. (which securities are not registered pursuant to Section 12 of
the Act), and with respect to such shares, AW has shared power with its general
partners, Messrs. Andersen and Weinroth, to vote and dispose of such shares.
Prior to conversion, the Class B Stock is entitled to vote as a class with the
Common Stock on any matter requiring the vote or consent of the stockholders of
the Common Stock and each share of Class B Stock is entitled to ten votes per
share. On such a non-converted basis, AW holds an aggregate of 2,000,000 votes
in respect of the 200,000 shares of Class B Stock and may be deemed to
beneficially own 10.2% of the Common Stock of the Issuer by virtue of the right
to direct 2,000,000 votes voting as a class with the Common Stock.
Mr. Andersen may be deemed to be the indirect beneficial owner of the
200,000 shares of Class B Stock (which securities are not registered pursuant to
Section 12 of the Act) in his capacity as one of the general partners of AW. Mr.
Andersen has shared power with AW and Messr. Weinroth to vote and dispose of
such shares.
Mr. Weinroth may be deemed to be the beneficial owner of the 200,000
shares of Class B Stock (which securities are not registered pursuant to Section
12 of the Act) in his capacity as one of the general partners of AW. Mr.
Weinroth has shared power with AW and Messr. Andersen to vote and dispose of
such shares.
The ownership of the Covered Persons for purposes of computing the
right to vote the shares of the Capital B Stock voting as a class with the
Common Stock is based on a total of 19,654,375 votes outstanding voting as a
class with the Common Stock, which number represents the aggregate of 11,654,375
outstanding shares of Common Stock, one vote per share, and 8,000,000 votes of
Class B Stock based on a ten vote per share for 800,000 shares of Class B
Stock outstanding as of February 11, 2000, as represented by the Issuer in the
Subscription Agreement and as reflected in the Schedule 13D being filed by
Mr. Jerome I. Feldman on or about the date hereof. The total of 19,654,375
votes outstanding voting as a class with the Common Stock does not include
options currently exercisable to purchase 350,000 shares of Class B Stock.
Pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), each of the Covered Persons hereby expressly
disclaims beneficial ownership of the securities covered by this Statement for
purposes of Section 13(d) of the Exchange Act and the filing of this Statement
by the Covered Persons shall not be an admission of such Covered Person's
beneficial ownership of such securities.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
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Page 8 of 9 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the Stockholders' Agreement, Messr. Feldman shall vote all
of his shares of Class B Stock in favor of the election of Messr. Andersen or
Messr. Weinroth if either of them is nominated by the Issuer to serve on the
Board. In addition, (i) the sale by Mr. Jerome I. Feldman of any shares of Class
B Stock to persons who are not Permissible Feldman Transferees (as that term is
defined in the Stockholders' Agreement) is subject to certain tag-along rights
of AW and (ii) the sale by AW of any shares of Class B Stock except to the
Permissible AW Transferees (as that term is defined in the Stockholders'
Agreement) will be deemed to be an election by AW or a Permissible AW Transferee
to convert such shares of Capital B Stock, all as set forth in the Stockholders'
Agreement. Pursuant to the Stockholders' Agreement, the Issuer may request at
any time that AW and any AW Permissible Transferees convert their shares of
Capital B Stock into Common Stock. Furthermore, if at any time prior to February
11, 2001, neither Messrs. Andersen nor Weinroth are serving as the AW Designee
or the Issuer shall have exercised its right to request the conversion of the
Class B Stock, then the Issuer shall cause the Common Stock underlying the Class
B Stock to be registered for sale under the Act.
A copy of the Stockholders' Agreement is attached hereto as Exhibit 1
and Articles II, III and IV therein are incorporated by reference herein for a
complete description of the foregoing provisions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Stockholders' Agreement dated as of February 11, 2000 by and among
the Issuer, AW and Jerome I. Feldman
Exhibit 2 Joint Filing Agreement dated February 22, 2000
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Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
ANDERSEN WEINROTH & CO., L.P.
By: /s/ G. Chris Andersen
--------------------------------------
Name: G. Chris Andersen
Title: General Partner
/s/ G. Chris Andersen
--------------------------------------
G. Chris Andersen
/s/ Stephen D./ Weinroth
--------------------------------------
Stephen D. Weinroth
Dated: February 22, 2000
<PAGE>
STOCKHOLDERS' AGREEMENT
Dated as of February 11, 2000
by and among
GP Strategies Corporation
Andersen Weinroth & Co., L.P.
and
Jerome I. Feldman
<PAGE>
TABLE OF CONTENTS
Page
1. Definitions...........................................................1
1.1 Definitions..................................................1
1.2 Use of Defined Terms.........................................3
1.3 Sections and Schedules.......................................3
1.4 Miscellaneous Terms..........................................3
2. Restrictions on Transfer..............................................3
2.1 General Restrictions.........................................4
2.2 Prohibited Transfers.........................................4
2.3 Permissible Feldman Transfers................................4
2.4 Permissible AW Transfers.....................................4
2.5 Transfers Upon Death.........................................5
2.6 Conversion of Shares into Common Stock.......................5
3. Procedures for Transfers..............................................5
3.1 Tag-Along Right..............................................5
3.2 Costs........................................................7
4. Corporate Governance..................................................7
4.1 Composition of the Board.....................................7
4.2 Voting.......................................................7
4.3 Effect of an AW Nominee not Being Designated to the Board....7
5. Restrictive Legends...................................................7
5.1 Securities Laws..............................................7
5.2 Stockholders' Agreement......................................8
5.3 Certificates.................................................8
6. Additional Remedies...................................................9
7. Successors and Assigns................................................9
8. Entire Agreement......................................................9
9. Notices...............................................................9
10. Amendment............................................................10
11. Counterparts.........................................................11
12. Headings.............................................................11
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13. Nouns and Pronouns...................................................11
14. Severability.........................................................11
15. Governing Law........................................................11
16. Jurisdiction.........................................................11
17. Arbitration..........................................................11
18. Indemnification......................................................12
19. Termination..........................................................12
20. Stockholder Protection...............................................12
21. Further Assurances...................................................12
<PAGE>
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of February 11, 2000 (this
"Agreement"), by and among GP Strategies Corporation (the "Company"), a Delaware
corporation, Jerome I. Feldman ("Feldman"), and Andersen Weinroth & Co., L.P.
("AW"), and such other persons who may from time to time execute a counterpart
copy of this Agreement and whose names will be added to Schedule I annexed
hereto (such other persons collectively referred to herein as the "Other
Stockholders" and individually as an "Other Stockholder"). AWGP LLC, Feldman and
the Other Stockholders are sometimes hereinafter referred to as the
"Stockholders" collectively and a "Stockholder" individually.
R E C I T A L S
WHEREAS, AW has agreed to purchase, pursuant to the terms and
conditions of a share subscription agreement (the "Subscription Agreement"),
dated as of the date hereof, 200,000 shares of Class B Stock (as defined herein)
of the Company;
WHEREAS, Feldman is the owner of 418,750 shares of Class B
Stock and options to purchase 425,000 additional shares of Class B stock; and
WHEREAS, the parties hereto desire to enter into this
Agreement for the purpose of regulating certain aspects of the Stockholders'
relationships with regard to each other and the Company.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, intending to be legally bound, the
Stockholders and the Company have agreed as follows:
1. Definitions.
1.1 Definitions. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:
"Agreement" has the meaning set forth in the preamble of this
Agreement.
"Andersen" has the meaning set forth in Section 4.1 of this
Agreement.
"AW" has the meaning set forth in the preamble of this
Agreement.
"AW Nominee" has the meaning set forth in Section 4.1 hereof.
<PAGE>
"Board" has the meaning set forth in Section 4.1 hereof.
"Change in Control Transaction" means any sale of all or
substantially all of the Company's property or business, a merger into or
consolidation with any other corporation (other than a wholly-owned subsidiary
of the Company) which results in a change in the ownership of more than fifty
percent (50%) of the voting power of the Company's securities, or any
transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of the Company's securities is disposed of to any
Person.
"Class B Stock" means the Class B Capital Stock, $.01 par
value per share, of the Company.
"Commission" means the Securities and Exchange Commission or
any other Federal agency administering the Securities Act at the applicable
time.
"Common Stock" means the Common Stock, $.01 par value per
share, of the Company.
"Company" has the meaning set forth in the preamble of this
Agreement.
"Feldman" has the meaning set forth in the preamble of this
Agreement.
"Offered Shares" has the meaning set forth in Section 3.1
hereof.
"Other Stockholder" has the meaning set forth in the preamble
of this Agreement.
"Permissible AW Transfer" has the meaning set forth in Section
2.4 hereof.
"Permissible AW Transferee" has the meaning set forth in
Section 2.4 hereof.
"Permissible Feldman Transfer" has the meaning set forth in
Section 2.3 hereof.
"Permissible Feldman Transferee" has the meaning set forth in
Section 2.3 hereof.
"Person" means any individual, corporation, partnership, a
limited liability company, joint venture, trust, unincorporated organization,
other entity, union or association.
"Prohibited Transfer" has the meaning set forth in Section 2.2
hereof.
"Proposed Transferee" has the meaning set forth in Section 3.1
hereof.
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Stockholder" has the meaning set forth in Section 3.1
hereof.
2
<PAGE>
"Shares" means and includes all Class B Stock of the Company
now owned (whether beneficially or of record, including options, warrants or
other rights to acquire Class B Stock) or hereafter acquired by any Stockholder.
"Stockholder" has the meaning set forth in the preamble of
this Agreement.
"Subscription Agreement" has the meaning set forth in the
recitals to this Agreement.
"Tag-Along Notice" has the meaning set forth in Section 3.1(b)
hereof.
"Tag-Along Right" has the meaning set forth in Section 3.1
hereof.
"Tag-Along Shares" has the meaning set forth in Section 3.1
hereof.
"Tag-Along Stockholder" has the meaning set forth in Section
3.1 hereof.
"Transfer" means and includes any direct or indirect offer for
sale, sale, assignment, transfer, pledge, encumbrance, or other disposition of,
or the subjecting to a security interest of, any Class B Stock or any
disposition of any Class B Stock or of any interest therein which would
constitute a sale thereof within the meaning of the Securities Act.
"Underlying Shares" means the shares of Common Stock issuable
upon conversion of Shares.
"Weinroth" has the meaning set forth in Section 4.1 of this
Agreement.
1.2 Use of Defined Terms. Any defined term used in the plural
shall refer to all members of the relevant class, and any defined term used in
the singular shall refer to any one or more of the members of the relevant
class. The use of any gender shall be applicable to all genders.
1.3 Sections and Schedules. References in this Agreement to
Sections and Schedules are to Sections and Schedules of and to this Agreement.
The Schedules to this Agreement are hereby incorporated herein by reference as
if fully set forth herein.
1.4 Miscellaneous Terms. The term "or" shall not be exclusive.
The terms "herein," "hereof," "hereto," "hereunder" and other terms similar to
such terms shall refer to this Agreement as a whole and not merely to the
specific article, section, paragraph or clause where such terms may appear. The
term "including" shall mean "including, but not limited to."
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2. Restrictions on Transfer.
2.1 General Restrictions.
(a) For so long as this Agreement shall remain in
effect, no Stockholder shall, directly or indirectly, Transfer any Shares or any
interest therein whether now owned or hereafter acquired beneficially or of
record, except in strict compliance with the provisions of this Agreement.
(b) All Shares shall also be subject to such
restrictions on Transfer as are required to ensure compliance with the
Securities Act.
2.2 Prohibited Transfers. Except as otherwise required by law,
any Transfer of Shares in violation of this Agreement (a "Prohibited Transfer")
shall be null and void. The Company shall not record any Prohibited Transfer on
its books and shall not recognize any equitable or other claim to, or any
interest in, Shares that are the subject of a Prohibited Transfer on the part of
any Person other than the Stockholder that attempted to Transfer the Shares in
violation of this Agreement. Notwithstanding the foregoing, the Shares may at
any time be exchanged for Common Stock of the Company and the terms of this
Agreement shall not apply to any transfer of the shares of Common Stock.
2.3 Permissible Feldman Transfers. Notwithstanding anything to
the contrary contained herein, Transfers (each a "Permissible Feldman Transfer")
of Shares by Feldman or by a Permissible Feldman Transferee to (a) Feldman; (b)
any parent, child, descendant or sibling of Feldman, (c) the spouse of any of
the foregoing, (d) any Person pursuant to a will or the laws of intestate
succession, (e) any trust established for the benefit of any of the foregoing or
(f) committees, guardians or other legal representatives of Feldman or of any of
the other persons described in this Section 2.3 (each Person described in this
Section 2.3 being herein referred to as a "Permissible Feldman Transferee")
shall be permitted and shall not be subject to the provisions of Section 3 of
this Agreement; provided, that any such Permissible Feldman Transferee shall,
prior to and as a condition precedent to such Transfer, execute a counterpart
copy of this Agreement and upon execution of such counterpart copy of this
Agreement, the name of the such Permissible Feldman Transferee shall be added to
Schedule I annexed hereto.
2.4 Permissible AW Transfers. Notwithstanding anything to the
contrary contained herein, Transfers (each a "Permissible AW Transfer") of
Shares by AW or by a Permissible AW Transferee to (a) AW, (b) any principal or
employee of AW, (c) any parent, child, descendant or sibling of any principal or
employee of AW, (d) the spouse of any of the foregoing, (e) any Person pursuant
to a will or the laws of intestate succession, (f) any trust established for the
benefit of any of the foregoing or (g) committees, guardians or other legal
representatives of principal or employee of AW or of any of the other persons
described in this Section 2.4 (each person described in this Section 2.4 being
herein referred to as a "Permissible AW Transferee") shall be permitted and
shall not be subject to the provisions of Section 2.6 of this Agreement;
provided,
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that any such Permissible AW Transferee shall, prior to and as a condition
precedent to such Transfer, execute a counterpart copy of this Agreement and
upon execution of such counterpart copy of this Agreement, the name of the such
Permissible AW Transferee shall be added to Schedule I annexed hereto.
2.5 Transfers Upon Death. In the event of a Transfer of Shares
pursuant to a will or pursuant to the laws of intestate succession, each
transferee of the transferred Shares shall promptly notify the Company in
writing of the Transfer and shall abide by, and hold the transferred Shares
subject to, the terms of this Agreement that are applicable to the transferring
Stockholder as of the time of the Transfer and that would have been applicable
to such transferring Stockholder had he or she retained his or her Shares. As
promptly as practicable after such Transfer, the transferee of such Shares shall
execute a counterpart copy of this Agreement.
2.6 Conversion of Shares into Common Stock.
(a) Upon any transfer of Shares by AW or by a
Permissible AW Transferee, other than (i) to AW or a Permissible AW Transferee
pursuant to Section 2.4 or (ii) pursuant to the exercise of the Tag-Along Right,
AW and each Permissible AW Transferee will be deemed at that time to have
exercised the right to convert the Shares to be transferred by them into an
equal number of shares of Common Stock and may not transfer such Shares prior to
their conversion.
(b) Any Stockholder deemed pursuant to Section
2.6(a), or 4.3 to have exercised the right, or requested by the Company pursuant
to Section 18 to exercise the right, to convert Shares into an equal number of
shares of Common Stock shall promptly surrender to the Company the stock
certificate or certificates representing such Shares in exchange for a stock
certificate or certificates representing an equal number of shares of Common
Stock. During the period commencing on the date that any Stockholder shall be
deemed to have exercised or requested to exercise such right to convert Shares
and terminating on the date that the stock certificate or certificates
representing such Shares are so surrendered, such Stockholder shall vote or (if
requested by the Company) execute a written consent with respect to such Shares
in accordance with the duly adopted recommendation of the Board, and such
Stockholder hereby grants to such officer of the Company as shall be designated
by the Board an irrevocable proxy coupled with an interest to vote such Shares
in accordance with such recommendation of the Board.
(c) Notwithstanding anything contained in this
Agreement, if at any time prior to February 11, 2001, neither Andersen nor
Weinroth is on the Board (other than during the period after Andersen shall no
longer be serving on the Board if the Company has nominated or intends to
nominate Weinroth to serve on the Board) or the Company shall have exercised its
right to request AW and the AW Permissible Transferees to convert their Shares
into Common Stock of the Company, then the Company shall be obligated to cause
the Common Stock underlying the Shares held by AW and the AW Permissible
Transferees promptly to be registered for sale under the Securities Act. Until
such registration has been declared effective or February 11, 2001, whichever
comes first (but only if the Common Stock may be sold under Rule 144 on February
11, 2001), such
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Shares shall not be, and shall not be deemed to have been, converted into Common
Stock of the Company. If the Company has not been successful in effecting the
registration by February 11, 2001, then it may cease such efforts (but only if
the Common Stock may be sold under Rule 144 on February 11, 2001).
3. Procedures for Transfers.
3.1 Tag-Along Right. Except for Permissible Feldman Transfers,
if, at any time, any Permissible Feldman Stockholder (the "Selling Stockholder")
desires to sell all or any part of his Shares (the "Offered Shares") pursuant to
a bona fide, arm's-length offer from a bona fide third party (the "Proposed
Transferee"), then each Stockholder (the "Tag-Along Stockholder") shall have the
right (the "Tag-Along Right") to sell to the Proposed Transferee a number of
Shares (the "Tag-Along Shares") equal to the number of Shares then held by the
Tag-Along Stockholder multiplied by a fraction, the numerator of which is the
number of Shares included in the Offered Shares, and the denominator of which is
the number of Shares owned by the Selling Stockholder. The Selling Stockholder
shall submit a written notice to all other Stockholders (the "Written Notice")
disclosing: (i) the identity of the Proposed Transferee, (ii) the number of
Offered Shares, (iii) the total number of Shares owned by the Selling
Stockholder, (iv) the terms and conditions of the proposed sale of the Offered
Shares to the Proposed Transferee, including the price per share (on a fully
diluted basis) to be paid, (v) the terms and conditions of payment offered by
the Proposed Transferee and, in the case of consideration in whole or in part
other than cash, the fair market value thereof as determined in good faith by
the Selling Stockholder and the Proposed Transferee, (vi) the address of the
Selling Stockholder, and (vii) that the Proposed Transferee has been informed of
the Tag-Along Right provided for in this Section 3.1, and any other material
facts relating to the proposed sale of the Offered Shares to the Proposed
Transferee.
(a) The sale of the Offered Shares and the Tag-Along
Shares shall be for the same consideration and otherwise on the same terms and
conditions for all holders as set forth in the Written Notice, including the
price per Share to be paid (on a fully diluted basis), no less favorable to the
other Stockholders than those on which the Selling Stockholder proposes to sell
the Offered Shares to the Proposed Transferee. If the Offered Shares include
options, warrants or other rights to acquire Class B Stock, then the price per
share to be paid for the Tag-Along Shares shall be increased to take account of
the exercise or conversion price required to be paid in order to acquire
underlying Class B Stock upon exercise or conversion of the Class B Shares and
such other equitable adjustments as shall be necessary to ensure that the price
paid for the Tag-Along Shares is the same as the total consideration paid, and
to be paid, by the transferee to acquire a share of Class B Stock from the
Selling Stockholder.
(b) The Tag-Along Right shall be exercised by a
Tag-Along Stockholder by notifying the Selling Stockholder in writing (the
"Tag-Along Notice") within 10 days after its receipt of the Written Notice. The
Tag-Along Notice shall state the number of Shares that such Tag-Along
Stockholder proposes to include in such transfer to the Proposed Transferee,
which number shall not exceed the maximum number of Shares which such Tag-Along
Stockholder is entitled to include. Failure by any Tag-Along Stockholder to
deliver a Tag-Along Notice during such 10 day
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period shall be deemed to constitute the election of such Tag-Along Stockholder
not to exercise its Tag-Along Rights.
(c) If the Proposed Transferee does not purchase
Shares from the Tag- Along Stockholders at the same price and on the same terms
and conditions as the Proposed Transferee purchases from the Selling Stockholder
(subject to Section 3.1(a)), then the Selling Stockholder shall not be permitted
to Transfer any Shares to the Proposed Transferee in the proposed Transfer.
(d) The Tag-Along Stockholders and the Selling
Stockholder shall have the right, for a thirty (30) day period following the
date of the closing provided in the Written Notice, to Transfer to the Proposed
Transferee the Shares proposed to be transferred on terms and conditions no more
favorable to the Selling Stockholder and the Tag-Along Stockholders than those
stated in the Offer. Any Shares that continue to be held by the Selling
Stockholder or any such Tag-Along Stockholders after the earlier of (x) the
consummation of the proposed Transfer and (y) the expiration of such thirty (30)
day period shall again be subject to the provisions of this Article 3.
3.2 Costs. All reasonable costs and expenses incurred by any
seller in connection with a Transfer under Section 3.1 hereof, including,
without limitation, all reasonable attorneys' fees, costs and disbursements and
any reasonable finders' fees or brokerage commissions, shall be allocated pro
rata among the Stockholders transferring Shares in such Transfer, with each
bearing that portion of such costs and expenses equal to the aggregate of such
costs and expenses multiplied by a fraction, the numerator of which is the
amount of the gross proceeds received by such Stockholder from such Transfer,
and the denominator of which is the total amount of the gross proceeds received
by all Stockholders from such Transfer.
4. Corporate Governance.
4.1 Composition of the Board. Subject to its fiduciary duties,
(a) if G. Chris Andersen ("Andersen") is willing and able to serve on the Board
of Directors of the Company (the "Board"), promptly after the issuance of the
Shares, the Company shall nominate Andersen to serve on the Board and shall use
its best efforts to cause him to be elected to the Board, and (b) if Andersen
shall cease to serve on the Board as a result of his death, disability or
voluntary resignation and Stephen Weinroth ("Weinroth") is then willing and able
to serve on the Board, the Company shall nominate Weinroth to serve on the Board
and shall use its best efforts to cause him to be elected to the Board. The
Company shall have no obligation to renominate Andersen or Weinroth (each an "AW
Nominee") to serve on the Board.
4.2 Voting. Feldman shall vote all of his Shares in favor of
the election of Andersen or Weinroth if either of them is nominated by the
Company to serve on the Board.
4.3 Effect of an AW Nominee not Being Designated to the Board.
In the event that (other than during the period after Andersen shall no longer
be serving on the Board if the
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Company has nominated or intends to nominate Weinroth to serve on the Board)
neither of the AW Nominees is on the Board, AW and any Permissible AW
Transferees will be deemed at that time to have exercised the right to convert
all Shares then held by them into an equal number of shares of Common Stock and
may not transfer any Shares prior to such conversion. Each of Andersen and
Weinroth hereby agrees to resign from the Board if requested by the Board to do
so for any reason.
5. Restrictive Legends.
5.1 Securities Laws. Each certificate evidencing Shares or
Underlying Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
ANY EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW."
5.2 Stockholders' Agreement. Each certificate evidencing
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF
A STOCKHOLDERS' AGREEMENT, DATED AS OF FEBRUARY 11,
2000, BY AND AMONG THE COMPANY, THE HOLDER OF RECORD
OF THIS CERTIFICATE AND CERTAIN OTHER SIGNATORIES
THERETO, AND NO TRANSFER OF SUCH SECURITIES SHALL BE
VALID OR EFFECTIVE EXCEPT IN ACCORDANCE WITH THE
STOCKHOLDERS' AGREEMENT AND UNTIL SUCH TERMS AND
CONDITIONS HAVE BEEN FULFILLED. COPIES OF THE
STOCKHOLDERS' AGREEMENT MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE
PRINCIPAL EXECUTIVE OFFICES THEREOF."
5.3 Certificates.
(a) Each certificate evidencing the Shares or
Underlying Shares issued upon any Transfer (and each certificate evidencing any
untransferred balance of any Shares or Underlying Shares) shall bear the legend
set forth in Section 5.1; provided that such legend shall be removed and the
Company shall issue a certificate without such legend to the holder thereof at
such
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time as the securities evidenced thereby cease to be restricted securities upon
the earliest to occur of (i) a registration statement with respect to the sale
of such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, (ii) the securities shall have been sold to the public pursuant to
Rule 144 (or any successor provision) under the Securities Act, or (iii) such
securities may be sold by the holder without restriction or registration under
Rule 144(k) under the Securities Act (or any successor provision).
(b) Each certificate evidencing the Shares issued
upon any Transfer (and each certificate evidencing any untransferred balance of
any Shares) shall bear the legend set forth in Section 5.2; provided that such
legend shall be removed and the Company shall issue a certificate without such
legend to the holder thereof at such time as (i) this Agreement is no longer in
effect or (ii) the Shares are issued to a Person who is not required to become a
party to this Agreement.
6. Additional Remedies. In case any one or more of the
covenants and/or agreements set forth in this Agreement shall have been breached
by any party hereto, the party or parties entitled to the benefit of such
covenants or agreements may proceed to protect and enforce their rights either
by proceeding in equity and/or by action at law, including, but not limited to,
an action for damages as a result of any such breach; and/or an action for
specific performance of any such covenant or agreement contained in this
Agreement, and/or a temporary or permanent injunction, in any case without
showing any actual damage and without establishing, in the case of an equitable
proceeding, that the remedy at law is inadequate and without the need to post
any bond or other undertaking as a condition to obtaining preliminary injunctive
relief. The rights, powers and remedies of the parties under this Agreement are
cumulative and not exclusive of any other right, power or remedy which such
parties may have under any other agreement or law. No single or partial
assertion or exercise of any right, power or remedy of a party hereunder shall
preclude any other or further assertion or exercise thereof. Any purported
Transfer in violation of the provisions of this Agreement shall be void ab
initio.
7. Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall bind and inure to the benefit of the
Company, each of the Stockholders and the respective successors or heirs and
personal representatives and permitted assigns of the Company and each of the
Stockholders. It is understood and agreed among the parties hereto that this
Agreement and the representations, warranties, and covenants made herein are
made expressly and solely for the benefit of the other party or parties hereto
(or their respective successors or permitted assigns), and that no other Person
shall be entitled or be deemed to be a third-party beneficiary of any party's
rights under this Agreement.
8. Entire Agreement. This Agreement and the Subscription
Agreement contain the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous arrangements
or understandings with respect thereto.
9. Notices. All notices, consents and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by
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hand, (b) sent by telecopier (with telephonic confirmation of receipt), provided
that a copy is mailed by certified mail, return receipt requested, or (c) when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested), in each case to the appropriate
addresses, and telecopier numbers set forth below (or to such other addresses,
and telecopier numbers as a party may designate as to itself by notice to the
other parties complying as to delivery with this Section 9):
If to the Company:
GP Strategies Corp.
9 W. 57th Street
Suite 4170
New York, New York 10019
Attention: Jerome I. Feldman
Telecopier No.: 212-230-9545
with a copy to:
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
Attention: Robert J. Hasday, Esq.
Telecopier No.: (212) 692-1020
If to AW:
Andersen Weinroth & Co., L.P.
1330 Avenue of the Americas
New York, New York 10019-5400
Attention: E. Alan Brumberger
Telecopier No.: (212) 842-1540
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with a copy to:
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue, 11th Floor
New York, New York 10174
Attention: Robert M. Friedman, Esq.
Telecopier No.: (212) 891-9598
If to a Stockholder, at its address as shown in the stock
register of the Company.
10. Amendment. The terms and provisions of this Agreement may
not be modified or amended, or any of the provisions hereof waived, temporarily
or permanently, except pursuant to the written consent of (i) Permissible
Feldman Transferees owning a majority of the Shares held by them and (ii)
Permissible AW Transferees owning a majority of the Shares held by them.
11. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
12. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.
13. Nouns and Pronouns. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.
14. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability. Such
prohibition or unenforceability in any one jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
15. Governing Law. This Agreement shall be governed by the
internal laws of the State of New York, without regard to the conflicts of law
principles thereof.
16. Jurisdiction. The Company and each Stockholder (a) hereby
irrevocably and unconditionally submits to the exclusive jurisdiction of any
court of the State of New York or any federal court sitting in the State of New
York for purposes of any suit, action or other proceeding arising out of this
Agreement or the subject matter hereof brought by the Company or any Stockholder
and (b) hereby waives and agrees not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or
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execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced in or by such court.
The Company and each Stockholder hereby consents to service of process by
certified mail at the address set forth in or designated pursuant to Section 9
hereof and agrees that its submission to jurisdiction and its consent to service
of process by mail is made for the express benefit of the other parties hereto.
17. Indemnification. Each Stockholder hereby agrees to
indemnify and hold the Company and each other Stockholder harmless from and
against any liability, claim, damage, loss, penalty, cost or expense (including,
without limitation, reasonable attorneys fees and costs of appeal) arising out
of any breach of any representations or covenants made by such Stockholder in
this Agreement.
18. Termination. The rights and obligations of the parties to
this Agreement shall terminate upon the earliest of the following: (i) the
dissolution, liquidation or winding up of the Company; (ii) the date none of the
AW Permissible Transferees own any Shares; and (iii) a Change in Control
Transaction. At the request of the Company, at any time, AW and the AW
Permissible Transferees shall convert their Shares into Common Stock of the
Company. This Agreement shall be terminated as to any Shares which shall be
exchanged for Common Stock of the Company.
19. Further Assurances. At any time and from time to time,
each party agrees, without further consideration, to take such actions and to
execute and deliver such documents as the other parties may reasonably request
to effectuate the purposes of this Agreement.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders' Agreement as of the date first above written.
GP STRATEGIES CORP.
By:______________________________
Name:
Title:
ANDERSEN WEINROTH & CO., L.P.
By:_______________________________
Name:
Title: General Partner
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SCHEDULE I
OTHER STOCKHOLDERS
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AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other persons signatory below of a statement on Schedule 13D or any
amendments thereto, with respect to the Common Stock of GP Strategies
Corporation, and that this Agreement be included as an attachment to such
filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 22nd day of February, 2000.
ANDERSEN WEINROTH & CO., L.P.
By: /s/ G. Chris Andersen
--------------------------------------
Name: G. Chris Andersen
Title: General Partner
/s/ G. Chris Andersen
--------------------------------------
G. Chris Andersen
/s/ Stephen D. Weinroth
--------------------------------------
Stephen D. Weinroth
Dated: February 22, 2000
