UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b - 25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-7234
CUSIP NUMBER
36225V 10 4
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q Form N-SAR
For Period Ended: September 30, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - REGISTRANT INFORMATION
Full Name of Registrant: GP STRATEGIES CORPORATION
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 9 West 57th Street
City, State and Zip Code: New York, NY 10019
Part II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b) the following
should be completed. (Check box if appropriate)
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(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III - NARRATIVE
State below in reasonable details the reason why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant cannot file its report on Form 10-Q for the third quarter ended
September 30, 2000 on a timely basis because it has encountered unexpected
difficulties in compiling certain information to be included in its Form 10-Q
and the information compiled to date is not complete enough to provide full
disclosure.
Part IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Andrea D. Kantor 212 230-9516
Name Area Code Telephone Number
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify reports. [x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [x
] Yes[ ] No
If so, attach an explanation of the anticipated change, both narratively and
quatitatively, and, if appropriate, state the reasons why a reasonable estimate
of these results cannot be made.
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The Company reported net income of $1,193,000 or $.09 per share for the quarter
ended September 30, 2000 compared to a net loss of $1,822,000 or $.16 per share
for the quarter ended September 30, 1999. Included in the net income for the
third quarter of 2000 are (i) losses of $12,885,000 relating to the UK and
Canadian open enrollment Information Training ("IT") business, (of which
$9,371,000 relates to asset impairment charges and restructuring charges); (ii)
$4,563,000 related to a non-cash charge in connection with a deferred
compensation plan, and (iii) a loss of $2,847,000 relating to equity investments
(of which $2,400,000 relates to the write down of the Company's investment in
the Five Star Group). These losses were offset by a gain on trading securities
of $12,000,000, primarily relating to the Company's investment in Millennium
Cell, and an income tax benefit of $8,579,000. Net sales for the third quarter
of 2000 decreased by $2,472,000, primarily due to a decrease of $7,162,000 in
the IT segment, to $50,786,000 from $53,258,000 for the third quarter of 1999.
However, net sales in the Manufacturing, Process and Energy businesses increased
from $37,531,000 in the third quarter of 1999 to $42,296,000 in the third
quarter of 2000 or approximately 12.7%.
GP STRATEGIES CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 2000 BY: Scott N. Greenberg, Executive Vice
President and Chief Financial Officer
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