SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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
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(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
February 11, 2000
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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 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).
<PAGE>
CUSIP NO. 36225V104
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Jerome I. Feldman
2) Check the Appropriate Box if a Member of a Group
(See instructions) (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions)
SC, PF, OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
United States
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7) Sole Voting Power
Number of
Shares 882,405 (But see Item 5)
Beneficially ------------------------
Owned by Each 8) Shared Voting Power
Reporting Person With
0
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9) Sole Dispositive Power
882,405 (But see Item 5)
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10) Shared Dispositive Power
0
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11) Aggregate Amount Beneficially Owned By Each
Reporting Person
882,405
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See instructions) [X]
13) Percent of Class Represented by Amount in Row (11)
7.2%
14) Type of Reporting Person (See Instructions)
IN
<PAGE>
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. 4 ("Amendment No. 4") 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 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended to delete Scott N.
Greenberg, John C. McAuliffe, John Moran, and Douglas Sharp as Filing Persons.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following
information:
On February 14, 2000, the Company issued the press release attached
hereto as Exhibit 13 and the Merger Agreement and the Stockholders Agreement
were terminated by agreement of the parties thereto. The termination agreement
with respect to the Merger Agreement is attached hereto as Exhibit 14.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add the following
information:
As a result of the termination of the Stockholders Agreement on
February 11, 2000, each of Jerome I. Feldman, Scott N. Greenberg, John C.
McAuliffe, John Moran, and Douglas Sharp no longer may be deemed a member of a
"group" for purposes of Section 13(d) under the Securities Exchange Act of 1934,
as amended, with each other and VS&A. As a result, on that date, Scott N.
Greenberg, John C. McAuliffe, John Moran, and Douglas Sharp, assuming they had
been deemed to be members of such a group, ceased to be the beneficial owner of
more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities to the Issuer
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Item 6 of the Schedule 13D is hereby amended to add the following
information:
<PAGE>
The termination agreement with respect to the Stockholders Agreement is
attached hereto as Exhibit 15.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 13. Press release of the Company, dated February 14, 2000.
Exhibit 14. Termination of Merger Agreement, dated February 11, 2000, to the
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 Communications Parallel
Partners III, L.P., VS&A-GP, L.L.C., a Delaware limited liability
company, and VS&A-GP Acquisition, Inc., a Delaware corporation.
Exhibit 15. Termination of Stockholders Agreement, dated February 11, 2000, to
the Stockholders Agreement, dated August 31, 1999, among VS&A
Communications Partners III, L.P., Jerome I. Feldman, Scott N.
Greenberg, John C. McAuliffe, John Moran, and Douglas Sharp.
<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* February 14, 2000
Scott N. Greenberg* February 14, 2000
John McAuliffe* February 14, 2000
John Moran* February 14, 2000
Douglas Sharp* February 14, 2000
*By: _______________________________
Jerome I. Feldman, Attorney-in-Fact
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o 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.
<PAGE>
Exhibit 13
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 TERMINATION OF MERGER AGREEMENT
WITH AN AFFILIATE OF VERONIS, SUHLER & ASSOCIATES
New York, New York, February 14, 2000 . . . . GP Strategies
Corporation (NYSE:GPX) reported today that it has terminated its previously
announced merger agreement with VS&A Communications Partners III, L.P.
("VS&A"), an affiliate of Veronis, Suhler & Associates Inc., pursuant to
which holders of outstanding shares of the Company would have received
$13.75 per share (including the associated rights), payable in cash.
VS&A had informed the Company that it believes that the Company
suffered a material adverse change in the fourth quarter of 1999 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 also said that
it did not intend to waive the conditions to its obligation. Since certain
members of the Company's management were participating in the proposed VS&A
merger, the Special Negotiating Committee of the Board of Directors, which
evaluated and recommended the proposed VS&A merger, was empowered to
consider the Company's options.
The Committee and its advisors attempted to negotiate an
alternative transaction with VS&A, but were unable to do so on acceptable
terms. The Committee also determined that prompt action was necessary to
preserve value for the Company's stockholders and that it would be
imprudent to continue with the proposed VS&A merger given that there would
be no assurance that VS&A would have an obligation to close. Therefore, the
Special Negotiating Committee unanimously recommended that the proposed
VS&A merger be terminated. The Board of Directors agreed that this was the
best course of action for the Company's stockholders, and believes that
this early termination will enable senior management and the Board of
Directors to focus their efforts on improving core operations, as well as
continuing sales of non-core assets. In addition, the Company will continue
to explore strategic initiatives and implement steps to improve stockholder
value and continue to reduce its operating expenses.
(more)
<PAGE>
To induce VS&A to agree to the immediate termination of the merger
agreement and to give the Company a general release, the Company issued to
VS&A, as partial reimbursement of the expenses incurred by it in connection
with the merger agreement, 83,333 shares of the Company's Common Stock and
an 18-month warrant to purchase 83,333 shares of the Company's Common Stock
at a price of $6.00 per share.
The Company's General Physics subsidiary suffered a severe
downturn in the fourth quarter of 1999, due to increased losses in its IT
Training operations as well as a slowdown in the remainder of General
Physics' operations. The Company believes that the results were primarily
due to clients diverting potential training dollars for possible Y2K
issues, a lack of new software product introductions and product sales in
the IT area, delays in plant launches, and a general weakness in the
technology enhancement business because of customer concerns with Y2K. The
Company took certain steps in the fourth quarter to change the focus of its
information technology and consulting services, including further
streamlining its IT and consulting operations by closing or consolidating
offices, terminating employees, and reducing related costs. As a result,
the Company is evaluating certain additional write-offs. Based on
discussions with its banks, the Company believes that its bank agreement
will be amended to eliminate the technical defaults that exist with respect
to certain financial covenants as a result of the restructuring charges
taken by the Company during 1999 and the related losses.
The Company believes that the downturn in the fourth quarter of 1999
does not diminish the Company's future potential. The Company believes that
it is still well positioned and unrivaled in its scope of services, the
quality and performance of its people, and its ability to service clients
around the world. After many years of dramatic growth in its commercial
training operations, GP Strategies is the largest custom technical training
company in the world with a very strong base of Fortune 500 clients and a
full scope of training and performance improvement services. The Company
anticipates that business will start improving in the second quarter of
2000. The Company recently received several major awards from Fortune 500
corporations. In addition, it is anticipated that new software products
(such as Microsoft 2000) will be introduced shortly which should result in
increased demand for the Company's IT training services. The Company has
reduced its corporate staff and consolidated certain general and
administrative functions and is exploring further changes to reduce costs,
including expenses relating to facility costs. The Company intends to
continue to evaluate the sale of non-core assets and recently sold
substantially all of its remaining shares in GTS Duratek, Inc.
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 the risk that the Company will
not be able to obtain amendments to its loan agreement to eliminate
existing defaults and those risks and uncertainties detailed in GP
Strategies' periodic reports and registration statements filed with the
Securities and Exchange Commission.
# # #
<PAGE>
Exhibit 14
Termination of Merger Agreement
February 11, 2000
The parties to this agreement are VS&A Communications Partners III,
L.P., a Delaware limited partnership ("Parent"), VS&A Communications Parallel
Partners III, L.P., a Delaware limited partnership ("Parallel Partners"),
VS&A-GP, L.L.C., a Delaware limited liability company wholly owned by Parent and
Parallel Partners (the "LLC"), VS&A-GP Acquisition, Inc., a Delaware corporation
and a wholly owned subsidiary of LLC (the "Sub"), and GP Strategies Corporation,
a Delaware corporation (the "Company").
Parent, the LLC, the Sub and the Company entered into a merger
agreement dated October 6, 1999 (the "Merger Agreement") that provides for the
acquisition of the Company by Parent through the merger of the Sub into the
Company pursuant to Section 251 of the Delaware General Corporation Law.
Subsequently, Parent informed the Company that it believes that the conditions
to its obligation to consummate the merger would not be fulfilled, and the
Company thereafter requested that Parent agree to the immediate termination of
the Merger Agreement. The parties have now agreed to terminate the Merger
Agreement on the terms set forth below.
Accordingly, it is agreed as follows:
1. Termination of Merger Agreement. The Merger Agreement is terminated by
mutual consent of Parent and the Company pursuant to section 6.1(a) of the
Merger Agreement and all rights and obligations under the Merger Agreement
are discharged.
2. Issuance of Stock and Warrants to Parent and Parallel Partners.
In order to induce Parent to agree to the immediate termination of the
Merger Agreement and to give the release provided for in section 3(b), upon
execution of this agreement, as partial reimbursement of the expenses
incurred by Parent in connection with the Merger Agreement, (a) the Company
is issuing to Parent, and is delivering to Parent a stock certificate for,
78,806 fully paid and non-assessable shares of the Company's Common Stock,
par value $.01 per share ("Common Stock"), (b) the Company is issuing and
delivering to Parent a warrant, in the form of Exhibit A to this agreement,
to purchase 78,806 shares of the Company's Common Stock, (c) the Company is
issuing to Parallel Partners, and is delivering to Parallel Partners a
<PAGE>
stock certificate for, 4,527 fully paid and non-assessable shares of the
Common Stock, and (d) the Company is issuing and delivering to Parallel
Partners a warrant, in the form of Exhibit B to this agreement, to purchase
4,527 shares of the Company's Common Stock (the shares being issued to
Parent and Parallel Partners upon execution of this agreement being
referred to below as the "Shares," the warrants being issued to Parent and
Parallel Partners upon execution of this agreement being referred to below
as the "Warrants," the shares of Common Stock issuable upon exercise of the
Warrants being referred to below as the "Warrant Shares," and the Shares,
the Warrants, and the Warrant Shares being referred to collectively as the
"Securities"). The following provisions shall apply with respect to the
Securities:
1. until February 11, 2001, Parent and Parallel Partners shall
not sell or otherwise dispose of any of the Securities, except (i) with the
Company's prior written consent or (ii) upon conversion in any merger in
which the Company is not the surviving corporation or in connection with
any other corporate transaction that results in the disposition of more
than a majority of the Company's outstanding shares; provided that this
restriction shall cease to apply if Jerome I. Feldman ("Feldman") and
Permitted Transferees sell or otherwise dispose of (other than to Permitted
Transferees or in connection with the acquisition of other shares in the
Company) more than 50% of the aggregate number of shares in the Company
that Feldman and Permitted Transferees then own and have the right to
acquire; "Permitted Transferees" shall mean any of (i) Feldman, (ii) any
parent, child, descendant, or sibling of Feldman, (iii) the spouse of any
of the foregoing, (iv) any trust established by Feldman or any of the
foregoing persons, or any trustee, custodian, fiduciary, or foundation,
which will hold the shares of the Company for charitable purposes or for
the benefit of Feldman or any of the persons described in this Section 2(a)
or any combination thereof, and (v) committees, guardians, or other legal
representatives of Feldman or of any of the other persons described in this
Section 2(a);
2. until February 11, 2001, with respect to all matters submitted for the
vote or written consent of the Company's stockholders, Parent and Parallel
Partners shall vote the Shares, the Warrant Shares, and any other shares of
capital stock of the Company that Parent or Parallel Partners has the power
to vote in accordance with the recommendations of the Company's board of
directors; and
3. the certificates for the Shares and any Warrant Shares issued before
February 11, 2001 shall bear the following legend:
"The shares represented by this certificate are subject to restrictions on
transfer until February 11, 2001 as set forth in a Termination Agreement
dated February 11, 2000 among VS&A Communications Partners III, L.P., VS&A
Communications Parallel Partners III, L.P., VS&A-GP, L.L.C., VS&A-GP
Acquisition, Inc., and GP Strategies Corporation." At any time after
February 11, 2001, upon Parent's or Parallel Partner's request, the Company
promptly shall exchange Parent's or Parallel Partner's certificate or
certificates for the Shares and the Warrant Shares for certificates without
the legend referred to in this paragraph.
<PAGE>
3. Releases.
1. The Company releases and discharges Parent, Parallel Partners, the LLC
and the Sub, and each of Parent's other subsidiaries and affiliates, and
their respective partners, members, officers, and directors (in their
individual capacities as well as in their capacities as such), from any
claim or cause of action of any kind, known or unknown, arising prior to
the date of this agreement, including, but not limited to, any claim or
cause of action arising under the Merger Agreement or under any agreement
or other document executed and delivered in connection with Merger
Agreement, but excluding any claim or cause of action arising under this
agreement.
2. Parent, Parallel Partners, the LLC and the Sub, and each of them,
releases and discharges the Company and its officers, directors, employees
and agents (in their individual capacities as well as in their capacities
as such), from any claim or cause of action of any kind, known or unknown,
arising prior to the date of this agreement, including, but not limited to,
any claim or cause of action arising under the Merger Agreement or under
any agreement or other document executed and delivered in connection with
the Merger Agreement, but excluding any claim or cause of action arising
under this agreement or the Warrants.
4. Representations and Warranties of the Company. The Company represents and
warrants to Parent and Parallel Partners as follows:
1. The Company is a corporation duly organized, validly existing and in
good standing under the law of the jurisdiction of its incorporation or
organization and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted.
2. The Company has full corporate power and authority to execute and
deliver and to perform its obligations under this agreement and the
Warrants; the execution, delivery and performance by the Company of this
agreement and the Warrants have been duly authorized by the Company's board
of directors and no other corporate action on the part of the Company is
necessary to authorize the execution, delivery and performance by the
Company of its obligations under this agreement and the Warrants; and this
agreement and the Warrants have been duly executed and delivered by the
Company and, assuming due and valid authorization, execution and delivery
of this agreement by Parent, Parallel Partners, LLC and the Sub, are legal,
valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms.
<PAGE>
3. The execution, delivery and performance of this agreement and the
Warrants by the Company will not (i) conflict with or result in any breach
of any provision of the certificate of incorporation, the by-laws or
similar organizational documents of the Company, (ii) require any filing
with, or authorization, consent or approval of, any court, arbitral
tribunal, administrative agency or commission or other governmental or
other regulatory authority or agency, other than any required filings under
the securities laws and the rules of the New York Stock Exchange, (iii)
result in a material breach of any material agreement or other obligation
of the Company or any of its subsidiaries, or (iv) violate any material
order, writ, injunction, decree, statute, rule or regulation applicable to
the Company or any of its subsidiaries.
4. Upon issuance and delivery of the Shares pursuant to this agreement, the
Shares will be duly authorized, validly issued, fully paid and
non-assessable.
5. Upon issuance and delivery of Warrant Shares upon exercise of the
Warrants in accordance with their terms and the payment of the exercise
price therefor, such Warrant Shares will be duly authorized, validly
issued, fully paid and non-assessable.
6. The sale of the Shares pursuant to this agreement and of the Warrant
Shares upon exercise of the Warrants in accordance with their terms
constitute or will constitute exempted transactions under the registration
provisions of the Securities Act of 1933 (the "Act"), assuming the accuracy
of the representation in Section 6(a).
7. The Shares and Warrant Shares are or will be newly-issued shares and not
treasury shares.
5. Representations and Warranties of Parent and Parallel Partners. Parent and
Parallel Partners represent and warrant to the Company as follows:
1. Each of Parent and Parallel Partners is a partnership, LLC is a limited
liability company, and Sub is a corporation duly organized, validly
existing and in good standing under the law of the jurisdiction of its
incorporation or organization.
2. The Parent, Parallel Partners, LLC and the Sub have full partnership,
partnership, limited liability company and corporate power, respectively,
to execute and deliver and to perform their obligations under this
agreement; all action on the part of Parent, Parallel Partners, the LLC and
the Sub necessary for the authorization, execution and delivery of this
agreement and the performance of all of their respective obligations under
this agreement has been taken, and assuming due execution and delivery of
this Agreement by the Company, this agreement constitutes the valid and
binding obligation of Parent, Parallel Partners, the LLC and the Sub
enforceable against them in accordance with its terms.
3. The execution, delivery and performance of this agreement by the Parent,
Parallel Partners, LLC and the Sub will not (i) conflict with or result in
any breach of any provision of the certificate of incorporation, the
by-laws or similar organizational documents of any of them, (ii) require
any filing with, or authorization, consent or approval of, any court,
arbitral tribunal, administrative agency or commission or other
governmental or other regulatory authority or agency, other than any
required filings under the securities laws, (iii) result in a material
breach of any material agreement or other obligation of the Parent,
Parallel Partners, LLC and the Sub, or (iv) violate any material order,
writ, injunction, decree, statute, rule or regulation applicable to any of
them.
<PAGE>
6. Securities Act Matters.
1. Each of Parent and Parallel Partners represents and warrants to the
Company that the Securities will be acquired for investment and not with a
view to the sale or distribution of any of those shares in violation of the
Act. Each of Parent and Parallel Partners acknowledges that the Company has
no obligation, and does not intend, to register any of the Securities under
the Act except to the extent set forth in the Warrants.
2. The certificates for the Shares and Warrant Shares shall bear the
following legend:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933 ("Act") and may not be transferred unless a
registration statement under the Act is in effect as to that transfer or,
in the opinion of counsel reasonably satisfactory to the Company,
registration under the Act is not necessary for that transfer to comply
with the Act."
7. Survival of Representations and Warranties; Indemnification.
1. All representations, warranties and agreements of the Company contained
in this agreement shall survive (without limitation as to time) the
execution and delivery of this agreement and the consummation of the
transactions contemplated by this agreement notwithstanding any
investigation at any time by or on behalf of Parent or Parallel Partners.
All representations, warranties and agreements of Parent and Parallel
Partners contained in this agreement shall survive (without limitation as
to time) the execution and delivery of this agreement and the consummation
of the transactions contemplated by this agreement notwithstanding any
investigation at any time by or on behalf of the Company.
2. The Company shall indemnify and hold harmless Parent, Parallel Partners,
the LLC and the Sub from all loss, liability, damage, or expense (including
reasonable fees and expenses of counsel, whether involving a third party or
between the parties to this agreement) any of them may suffer, sustain or
become subject to as a result of any breach of any warranty, covenant or
other agreement of the Company contained in this agreement or the Warrants,
or any false representation by the Company in this agreement or the
Warrants.
<PAGE>
3. Parent and Parallel Partners shall indemnify and hold harmless the
Company from all loss, liability, damage, or expense (including reasonable
fees and expenses of counsel, whether involving a third party or between
the parties to this agreement) the Company may suffer, sustain or become
subject to as a result of any breach of any warranty, covenant or other
agreement of Parent or Parallel Partners contained in this agreement or any
false representation by Parent or Parallel Partners in this agreement.
4. If any action is brought by a third party against an indemnified party
in respect of which indemnity may be sought pursuant to Section 7(b) or
(c), such indemnified party shall promptly notify the indemnifying party in
writing of the institution of such action, and the indemnifying party shall
promptly assume the defense of such action, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of
expenses. Such indemnified party shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the employment of
such counsel shall have been authorized in writing by the indemnifying
party in connection with the defense of such action, (ii) the indemnifying
party shall not have promptly employed counsel reasonably satisfactory to
such indemnified party to have charge of the defense of such action, or
(iii) such indemnified party shall have been advised by counsel that there
may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party and it would be
inappropriate for the same counsel to represent both parties due to actual
or potential differing interests between them, in any of which events such
fees and expenses shall be borne by the indemnifying party and the
indemnifying party shall not have the right to direct the defense of such
action on behalf of the indemnified party. Anything in this paragraph to
the contrary notwithstanding, the indemnifying party shall not be liable
for (i) the fees or expenses of more than one counsel in the aggregate for
all indemnified parties in any action or series of related actions or (ii)
any settlement of any action effected without its written consent.
8. Additional Agreements of the Parties.
1. Upon execution of this agreement, the Company is delivering to Parent an
opinion of Duane, Morris & Heckscher LLP, counsel to the Company, in the
form attached hereto as Exhibit C, and Parent, the LLC, and the Sub are
delivering to the Company an opinion of Proskauer Rose LLP, counsel to
Parent, the LLC, and the Sub, in the form attached hereto as Exhibit D.
2. The parties hereto shall each bear its own legal and other fees and
expenses in connection with the negotiation, documentation and consummation
of the transactions contemplated in this agreement.
<PAGE>
3. At the Company's request, at any time after December 31, 2001 (or, if on
December 31, 2001 (i) litigation is pending that arose out of the Merger
Agreement or this agreement or (ii) any other litigation is pending against
the Company or any of its officers or directors and Parent or any of its
affiliates is, or it may reasonably be foreseen will be, involved in that
litigation (either as a party, a witness or otherwise), at any time after
such later date that such litigation has been terminated), Parent shall
destroy, and shall cause its affiliates to destroy and request that its
advisors destroy, all Evaluation Material (as defined in the
confidentiality agreement dated May 17, 1999 between the Company and
Parent, as amended to date (the "Confidentiality Agreement")). Parent shall
give prompt notice to the Company when the Evaluation Material has been
destroyed.
9. Miscellaneous.
1. This agreement shall be governed by and construed in accordance with the
law of the State of New York applicable to agreements made and to be
performed in New York.
2. This agreement and the Warrants contain a complete statement of all of
the terms of the arrangements among the parties with respect to their
subject matter, supersede any previous agreements and understandings
between the parties with respect to those matters, and cannot be changed or
terminated orally. Notwithstanding the foregoing or the destruction of the
Evaluation Material pursuant to Section 8(c) of this agreement, the
provisions of the Confidentiality Agreement shall remain in effect, except
that (i) the Parent shall be permitted, subject to Section 2(b) of this
agreement and Section 14 of the Confidentiality Agreement, to acquire
shares of capital stock of the Company and (ii) Section 8 of the
Confidentiality Agreement shall be deleted. Except as specifically set
forth in this agreement, there are no representations or warranties by any
party in connection with the transactions contemplated by this agreement.
3. Any party may waive compliance by another with any of the provisions of
this agreement. No waiver of any provision shall be construed as a waiver
of any other provision. Any waiver must be in writing and must be signed by
the party waiving any provision hereof.
<PAGE>
4. The courts of the State of New York in New York County and the United
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy
among them arising under or in connection with this agreement and, by
execution and delivery of this agreement, each of the parties to this
agreement submits to the jurisdiction of those courts, including, but not
limited to, the in personam and subject matter jurisdiction of those
courts, waives any objection to such jurisdiction on the grounds of venue
or forum non conveniens, the absence of in personam or subject matter
jurisdiction and any similar grounds, consents to service of process by
mail (in accordance with section 9(e) or any other manner permitted by
law), and irrevocably agrees to be bound by any judgment rendered thereby
in connection with this agreement, subject to any right to appeal. These
consents to jurisdiction shall not be deemed to confer rights on any person
other than the parties to this agreement.
5. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by an overnight courier service, such as Federal
Express, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
if to Parent, Parallel Partners, LLC or the Sub, to:
VS&A Communications Partners III, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
and
Jonathan D. Drucker, Esq.
General Counsel
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
if to the Company, to:
GP Strategies Corporation
9 West 57th Street
New York, New York 10019
Attn: Jerome I. Feldman, President
with a copy to:
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
Attn: Robert J. Hasday, Esq.
<PAGE>
6. The section headings of this agreement are for reference purposes only
and are to be given no effect in the construction or interpretation of this
agreement.
VS&A COMMUNICATIONS PARTNERS III, L.P.
By: VS&A Equities III, L.L.C., its general partner
By: __________________________________
S. Gerard Benford, Managing Member
VS&A COMMUNICATIONS PARALLEL
PARTNERS III, L.P.
By: VS&A Equities III, L.L.C., its general partner
By: __________________________________
S. Gerard Benford, Managing Member
VS&A-GP, L.L.C.
By: VS&A Communications Partners III, L.P.
By: VS&A Equities III, L.L.C., its general partner
By: ____________________________________
S. Gerard Benford, Managing Member
VS&A-GP ACQUISITION, INC.
By: ___________________________________
S. Gerard Benford
GP STRATEGIES CORPORATION
By: ____________________________________
Jerome I. Feldman
President
<PAGE>
Exhibit 15
Termination of Stockholders Agreement
February 11, 2000
The parties to this agreement are VS&A Communications Partners III,
L.P., a Delaware limited partnership ("Parent"), and Jerome Feldman, Scott
Greenberg, John McAuliffe, John Moran and Douglas Sharp, who are stockholders of
GP Strategies Corporation (the "Company") and executive officers of the Company
or a subsidiary of the Company and are collectively referred to below as the
"Stockholders."
Parent, VS&A-GP, L.L.C. ("LLC"), VS&A-GP Acquisition, Inc. ("Sub"), and
the Company entered into a merger agreement dated October 6, 1999 (the "Merger
Agreement") which provides for the acquisition of the Company by Parent through
the merger of the Sub into the Company pursuant to Section 251 of the Delaware
General Corporation Law. Subsequently, Parent informed the Company that it
believes that the conditions to its obligation to consummate the merger would
not be fulfilled. The parties thereto have agreed to terminate the Merger
Agreement pursuant to a Termination Agreement dated the date hereof.
As a condition to entering into the Merger Agreement, Parent required
that the Stockholders enter into a Stockholders Agreement dated August 31, 1999
(the "Stockholders Agreement") with Parent. The parties hereto have now agreed
to terminate the Stockholders Agreement on the terms set forth below.
Accordingly, it is agreed as follows:
10. Termination of Stockholders Agreement.
The Stockholders Agreement is hereby terminated by the written mutual
consent of Parent and the Stockholders and all rights and obligations under
the Stockholders Agreement are hereby discharged.
11. Releases.
1. Each of the Stockholders hereby releases and discharges Parent, the LLC
and the Sub, and each of Parent's other subsidiaries and affiliates, and
their respective partners, members, officers, and directors (in their
individual capacities as well as in their capacities as such), from any
claim or cause of action of any kind, known or unknown, arising prior to
the date of this agreement, including, but not limited to, any claim or
cause of action arising under the Stockholders Agreement or under any
agreement or other document executed and delivered in connection with
Stockholders Agreement, but excluding any claim or cause of action arising
under this agreement.
<PAGE>
2. Parent, the LLC and the Sub, and each of them, and each of Parent's
other subsidiaries and affiliates, and their respective partners, members,
officers, and directors (in their individual capacities as well as in their
capacities as such), hereby releases and discharges each of the
Stockholders and his heirs, personal representatives, and assigns, from any
claim or cause of action of any kind, known or unknown, arising prior to
the date of this agreement, including, but not limited to, any claim or
cause of action arising under the Stockholders Agreement or under any
agreement or other document executed and delivered in connection with the
Stockholders Agreement, but excluding any claim or cause of action arising
under this agreement.
12. Representations and Warranties of the Stockholders.
Each of the Stockholders represents and warrants to Parent that he has full
power and authority to execute and deliver and to perform his obligations
under this agreement; this agreement has been duly executed and delivered
by him; and, assuming due and valid authorization, execution and delivery
of this agreement by Parent and the other Stockholders, is his legal, valid
and binding obligation enforceable against him in accordance with its
terms.
13. Representations and Warranties of Parent.
Parent represents and warrants to the Stockholders that it has full power
and authority to execute and deliver and to perform its obligations under
this agreement; all action on the part of Parent necessary for the
authorization, execution and delivery of this agreement and the performance
of all of its obligations under this agreement has been taken; and assuming
due execution and delivery by the Stockholders, this agreement constitutes
a valid and binding obligation of Parent enforceable against it in
accordance with its terms.
14. Survival of Representations and Warranties.
All representations, warranties and agreements of the Stockholders made
hereunder shall survive (without limitation as to time) the execution and
delivery of this agreement and the consummation of the transactions
contemplated by this agreement notwithstanding any investigation at any
time by or on behalf of Parent. All representations, warranties and
agreements of Parent made hereunder shall survive (without limitation as to
time) the execution and delivery of this agreement and the consummation of
the transactions contemplated by this agreement notwithstanding any
investigation at any time by or on behalf of the Stockholders.
<PAGE>
15. Additional Agreement of the Parties.
The Parent and the Stockholders shall each bear their respective legal and
other fees and expenses in connection with the negotiation, documentation
and consummation of the transactions contemplated in this agreement.
16. Miscellaneous.
1. This agreement shall be governed by and construed in accordance with the
law of the State of New York applicable to agreements made and to be
performed in New York.
2. This agreement contains a complete statement of all of the terms of the
arrangements among the parties with respect to their subject matter,
supersedes any previous agreements and understandings between the parties
with respect to those matters, and cannot be changed or terminated orally.
3. Any party may waive compliance by another with any of the provisions of
this agreement. No waiver of any provision shall be construed as a waiver
of any other provision. Any waiver must be in writing and must be signed by
the party waiving any provision hereof.
4. The courts of the State of New York in New York County and the United
States District Court for the Southern District of New York shall have
jurisdiction over the parties with respect to any dispute or controversy
among them arising under or in connection with this agreement and, by
execution and delivery of this agreement, each of the parties to this
agreement submits to the jurisdiction of those courts, including, but not
limited to, the in personam and subject matter jurisdiction of those
courts, waives any objection to such jurisdiction on the grounds of venue
or forum non conveniens, the absence of in personam or subject matter
jurisdiction and any similar grounds, consents to service of process by
mail (in accordance with section 7(e) or any other manner permitted by
law). These consents to jurisdiction shall not be deemed to confer rights
on any person other than the parties to this agreement.
5. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by an overnight courier service, such as Federal
Express, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
if to Parent, to:
VS&A Communications Partners III, L.P.
350 Park Avenue
New York, New York 10022
Attn: Jeffrey T. Stevenson
President
and
Jonathan D. Drucker, Esq.
General Counsel
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attn: Bertram A. Abrams, Esq.
if to the Stockholders, to:
<PAGE>
Jerome Feldman
145 West Patent Road
Bedford Hills, NY 10507
Scott Greenberg
9 Eli Circle
Morganville, New Jersey 07751
John McAuliffe
4035 Log Trail Way
Reistertown, Maryland 21136
John Moran
48 Longview Avenue
Randolph, New Jersey 07869
Douglas Sharp
4410 Lantern Drive
Titusville, Florida 32796
with a copy to:
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
Attn: Robert J. Hasday, Esq.
6. The section headings of this agreement are for reference purposes only
and are to be given no effect in the construction or interpretation of this
agreement.
VS&A COMMUNICATIONS PARTNERS III, L.P.
By: VS&A Equities III, LLC, its general partner
By:_____________________________
S. Gerard Benford, Managing Member
-------------------------------------
Jerome Feldman
<PAGE>
-------------------------------------
Scott Greenberg
------------------------------------
John McAuliffe
-------------------------------------
John Moran
------------------------------------
Douglas Sharp
<PAGE>
