-----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, Q2ntZF8yolSFIqSnjeLsb93SoHbu/UNvzluaBiDSbWOp2SOFqrP/NQ0qk1chqJM1 7Xd7kZp86XML5kN0yq3nYQ== 0000070415-02-000018.txt : 20020502 0000070415-02-000018.hdr.sgml : 20020501 ACCESSION NUMBER: 0000070415-02-000018 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020502 FILER: 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07234 FILM NUMBER: 02631454 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 10-K/A 1 gp10ka201.txt GP STRATEGIES - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7234 GP STRATEGIES CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-1926739 - ---------------------------- -------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 9 West 57th Street, New York, NY 10019 - ------------------------------------ -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 826-8500 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of each exchange on which registered: Common Stock, $.01 Par Value New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / As of March 22, 2002, the aggregate market value of the outstanding shares of the Registrant's Common Stock, par value $.01 per share and Class B Capital Stock, par value $.01 per share held by non-affiliates was approximately $46,782,000, and $1,219,000, respectively, based on the closing price of the Common Stock on the New York Stock Exchange on March 22, 2002. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the most recent practicable date. Class Outstanding at March 22, 2002 Common Stock, par value $.01 per share 12,780,285 shares Class B Capital Stock, par value $.01 per share 900,000 shares Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the number of shares of Class B Stock and Common Stock beneficially owned as of April 15, 2002, by each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Class B Stock or Common Stock.
Amount and Name and Address Nature of Percent of Title of Class of Beneficial Owner Beneficial Ownership Class(1) - -------------- ------------------- -------------------- -------- Class B Stock Jerome I. Feldman 568,750 shares(2) 63.2% c/o GP Strategies Corporation 9 West 57th Street Suite 4170 New York, NY 10019 Class B Stock Bedford Oak Partners, L.P. 300,000 shares(3)(4) 33.3% 100 South Bedford Road Mt. Kisco, NY 10549 Common Stock Jerome I. Feldman 636,755 shares(2)(5) 4.8% Common Stock Bedford Oak Partners, L.P. 1,231,500 shares(3)(6) 9.4% 100 South Bedford Road Mt. Kisco, NY 10549 Common Stock Caxton International Limited 1,210,100 shares(7) 9.5% 315 Enterprise Drive Plainsboro, NJ 08536 Common Stock Dimensional Fund Advisors, Inc. 949,355 shares(8) 7.4% 1299 Ocean Avenue Santa Monica, CA 90401 Common Stock Liberty Wanger Asset Management L.P 820,000 shares(9) 6.4% 227 West Monroe Street Chicago, IL 60606 Common Stock Pequot Capital Management, Inc. 670,400 shares(10) 5.3% 500 Nyala Farm Road Westport, CT 06880 Common Stock General Physics Corporation Profit 972,264 shares(11) 7.6% Investment Plan 6700 Alexander Bell Drive Columbia, Maryland 21046
(1) The percentage of class calculation for Class B Stock assumes for each beneficial owner that no shares of Class B Stock are converted into Common Stock by the named beneficial owner or any other stockholder. The percentage of class calculation for Common Stock assumes for each beneficial owner that (i) all options are exercised in full and all shares of Class B Stock are converted into Common Stock only by the named beneficial owner and (ii) no other options are exercised and no other shares of Class B Stock are converted by any other stockholder. (2) On December 29, 1998, Martin M. Pollak granted certain rights of first refusal with respect to his Class B Stock and options to purchase Class B Stock to Mr. Feldman and his family, and Mr. Feldman granted certain tag-along rights with respect to Class B Stock and options to purchase Class B Stock to Mr. Pollak and his family. In addition, Mr. Pollak agreed that, until May 31, 2004, during any period commencing on the date any person or group commences or enters into, or publicly announces an intention to commence or enter into, and ending on the date such person abandons a tender offer, proxy fight, or other transaction that may result in a change in control of the Company, he will vote his shares of Common Stock and Class B Stock on any matter in accordance with the recommendation of the Board of Directors. Mr. Pollak retired as the Executive Vice President and Treasurer of the Company on May 31, 1999. (3) Based on a information provided to the Company by Bedford Oak Partners, L.P. ("Bedford Oak"). (4) Pursuant to an agreement, dated October 19, 2001 (the "Bedford Oak Agreement"), between the Company and Bedford Oak, Bedford Oak is required to exercise its right to convert its shares of Class B Stock into Common Stock (i) upon the transfer of such shares to an unrelated party and (ii) at the request of the Board of Directors of the Company. (5) Includes (i) 1,173 shares of Common Stock held by members of Mr. Feldman's family, (ii) 568,750 shares of Common Stock issuable upon conversion of Class B Stock held by Mr. Feldman, (iii) 46,956 shares of Common Stock issuable upon exercise of currently exercisable stock options held by Mr. Feldman and (iii) 2,976 shares of Common Stock allocated to Mr. Feldman's account pursuant to the provisions of the GPC PIP Plan. Mr. Feldman disclaims beneficial ownership of the 1,173 shares of Common Stock held by members of his family. (6) Includes 300,000 shares of Common Stock issuable upon conversion of Class B Stock held by Bedford Oak. (7) Based on a Schedule 13D/A filed jointly by Caxton International Limited, Caxton Equity Growth (BVI) Ltd., Caxton Equity Growth LLC, and Caxton Associates, L.L.C. with the SEC on June 22, 2001. (8) Based on a Schedule 13G filed by Dimensional Fund Advisors Inc. ("Dimensional") with the SEC on January 30, 2002. Dimensional has informed the Company that the shares are owned by advisory clients of Dimensional and that Dimensional disclaims beneficial ownership of such shares. (9) Based on a Schedule 13G filed by Liberty Wanger Asset Management, L.P. ("LWAM") with the SEC on February 14, 2002. LWAM has informed the Company that the shares have been acquired by LWAM on behalf of its discretionary clients. (10) Based on a Schedule 13G filed by Pequot Capital Management, Inc. with the SEC on February 14, 2002. (11) Shares may be voted and disposed of by Plan participants. SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS The following table sets forth, as of April 15, 2002, the beneficial ownership of Common Stock, Class B Stock, and voting stock by each director and nominee for director, each of the named executive officers, and all directors and executive officers as a group.
Total Number of Total Number of Shares of Percent of Shares of Percent of Percent of Common Stock Common Stock Class B Stock Class B Voting Beneficially Owned Owned(1) Beneficially Owned Stock(2) Stock(3) Jerome I. Feldman(4)................ 636,755(5) 4.8% 568,750(6) 63.2% 26.4% Scott N. Greenberg(4)............... 203,954(7) 1.6% John C. McAuliffe................... 146,048(8)(9) 1.1% -- -- -- Marshall S. Geller.................. 108,161(8) * -- -- -- Sheldon L. Glashow(10).............. 16,796(8) * -- -- -- Roald Hoffmann(4)(10)............... 16,617(8) * -- -- -- Bernard M. Kauderer(10)............. 16,796(8) * -- -- -- Ogden R. Reid(10)................... 20,046(8) * -- -- -- Gordon Smale(11).................... 18,617(8) * -- -- -- Andrea D. Kantor.................... 38,404(8)(12) * -- -- -- Directors and Executive Officers as a Group (10 persons)........... 1,222,194(13) 8.9% 568,750 63.2% 28.5%
*The number of shares owned is less than one percent of the outstanding shares or voting stock. (1) The percentage of class calculation for Common Stock assumes for each beneficial owner and directors and executive officers as a group that (i) all options are exercised in full and all shares of Class B Stock are converted into Common Stock only by the named beneficial owner or members of the group and (ii) no other options are exercised and no other shares of Class B Stock are converted by any other stockholder. (2) The percentage of class calculation for Class B Stock assumes for each beneficial owner and directors and executive officers as a group that no shares of Class B Stock are converted into Common Stock by the named beneficial owner, members of the group, or any other stockholder. (3) The percentage of voting stock calculation sets forth the percentage of the aggregate number of votes of all holders of Common Stock and Class B Stock represented by the Common Stock and Class B Stock beneficially owned by each beneficial owner and directors and executive officers as a group and assumes for each beneficial owner and directors and executive officers as a group that (i) all options are exercised in full only by the named beneficial owner or members of the group, (ii) no other options are exercised by any other stockholder, and (iii) no shares of Class B Stock are converted into Common Stock by the named beneficial owner, members of the group, or any other stockholder. (4) Member of the Executive Committee. (5) See footnotes 2 and 5 to Principal Stockholders Table. (6) See footnote 2 to Principal Stockholders Table. (7) Includes (i) 179,208 shares of Common Stock issuable upon exercise of currently exercisable stock options held by Mr. Greenberg, (ii) 3,028 shares of Common Stock allocated to Mr. Greenberg's account pursuant to the provisions of the GPC PIP Plan and (iii) 4,000 shares of Common Stock held by members of his family. Mr. Greenberg disclaims beneficial ownership of the 4,000 shares held by members of his family. (8) Includes 127,570 shares for Mr. McAuliffe, 15,000 shares for each of Messrs. Glashow, Hoffmann, Kauderer and Smale, 5,000 shares for Mr. Geller, 18,000 shares for Mr. Reid, and 35,166 shares for Ms. Kantor issuable upon exercise of currently exercisable stock options. (9) Includes 6,322 shares of Common Stock allocated to Mr. McAuliffe's account pursuant to the provisions of the GPC PIP Plan. (10) Member of the Audit Committee. (11) Member of the Compensation Committee. (12) Includes 3,238 shares of Common Stock allocated to Ms. Kantor's account pursuant to the provisions of the GPC PIP Plan. (13) Includes (i) 471,900 shares of Common Stock issuable upon exercise of currently exercisable stock options, (ii) 568,750 shares of Common Stock issuable upon conversion of Class B Stock, and (iii) 15,564 shares of Common Stock allocated to accounts pursuant to the provisions of the GPC PIP Plan. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ......... GP STRATEGIES CORPORATION ......... Jerome I. Feldman ......... Chief Executive Officer Dated: May 2, 2002 -----END PRIVACY-ENHANCED MESSAGE-----