UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1 to
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GP STRATEGIES CORPORATION
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
36225V104
(CUSIP Number of Class of Securities)
Kenneth L. Crawford
Senior Vice President & General Counsel
GP Strategies Corporation
70 Corporate Center
11000 Broken Land Parkway, Suite 200
Columbia, Maryland 21044
(443) 367-9600
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Kelly Tubman Hardy, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
CALCULATION OF FILING FEE
| Transaction Valuation*: | Amount of Filing Fee**: | |
| $80,000,000 | $10,304 |
| * | Calculated solely for purposes of determining the filing fee. This amount is based upon the offer to purchase up to $80,000,000 in value of shares of common stock of GP Strategies Corporation at a price not greater than $29.00 and not less $26.00 per share in cash. |
| ** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $128.80 for each $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $10,304 | Filing Party: GP Strategies Corporation | |
| Form or Registration No.: Schedule TO-I | Date Filed: September 2, 2014 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate
any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, place an X in the box to
designate the appropriate rule provision relied upon in conducting this transaction:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed on September 2, 2014 (the “Schedule TO”) by GP Strategies Corporation, a Delaware corporation (“GP Strategies” or the “Company”). The Schedule TO, as amended by this Amendment No. 1, relates to the offer by GP Strategies to purchase, up to $80 million in value of shares of its common stock, par value $0.01 per share (the “Shares”), at a price not greater than $29.00 and not less than $26.00 per Share in cash, on the terms and subject to the conditions set forth in the Offer to Purchase dated September 2, 2014 (the “Offer to Purchase”), previously filed as Exhibit (a)(1)(i) to the Schedule TO, and in the related Letter of Transmittal, previously filed as Exhibit (a)(1)(ii) to the Schedule TO (which, as amended or supplemented from time to time, together constitute the “Offer”).
Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by filing as Exhibit (a)(5)(v) a notice to participants in the GP Retirement Savings Plan.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 8, 2014
| GP STRATEGIES CORPORATION | ||
| By: |
/s/ Sharon Esposito-Mayer | |
| Name: | Sharon Esposito-Mayer | |
| Title: | Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| (a)(1)(i)* | Offer to Purchase, dated September 2, 2014 |
| (a)(1)(ii)* | Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) |
| (a)(1)(iii)* | Notice of Guaranteed Delivery |
| (a)(1)(iv)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. |
| (a)(1)(v)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees |
| (a)(5)(i)* | Press Release announcing the commencement of the Offer, dated September 2, 2014 |
| (a)(5)(ii)* | Advertisement announcing the commencement of the Offer |
| (a)(5)(iii)* | Letter to Participants in the GP Retirement Savings Plan |
| (a)(5)(iv)* | Employee communication issued on September 2, 2014 |
| (a)(5)(v) | Notice to Participants in the GP Retirement Savings Plan |
| (b)(i) | Fourth Amended and Restated Financing and Security Agreement, dated September 2, 2014, by and between GP Strategies Corporation as Borrower and Wells Fargo Bank, National Association, as Lender. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on September 2, 2014. |
| (d)(1)(i) | GP Strategies Corporation 2011 Stock Incentive Plan. Incorporated herein by reference to Appendix B of GP Strategies Corporation’s Definitive Proxy Statement filed on November 1, 2011. |
| (d)(1)(ii) | 1973 Non-Qualified Stock Option Plan of GP Strategies Corporation, as amended on December 28, 2006. Incorporated by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 10-K for the year ended December 31, 2006. |
| (d)(1)(iii) | GP Strategies Corporation 2003 Incentive Stock Plan. Incorporated herein by reference to Exhibit 4 of GP Strategies Corporation’s Form 10-Q for the quarter ended September 30, 2003. |
| (d)(1)(iv) | Employment Agreement, dated as of July 1, 1999, between GP Strategies Corporation’s and Scott N. Greenberg. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 10-Q for the quarter ended September 30, 1999. |
| (d)(1)(v) | Amendment, dated January 21, 2005, to Employment Agreement dated as of July 1, 1999 between GP Strategies Corporation and Scott N. Greenberg. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on January 25, 2005. |
| (d)(1)(vi) | Amendment, dated June 20, 2007, to Employment Agreement dated as of July 1, 1999 between GP Strategies Corporation and Scott N. Greenberg. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on June 26, 2007. |
| (d)(1)(vii) | Amendment, dated December 30, 2008, to Employment Agreement by and between GP Strategies Corporation and Scott N. Greenberg dated July 1, 1999. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on January 6, 2009. |
| (d)(1)(viii) | Amendment, dated December 30, 2009, to Employment Agreement by and between GP Strategies Corporation and Scott N. Greenberg dated July 1, 1999. Incorporated herein by reference to Exhibit 10.3 to GP Strategies Corporation’s Form 8-K filed December 31, 2009. |
| (d)(1)(ix) | Amendment, dated December 30, 2011, to Employment Agreement dated as of July 1, 1999 between General Physics Corporation and Scott N. Greenberg. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on January 3, 2012. |
| (d)(1)(x) | Employment Agreement, dated as of July 1, 1999, between General Physics Corporation and Douglas E. Sharp. Incorporated herein by reference to Exhibit 10.11 of GP Strategies Corporation’s Form 10-K for the year ended December 31, 2003. |
| (d)(1)(xi) | Amendment, dated January 21, 2005, to Employment Agreement dated as of July 1, 1999 between General Physics Corporation and Douglas E. Sharp. Incorporated herein by reference to Exhibit 10.2 of GP Strategies Corporation’s Form 8-K filed on January 25, 2005. |
| (d)(1)(xii) | Amendment, dated June 20, 2007, to Employment Agreement dated as of July 1, 1999 between General Physics Corporation and Douglas E. Sharp. Incorporated herein by reference to Exhibit 10.2 of GP Strategies Corporation’s Form 8-K filed on June 26, 2007. |
|
Exhibit No. |
Description |
| (d)(1)(xiii) | Amendment, dated December 30, 2008, to Employment Agreement by and between General Physics Corporation and Douglas Sharp dated July 1, 1999. Incorporated herein by reference to Exhibit 10.2 of GP Strategies Corporation’s Form 8-K filed on January 6, 2009. |
| (d)(1)(xiv) | Amendment, dated December 30, 2009, to Employment Agreement by and between General Physics Corporation and Douglas Sharp dated July 1, 1999. Incorporated herein by reference to Exhibit 10.4 to GP Strategies Corporation’s Form 8-K filed December 31, 2009. |
| (d)(1)(xv) | Amendment, dated December 30, 2011, to Employment Agreement dated as of July 1, 1999 between General Physics Corporation and Douglas E. Sharp. Incorporated herein by reference to Exhibit 10.2 of GP Strategies Corporation’s Form 8-K filed on January 3, 2012. |
| (d)(1)(xvi) | Form of Employment Agreement between General Physics Corporation and certain of its executive vice presidents. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K filed on October 4, 2007. |
| (d)(1)(xvii) | Form of Employment Agreement between General Physics Corporation and certain of its senior vice presidents. Incorporated herein by reference to Exhibit 10.4 of GP Strategies Corporation’s Form 10-Q for the quarter ended September 30, 2007. |
| (d)(1)(xviii) | Amendment, dated December 30, 2011, to Form of Employment Agreement between General Physics Corporation and certain of its executive officers. Incorporated herein by reference to Exhibit 10.3 of GP Strategies Corporation’s Form 8-K filed on January 3, 2012. |
| (d)(1)(xix) | Form of Non-Qualified Stock Option Agreement between GP Strategies Corporation and certain officers, dated January 21, 2010. Incorporated herein by reference to Exhibit 10.23 to GP Strategies Corporation’s Form 10-K for the year ended December 31, 2009. |
| (d)(1)(xxii) | Form of Indemnification Agreement. Incorporated herein by reference to Exhibit 10.1 of GP Strategies Corporation’s Form 8-K dated December 23, 2005. |
| (g) | Not applicable |
| (h) | Not applicable |
* Previously filed.
Exhibit (a)(5)(v)
IMMEDIATE ATTENTION REQUIRED
SEPTEMBER 8, 2014
Re: UPDATED BLACKOUT NOTICE - GP Strategies Corporation Tender Offer
Dear Participant in the GP Retirement Savings Plan:
You recently received a letter dated September 2, 2014 regarding an offer by GP Strategies Corporation (the “Company”) to purchase shares of the Company’s common stock. The following provides updated information regarding the Blackout Period that will apply to the Stock Fund attributable to your account.
This updated blackout notice is being sent because of certain typographical errors concerning the duration of the Blackout Period and to clarify who will be affected by the Blackout Period. The correct beginning date of the Blackout Period is September 25, 2014 (and not September 23, 2014) and the ending date of the Blackout Period is the week of October 5, 2014 (and not on or about 4:00 p.m., Eastern Time, on September 29, 2014). All participants (not just those who choose to tender shares) will be subject to the Blackout Period.
No other changes have been made to the Offer or letter you received.
Please see below for revised information regarding the Blackout Period.
IMPORTANT NOTICE CONCERNING YOUR RIGHTS AND EFFECT ON YOUR ACCOUNT
Regardless of whether you choose to tender, there will be a freeze period, often called a “Blackout Period.” During this Blackout Period certain transactions involving the Stock Fund attributable to your account (whether or not you choose to participate in the Offer), including all exchanges in and out, loans, withdrawals and distributions, will be prohibited and you will be unable to direct or diversify investments in the Stock Fund attributable to your account. The Blackout Period will begin at 4:00 p.m., Eastern Time, on September 25, 2014. The Blackout Period is expected to end the week of October 5, 2014.
Certain transactions involving the Stock Fund attributable to your account, including all exchanges in and out, loans, withdrawals and distributions, will be prohibited until all processing related to the Offer has been completed, unless the Offer is terminated or the completion date is extended. We currently anticipate that this Blackout Period on transactions will last until approximately the week of October 5, 2014. This freeze on transactions will apply to ALL Shares attributable to your Plan account, even if you elect to tender no or less than 100% of the Shares attributable to your Plan account. Additionally, if you direct Putnam to tender some or all of your Shares, any outstanding orders to sell Shares will be canceled. Please note that cancelled sell orders will not automatically be reinstated; participants who wish to establish a new sell order after the Offer or after an extension of the Offer must initiate such action themselves. In the
event that the Offer is extended, the freeze on transactions involving the Stock Fund will, if feasible, be temporarily lifted until three days prior to the new completion date of the Offer, as extended, at which time a new freeze on these transactions involving the Stock Fund will commence. You can call Putnam at (888) 411-4015 to obtain updated information on expiration dates, deadlines and Stock Fund freezes (i.e., Blackout Period).
Because during the Blackout Period you will be unable to conduct certain transactions, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the Stock Fund, as individual securities—including the Shares—tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to direct the sale of such stocks from your account during the Blackout Period.
Federal law generally requires that you be furnished notice of a Blackout Period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any Blackout Period in order to provide you with sufficient time to consider the effect of the Blackout Period on your retirement and financial plans. There is an exception to this 30-day rule where such advance notice is not possible due to events beyond the reasonable control of the Plan administrator. In this case, the Offer was publicly announced on September 2, 2014 and is scheduled to end on September 29, 2014 (except for participants in the Plan who are subject to an Offer end date of September 23, 2014). In order to process tender directions, it is required that the Blackout Period must begin on September 25, 2014. As the administratively required Blackout Period for the Plan will begin less than 30 days after the date of this notice, it was not possible to furnish 30 days’ advance notice.
You can determine whether the Blackout Period has started or ended by calling Putnam at 1-888-411-4015.