-----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, TNXHvxJBIEWli9ltQHW7tj59rVgnRYTNT33GHXulu3X1ORrDlQ+J0lv3xo4ipsij t+8NX+JBwUwa/NFUoNiOXQ== 0001012975-99-000161.txt : 19991018 0001012975-99-000161.hdr.sgml : 19991018 ACCESSION NUMBER: 0001012975-99-000161 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991008 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: 99725792 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. 2 )* 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 October 6, 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. 2 to Statement on Schedule 13D Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as Amended The undersigned hereby amend Items 4 and 6 of the Statement on Schedule 13D filed on their behalf for the event dated August 31, 1999, with the Securities and Exchange Commission, as amended by Amendment No. 1 for the event dated September 21, 1999. 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 information: On October 6, 1999, the Board of Directors of the Company, based in part on the unanimous recommendation of the Special Negotiating Committee of the Board, approved a merger with VS&A in which, among other things, the holders of outstanding shares of Common Stock and Class B Stock of the Company will 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. The Company, VS&A, and certain affiliates of VS&A have executed a definitive merger agreement, which is filed as Exhibit 1 to this Amendment No. 2. The merger is subject to a number of conditions, including the approval of the stockholders of the Company, and there can be no assurances that the merger, or any other transaction, will be consummated at the prices contained in the merger agreement or at all. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- On October 6, 1999 the Stockholders Agreement was amended as set forth in Amendment No. 1 to the Stockholders Agreement attached hereto as Exhibit 2. Item 7 Material to be Filed as Exhibits. -------------------------------- Exhibit 1 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-GP, L.L.C., a Delaware limited liability company, and S&A-GP Acquisition, Inc., a Delaware corporation. Incorporated by reference to Exhibit 1 of the Current Report on Form 8-K of the Company (Date of Report: October 6, 1999). Exhibit 2 Amendment No. 1, dated October 6, 1999 to Stockholders Agreement, dated August 31, 1999, among VS&A Communications Partners III, L.P., Jerome I. Feldman, Scot N. Greenberg, John C. McAuliffe, John Moran and Douglas Sharp. 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: * ----------------------------------- Jeffrey T. Stevenson, President and October 7, 1999 Senior Managing Member VS&A EQUITIES III, L.L.C. By: * ----------------------------------- Jeffrey T. Stevenson, President and October 7, 1999 Senior Managing Member * - ------------------------------------------- John J. Veronis October 7, 1999 * - ------------------------------------------- John S. Suhler October 7, 1999 /s/ S. Gerard Benford - ------------------------------------------- S. Gerard Benford October 7, 1999 * - ------------------------------------------- Jeffrey T. Stevenson October 7, 1999 * - ------------------------------------------- Martin I. Visconti October 7, 1999 /s/ S. Gerard Benford *By: -------------------------------------- S. Gerard Benford, Attorney-in-Fact October 7, 1999 Page 4 of 4 Pages EX-2 2 Amendment No. 1 to ------------------ AGREEMENT WITH STOCKHOLDERS of GP STRATEGIES CORPORATION -------------------------------------------------------- October 6, 1999 The agreement entitled "Agreement With Stockholders of GP Strategies Corporation," dated August 31, 1999, among VS&A Communications Partners III, L.P., a Delaware limited partnership ("VS&A"), and Jerome Feldman, Scott Greenberg, John McAuliffe, John Moran, and Douglas Sharp (the "Stockholders Agreement"), is amended as follows: 1. Section 1(d) is amended as follows: (i) The heading of section 1(d) is amended to read as follows: "(d) Cancellation of Certain Options; Exercise of -------------------------------------------- Other Options." ------------- (ii) The following sentence is inserted before the first sentence of section 1(d): "Immediately prior to the consummation of the Merger, all of the options held as of October 1, 1999 by Messrs. Feldman, Greenberg, McAuliffe, Moran and Sharp pursuant to the Employment Agreements dated as of June 1, 1999 between Mr. Feldman and the Company and the respective Employment Agreements dated July 1, 1999 between the Company and Messrs. Greenberg, McAuliffe, Moran and Sharp (i.e., options held by Mr Feldman to purchase 53,623 shares and options held by each of the other Stockholders to purchase 100,000 shares) shall be canceled, and each of the Stockholders shall execute and deliver all such documents as VS&A reasonably may determine to be necessary or advisable to effect the cancellation and to confirm that the Company shall have no further obligation with respect to the Canceled Options. (iii) The second sentence (previously the first sentence) of section 1(d) is amended to read as follows: "Prior to the record date to be set forth in the Merger Agreement for determining the holders of outstanding shares of the Company's Common Stock, each of the Stockholders, provided that he has received the loan described in the next sentence, shall exercise all of 1 the then exercisable options (other than the options to be canceled in accordance with the preceding sentence) he holds for the purchase of any shares of either Common Stock or Class B Capital Stock of the Company; provided however that, Messrs. McAuliffe, Moran and Sharp shall not be required to exercise their options unless prior to the record date the Company has received an Acquisition Proposal from a third party or a third party has expressed its intention orally or in writing to the Company or to any of its officers or directors, or in an SEC filing, or otherwise, to make an Acquisition Proposal." 2. Section 1(f) is amended to read as follows: "(f) Exchange of Shares for Shares of the LLC. Immediately prior to the Merger, each of the Stockholders other than Mr. Feldman shall contribute to the LLC all of the shares of the Company's Common Stock and Class B Capital Stock then held of record or beneficially by him, including the shares acquired upon exercise of options, and Mr. Feldman shall contribute to the LLC a portion determined by him of the shares of the Company's Common Stock and Class B Capital Stock then held of record or beneficially by him, including the shares acquired upon exercise of options, but not less than the number of such shares that represent 60% of the value of all of such shares, and each of the Stockholders shall be entitled to receive in exchange for those shares a membership interest in the LLC in the proportion that the value of the shares contributed by that Stockholder (based on the price paid for shares of that class upon consummation of the Merger) bears to the total equity of the LLC. " 3. Section 5 is amended to read as follows: "5. Term. This agreement shall continue in effect until the earliest of (a) consummation of the Merger pursuant to the Merger Agreement, and (b) August 31, 2000. If, however, at any time after execution and delivery of the Merger Agreement either party terminates the Merger Agreement and the Stockholders have not materially breached any of their obligations under Sections 1 and 3 of this agreement, this agreement shall thereupon terminate. The termination of this agreement pursuant to this provision shall not relieve any party of liability for any prior breach of its or his obligations under this agreement." 2 Except as expressly provided above, the terms of the Stockholders Agreement shall remain in full force and effect. VS&A COMMUNICATIONS PARTNERS III, L.P. /s/ Jerome Feldman By: VS&A Equities III, L.L.C., - ---------------------------- its general partner Jerome Feldman By: /s/ Jeffrey T. Stevenson ------------------------------------ Jeffrey T. Stevenson, President and /s/ John McAuliffe Senior Managing Member - ---------------------------- John McAuliffe /s/ Scott Greenberg /s/ Douglas Sharp - ---------------------------- ------------------------------------ Scott Greenberg Douglas Sharp /s/ John Moran - ---------------------------- John Moran 3 -----END PRIVACY-ENHANCED MESSAGE-----