-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PpoT92AkMGfk/c4o+Xcu2oBOPWPtPFca2R6HyJwUGIFHOS2/Y4UriGIL148HcgsU PqFK9L5fP07xrSLzGAi2HQ== 0001018200-99-000042.txt : 19991118 0001018200-99-000042.hdr.sgml : 19991118 ACCESSION NUMBER: 0001018200-99-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GP STRATEGIES CORP CENTRAL INDEX KEY: 0000070415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 131926739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38329 FILM NUMBER: 99759393 BUSINESS ADDRESS: STREET 1: 9 W 57TH ST STREET 2: STE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122309500 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: STE 4107 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PATENT DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FELDMAN JEROME I CENTRAL INDEX KEY: 0001018200 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57 ST STREET 2: STE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122309617 MAIL ADDRESS: STREET 1: 9 WEST 57 STREET STREET 2: SUITE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GP Strategies Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 36225V104 (CUSIP Number) Jerome I. Feldman c/o GP Strategies Corporation 9 West 57th Street, Suite 4170 New York, New York 10019 (212) 230-9508 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Robert J. Hasday, Esq. Duane, Morris & Heckscher LLP 380 Lexington Avenue New York, New York 10168 (212) 692-1010 November 17, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 3 Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of GP Strategies Corporation, a Delaware corporation (the "Company"), which has its principal executive offices at 9 West 57th Street, Suite 4170, New York, New York 10019. This statement constitutes Amendment No. 3 ("Amendment No. 3") to a Schedule 13D, dated September 10, 1999 (the "Schedule 13D"), of Jerome I. Feldman, Scott N. Greenberg, John C. McAuliffe, John Moran, and Douglas Sharp. Except as amended hereby and in the other amendments hereto, the statements in the Schedule 13D remain unchanged. Unless otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended to add the following information: On November 17, 1999, the Company issued the press release attached hereto as Exhibit 12. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended to add the following exhibit: Exhibit 12. Press release of the Company, dated November 17, 1999. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each person set forth below, each such person certifies that the information set forth in this statement is true, complete and correct. Signature Date Jerome I. Feldman* November 17, 1999 Scott N. Greenberg* November 17, 1999 John McAuliffe* November 17, 1999 John Moran* November 17, 1999 Douglas Sharp* November 17, 1999 *By:_________________________________ Jerome I. Feldman, Attorney-in-Fact - ---------------------------- * A power of attorney authorizing Jerome I. Feldman to sign any and all amendments to the Schedule 13D on behalf of such persons was included in the Schedule 13D. EX-12 2 Exhibit 12 Contact: Jerome I. Feldman Scott N. Greenberg President & Executive Vice President & Chief Executive Officer Chief Financial Officer (212) 230-9508 (212) 230-9529 GP STRATEGIES REPORTS ON STATUS OF MERGER AGREEMENT WITH AN AFFILIATE OF VERONIS, SUHLER & ASSOCIATES INC. AND COMPANY MANAGEMENT FOR IMMEDIATE RELEASE: New York, New York, November 17, 1999 . . . .GP Strategies Corporation (NYSE:GPX) reported today on the status of its previously-announced merger agreement with VS&A Communications Partners III, L.P., an affiliate of Veronis, Suhler & Associates Inc., in which the holders of outstanding shares of Common Stock and Class B Capital Stock of the Company would receive $13.75 per share (which includes $.01 per share to be paid upon redemption of the associated rights), payable in cash upon consummation of the merger. Certain members of Company management are participating in the transaction with VS&A and have agreed to vote in favor of the merger. Based on updated fourth quarter 1999 projections and other information relating to the Company's General Physics subsidiary furnished by the Company to VS&A, VS&A has informed the Company that it believes that the Company has suffered a material adverse change and that the conditions to VS&A's obligation to consummate the merger contemplated by the merger agreement therefore may not be fulfilled. VS&A has also informed the Company that it is investigating the matter, but does not intend to waive the conditions to its obligations. The Company has not agreed that a material adverse change has occurred. The updated projections indicate a reduction in fourth quarter revenues and earnings before interest, taxes, depreciation, and amortization of General Physics, due to a continued and significant downturn in General Physics' IT open enrollment business and the expectation that the remainder of General Physics' business will not grow to the originally projected levels. The Company is evaluating its options with respect to the foregoing, which include (1) continuing with the going private transaction even though there would be no assurance that VS&A would have an obligation to close, (2) agreeing to terminate the going private transaction and renegotiating a new transaction with VS&A, or (3) agreeing to terminate the going private transaction and not entering into an alternate transaction. Since certain members of management have an interest in the going private transaction, the special negotiating committee that evaluated and recommended the going private transaction has been reactivated to consider and make a recommendation to the Board of Directors with respect to the Company's alternatives. The forward-looking statements contained herein reflect GP Strategies' management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of GP Strategies, including, but not limited to those risks and uncertainties detailed in GP Strategies' periodic reports and registration statements filed with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----