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
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(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