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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GP STRATEGIES CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
36225V104
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(CUSIP Number)
Marc D. Hauser
Equity Group Investments, L.L.C.
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
312-466-3556
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2004
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of 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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
CUSIP No. 36225V104 13D/A Page 2 of 9 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
EGI-Fund (02-04) Investors, L.L.C. FEIN: 40-0002819
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 4,090,000 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
4,090,000 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,390,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
8.2% (2)
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14. Type of Reporting Person (See Instructions)
OO
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(1) Includes 1,090,000 shares of Common Stock and 300,000 shares of Class B
Capital Stock, which has 10 votes per share and votes along with the Common
Stock.
(2) Calculated based upon 16,569,919 shares of Common Stock and 1,200,000 shares
of Class B Capital Stock outstanding as of November 5, 2004, each as set forth
in the Issuer's Form 10-Q for the period ended September 30, 2004, and assuming
the conversion by EGI-Fund (02-04) Investors, L.L.C. of 300,000 shares of Class
B Capital Stock into 300,000 shares of Common Stock of the Issuer. Prior to
conversion of the Class B Capital Stock, the 1,090,000 shares of Common Stock
and 300,000 shares of Class B Capital Stock represent 14.3% of the voting power
of Issuer (including the 1,200,000 shares of Class B Capital Stock outstanding).
CUSIP No. 36225V104 13D/A Page 3 of 9 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
EGI-Managing Member (02-04), L.L.C. FEIN: 40-0002816
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 4,090,000 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
4,090,000 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,390,000
--------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.2% (2)
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14. Type of Reporting Person (See Instructions)
OO
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(1) Includes 1,090,000 shares of Common Stock and 300,000 shares of Class B
Capital Stock, which has 10 votes per share and votes along with the Common
Stock.
(2) Calculated based upon 16,569,919 shares of Common Stock and 1,200,000 shares
of Class B Capital Stock outstanding as of November 5, 2004, each as set forth
in the Issuer's Form 10-Q for the period ended September 30, 2004, and assuming
the conversion by EGI-Fund (02-04) Investors, L.L.C. of 300,000 shares of Class
B Capital Stock into 300,000 shares of Common Stock of the Issuer. Prior to
conversion of the Class B Capital Stock, the 1,090,000 shares of Common Stock
and 300,000 shares of Class B Capital Stock represent 14.3% of the voting power
of Issuer (including the 1,200,000 shares of Class B Capital Stock outstanding).
CUSIP No. 36225V104 13D/A Page 4 of 9 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SZ Investments, L.L.C. FEIN: 36-4150443
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 4,090,000 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
4,090,000 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,390,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.2% (2)
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14. Type of Reporting Person (See Instructions)
00
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(1) Includes 1,090,000 shares of Common Stock and 300,000 shares of Class B
Capital Stock, which has 10 votes per share and votes along with the Common
Stock.
(2) Calculated based upon 16,569,919 shares of Common Stock and 1,200,000 shares
of Class B Capital Stock outstanding as of November 5, 2004, each as set forth
in the Issuer's Form 10-Q for the period ended September 30, 2004, and assuming
the conversion by EGI-Fund (02-04) Investors, L.L.C. of 300,000 shares of Class
B Capital Stock into 300,000 shares of Common Stock of the Issuer. Prior to
conversion of the Class B Capital Stock, the 1,090,000 shares of Common Stock
and 300,000 shares of Class B Capital Stock represent 14.3% of the voting power
of Issuer (including the 1,200,000 shares of Class B Capital Stock outstanding).
CUSIP No. 36225V104 13D/A Page 5 of 9 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chai Trust Company, L.L.C. FEIN: 36-6934216
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Illinois
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 4,090,000 (1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
4,090,000 (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,390,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.2% (2)
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14. Type of Reporting Person (See Instructions)
00
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(1) Includes 1,090,000 shares of Common Stock and 300,000 shares of Class B
Capital Stock, which has 10 votes per share and votes along with the Common
Stock.
(2) Calculated based upon 16,569,919 shares of Common Stock and 1,200,000 shares
of Class B Capital Stock outstanding as of November 5, 2004, each as set forth
in the Issuer's Form 10-Q for the period ended September 30, 2004, and assuming
the conversion by EGI-Fund (02-04) Investors, L.L.C. of 300,000 shares of Class
B Capital Stock into 300,000 shares of Common Stock of the Issuer. Prior to
conversion of the Class B Capital Stock, the 1,090,000 shares of Common Stock
and 300,000 shares of Class B Capital Stock represent 14.3% of the voting power
of Issuer (including the 1,200,000 shares of Class B Capital Stock outstanding).
CUSIP No. 36225V104 13D/A Page 6 of 9 Pages
This Amendment No. 1 to Schedule 13D relates to the common stock, par value $.01
per share ("Common Stock"), of GP Strategies Corporation, a Delaware corporation
(the "Issuer"). The Issuer's principal executive office is located at 9 West
57th Street New York, New York 10019. Items 2, 3, 4, 5, 6 and 7 of the Schedule
13D are hereby amended to read in their entirety as follows:
ITEM 2. Identity and Background
(a)-(c) EGI-Fund (02-04) Investors, L.L.C. ("Purchaser") is a Delaware limited
liability company. EGI-Managing Member (02-04), L.L.C. is a Delaware limited
liability company and the managing member of Purchaser ("Managing Member"). SZ
Investments, L.L.C. ("SZ Investments") is a Delaware limited liability company
and the managing member of Managing Member.
The executive officers of Purchaser, Managing Member and SZ Investments are as
follows:
- Samuel Zell - President; Chairman of the Board of Directors of Equity Group
Investments, L.L.C. ("EGI")
- Donald J. Liebentritt - Vice President; President of EGI
- William C. Pate - Vice President; Managing Director of EGI
- Philip Tinkler - Treasurer; Vice President and Treasurer of EGI
SZ Investments is indirectly owned by various trusts established for the benefit
of Samuel Zell and his family. The trustee of each of those trusts is Chai Trust
Company, L.L.C., an Illinois limited liability company ("Chai Trust"; together
with Purchaser, Managing Member and SZI, the "Reporting Persons").
The officers and members of the Board of Directors of Chai and their principal
occupations are as follows:
- Bert Cohen is a Director of Chai Trust. Mr. Cohen is also a semi-retired
investor, whose residence is 5000-4A Estate Enighed, #65, St. John, VI 00830.
- Kellie Zell Harper is a Director of Chai Trust and also works as a homemaker.
- Donald J. Liebentritt is the President and a Director of Chai Trust. Mr.
Liebentritt is also the President of EGI.
- Leah Zell Wanger is a Director of Chai Trust. Ms. Wagner is a private investor
whose business address is 227 West Monroe Street, Chicago, Illinois 60603.
- JoAnn Zell Gillis is a Director of Chai Trust. Mrs. Zell Gillis is a
physician.
- Matthew Zell is a Director of Chai Trust and an employee of EGI.
- Robert M. Levin is a Director and the Senior Trust Officer of Chai Trust. Mr.
Levin is also a partner in the law firm Levin & Schreder Ltd., whose business
address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
- James Bunegar is Vice President, Chief Financial Officer, Assistant Trust
Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President,
Taxes of EGI.
The business address of each Reporting Person, Samuel Zell, Donald Liebentritt,
William Pate, Philip Tinkler, Kellie Zell Harper, JoAnn Zell Gillis, Matthew
Zell and James Bunegar is Two North Riverside Plaza, Chicago, Illinois 60606.
(d) and (e) None of the Reporting Persons, nor any of their respective executive
officers or directors, if any, has, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was, or is, subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the Reporting Persons and their respective executive officers and
directors, if any, are United States citizens.
CUSIP No. 36225V104 13D/A Page 7 of 9 Pages
ITEM 3. Source and Amount of Funds or Other Consideration
On May 3, 2002, Purchaser acquired a total of 1,000,000 shares of Issuer's
Common Stock at a purchase price of $3.50 per share and 300,000 shares of
Issuer's Class B Capital Stock, par value $0.01 per share (the "Class B Capital
Stock") at a price of $4.20 per share for a total purchase price of $4,760,000.
On July 31, 2002, Purchaser sold to Perry Lewis, an individual, 50,000 shares of
the Issuer's Common Stock pursuant to the terms of that certain Stock Purchase
and Sale Agreement, at a sale price of $3.50 per share for a total sale price of
$175,000, together with fees and expenses. In addition to the shares of the
Issuer's Common Stock sold to Perry Lewis pursuant to the terms of the Sale
Agreement, the Purchaser assigned to Mr. Lewis certain indemnification, put and
registration rights with respect to such shares of Common Stock under the Stock
Purchase Agreement (described below).
On September 17, 2002, Purchaser acquired in an open market purchase a total of
40,000 shares of Issuer's Common Stock at a purchase price of $3.94 per share
for a total purchase price of $157,600.
Between April 21, 2003 and June 12, 2003, Purchaser acquired in open market
purchases a total of 100,000 shares of Issuer's Common Stock at a purchase price
between $5.00 and $5.959 per share, with an average purchase price of $5.3038
per share, for a total purchase price of $530,379.
All of Purchaser's acquisitions of Issuer's Common Stock were made with the
working capital of Purchaser.
ITEM 4. Purpose of the Transaction
Purchaser acquired its initial interests in Issuer for investment purposes
pursuant to a Stock Purchase Agreement, dated as of May 3, 2002 ("Stock Purchase
Agreement"), a copy of which is attached to Schedule 13D as Exhibit 1 thereto
and is incorporated herein by reference thereto. Pursuant to the Stock Purchase
Agreement, Purchaser was entitled to, and did, designate Mark Radzik as
Purchaser's representative to the Issuer's Board of Directors to be nominated at
the Issuer's next annual meeting of shareholders.
Purchaser acquired additional interests in Issuer through open market purchases
for investment purposes.
On November 14, 2004, Equity Group Investments, L.L.C. ("EGI"), an affiliate of
the Purchaser, confirmed that the letter agreement dated May 3, 2002 between the
Issuer and EGI for the provision of certain advisory services was terminated
effective the date thereof.
Purchaser intends to review continuously its position in Issuer. Purchaser
reserves the right to sell or otherwise dispose of some or all of the securities
of Issuer beneficially owned by it in the open market, in privately negotiated
transactions, through derivative transactions or otherwise, or to acquire
additional securities of Issuer, in the open market, in privately negotiated
transactions or otherwise, in each case, depending upon market conditions and
other factors.
ITEM 5. Interest in Securities of the Issuer
(a) and (b) To the best knowledge of the Reporting Persons, there were
16,569,919 shares of Common Stock and 1,200,000 shares of Class B Capital Stock
issued and outstanding as of November 5, 2004, based on the Issuer's Form 10-Q
for the period ended September 30, 2004. The Reporting Persons share dispositive
and voting power of 1,090,000 shares of Issuer's Common Stock and 300,000 shares
of Issuer's Class B Capital Stock, representing (i) 6.6% and 25.0% of the
Issuer's issued and outstanding Common Stock and Class B Capital Stock,
respectively, (ii) 14.3%, in the aggregate, of the combined voting power of
Issuer, with the shares of Issuer's Class B Capital Stock voting along with
Issuer's Common Stock and having ten votes per share, and (iii) 8.2% of the
Common Stock of Issuer (assuming the conversion by the Reporting Persons of
300,000 shares of Class B Capital Stock into 300,000 shares of Common Stock of
Issuer).
(c) Except as set forth above in Items 3 and 4, during the last 60 days no other
transactions in Issuer's Common Stock or Class B Capital Stock were effected by
any Reporting Person.
CUSIP No. 36225V104 13D/A Page 8 of 9 Pages
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Purchaser acquired its initial interests in Issuer for investment purposes
pursuant to the Stock Purchase Agreement, pursuant to which Purchaser (a) was
entitled to, and did, designate Mark Radzik as Purchaser's representative to the
Issuer's Board of Directors to be nominated at Issuer's next annual meeting of
Shareholders and (b) agreed that for a period of 18 months after the closing
under the Stock Purchase Agreement neither Purchaser nor its affiliates would
(i) participate in any way in (1) any acquisition of Issuer's assets, (2) any
tender or exchange offer, merger or other business combination involving Issuer,
(3) any recapitalization, restructuring or reorganization of Issuer not approved
by Issuer's Board of Directors or (4) any solicitation of a proxy to vote any
voting securities of Issuer; (ii) form or join a group (other than through its
representatives on the Board of Directors), (iii) otherwise act to seek to
control or influence the management of Issuer, (iv) take any action that might
obligate Issuer to make a public announcement regarding any of the matters set
forth in (i) above, or (v) agree to do any of the foregoing.
Issuer filed with the SEC a registration statement on August 1, 2002 effecting a
shelf registration of the shares of Issuer's Common Stock issued to Purchaser
under the Stock Purchase Agreement (including those shares of Issuer's Common
Stock issuable upon conversion of the Class B Capital Stock issued to
Purchaser).
Purchaser has agreed that if it transfers any of the Class B Capital Stock
issued to it under the Stock Purchase Agreement to anyone other than a Permitted
Class B Transferee (as defined in the Stock Purchase Agreement), Purchaser shall
be deemed to have exercised the right under the certificate of incorporation of
Issuer to convert all shares of Class B Capital Stock then owned by Purchaser
and its Permitted Class B Transferees into shares of Issuer's Common Stock.
Issuer has agreed that so long as Purchaser, Purchaser's Permitted Common
Transferees (as defined in the Stock Purchase Agreement) or Purchaser's
Permitted Class B Transferees own any shares of Issuer's Common Stock or Class B
Capital Stock, Issuer will not issue any shares of its Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Series A
Preferred"), other than pursuant to the terms of Issuer's Shareholder's Rights
Plan, without concurrently offering to Purchaser its pro rata share of such
stock based on the voting percentage of Purchaser and its Permitted Common
Transferees and Permitted Class B Transferees as of immediately prior to the
issuance of the Series A Preferred.
On November 14, 2004, Equity Group Investments, L.L.C. ("EGI"), an affiliate of
the Purchaser, confirmed that the letter agreement dated May 3, 2002 between the
Issuer and EGI for the provision of certain advisory services was terminated
effective the date thereof.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Stock Purchase Agreement dated as of May 3, 2002 between GP
Strategies Corporation and EGI-Fund (02-04) Investors, L.L.C.*
* Previously filed
CUSIP No. 36225V104 13D/A Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: November 30, 2004
SZ INVESTMENTS, L.L.C.
By: /s/ DONALD J. LIEBENTRITT
-------------------------------------
Name: Donald J. Liebentritt
Title: Vice President
EGI-FUND (02-04) INVESTORS, L.L.C.
By: /s/ DONALD J. LIEBENTRITT
-------------------------------------
Name: Donald J. Liebentritt
Title: Vice President
EGI-MANAGING MEMBER (02-04), L.L.C.
By: /s/ DONALD J. LIEBENTRITT
-------------------------------------
Name: Donald J. Liebentritt
Title: Vice President
CHAI TRUST COMPANY, L.L.C.
By: /s/ DONALD J. LIEBENTRITT
-------------------------------------
Name: Donald J. Liebentritt
Title: President
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)