-----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, Cn6aHlaOjDyD2sbQVj9264MjBMpOp17Ygdu0YgtdJUXIIRZwL0lKfDNqLKQzK1DP +qu9HB3DKbm5W20JhFBQvA== 0001012975-99-000153.txt : 19990928 0001012975-99-000153.hdr.sgml : 19990928 ACCESSION NUMBER: 0001012975-99-000153 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990927 GROUP MEMBERS: JEFFREY T. STEVENSON GROUP MEMBERS: JOHN J. VERONIS GROUP MEMBERS: JOHN S. SUHLER GROUP MEMBERS: MARTIN I. VISCONTI GROUP MEMBERS: S. GERARD BENFORD GROUP MEMBERS: VS&A COMMUNICATIONS PARTNERS III LP GROUP MEMBERS: VS&A EQUITIES III, L.L.C. 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: 99717173 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: VS&A COMMUNICATIONS PARTNERS III LP CENTRAL INDEX KEY: 0001074579 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134403629 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129354990 MAIL ADDRESS: STREET 1: 350 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* GP Strategies Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 36225V104 -------------------- (CUSIP Number) Jeffrey T. Stevenson c/o VS&A Communications Partners III, L.P. 350 Park Avenue New York, New York 10022 (212) 935-4990 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Bertram A. Abrams, Esq. Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000 September 21, 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). Page 2 of 4 Pages Amendment No. 1 to Statement on Schedule 13D Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as Amended The undersigned hereby amend Item 4 of the Statement on Schedule 13D filed on their behalf, for the event dated August 31, 1999, with the Securities and Exchange Commission. Unless otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in such previously filed Statement on Schedule 13D. Item 4. Purpose of Transaction ---------------------- Item 4 is amended by adding the following after the last sentence of the second paragraph of Item 4: Prior to 5:00 P.M. Eastern Daylight Savings Time on September 21, 1999, VS&A delivered a letter to the Company pursuant to which VS&A agreed to defer the expiration time of the Offer until 5:00 p.m. Eastern Daylight Savings Time on October 1, 1999. If a definitive merger agreement has not been executed by that time, the Offer will be considered withdrawn without further action. None of the other terms of the Offer were changed. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1. Offer extension letter, dated September 21, 1999, to the Board of Directors of GP Strategies Corporation from VS&A Communications Partners III, L.P. Page 3 of 4 Pages SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, the undersigned each certify that the information set forth in this statement is true, complete and correct. Signature Date --------- ---- VS&A COMMUNICATIONS PARTNERS, III L.P. By: VS&A Equities III, L.L.C, its general partner By: * September 24, 1999 ------------------------------------- Jeffrey T. Stevenson, President and Senior Managing Member VS&A EQUITIES III, L.L.C. By: * September 24, 1999 ------------------------------------- Jeffrey T. Stevenson, President and Senior Managing Member * September 24, 1999 - ------------------------ John J. Veronis * September 24, 1999 - ----------------------- John S. Suhler /s/ S. Gerard Benford September 24, 1999 - ----------------------- S. Gerard Benford * September 24, 1999 - ----------------------- Jeffrey T. Stevenson * September 24, 1999 - ----------------------- Martin I. Visconti *By: /s/ S. Gerard Benford ------------------------------------- S. Gerard Benford, Attorney-in-Fact September 24, 1999 Page 4 of 4 Pages EX-1 2 September 21, 1999 The Board of Directors GP Strategies Corporation 9 West 57th Street, Suite 4170 New York, NY 10019 Gentlemen: We refer to our letter to the Board of Directors of GP Strategies Corporation (the "Company"), dated August 31, 1999, confirming our proposal to acquire by merger all of the Company's outstanding Common Stock and Class B Capital Stock on the terms stated in that letter. Based on our discussions with the investment banking firm retained by the Special Negotiating Committee of the Board of Directors, we have agreed to defer the expiration date of our proposal until 5:00 p.m. Eastern Daylight Savings Time on October 1, 1999. If a definitive merger agreement has not been executed by that time, our proposal will be considered withdrawn without further action on our part. Except as stated above, all of the terms and conditions of our proposal as set forth in our August 31, 1999 letter shall remain in full force and effect. Sincerely yours, VS&A Communications Partners III, L.P. By: VS&A Equities III, L.L.C., its general partner By: /s/ Jeffrey T. Stevenson ------------------------------------ Jeffrey T. Stevenson President and Senior Managing Member Accepted and agreed as of the date hereof: By: GP Strategies Corporation By: -------------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----