SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)*
GP STRATEGIES CORPORATION
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
36225V104
(CUSIP Number)
November 26, 2004
(Date of event which requires filing this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1 (b)
[X] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
* 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 the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to the "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).
SCHEDULE 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Caxton International Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) n/a
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,051,273
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,051,273
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,273
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Caxton Equity Growth LLC 22-3682580
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) n/a
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
23,450
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
23,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,450
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12
TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Caxton Equity Growth (BVI) Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) n/a
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
87,627
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
87,627
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,627
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Caxton Associates, L.L.C. 22-3430173
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) n/a
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,162,350
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,162,350
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,162,350
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12
TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Bruce S. Kovner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) n/a
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,162,350
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,162,350
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,162,350
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Anthony Scolaro
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
9,000
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
9,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Ross Taylor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) n/a
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
4,000
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
4,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
GP Strategies Corporation
This statement on Schedule 13G is being filed to
reflect that the reporting person(s) is no longer
required to report its holdings in the issuer on
a Schedule 13D. Accordingly, this statement is not
being filed to reflect a change in ownership of
issuer securities.
Item 1 (b). Address of Issuer's Principal Executive Offices:
9 West 57th Street
New York, NY 10019.
Item 2 (a). Name of Person Filing:
(i) Caxton International Limited ("Caxton International")
(ii) Caxton Equity Growth LLC ("Caxton Equity Growth")
(iii) Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)")
(iv) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton
Associates is the trading advisor to Caxton International
and Caxton Equity Growth (BVI), and the manager of Caxton
Equity Growth (together with Caxton International, Caxton
Equity Growth and Caxton Equity Growth (BVI) the "Caxton
Accounts") and as such, has voting and dispositive power with
respect to the investments of the Caxton Accounts.
(v) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman of Caxton
Associates and the sole shareholder of Caxton Corporation,
the manager and majority owner of Caxton Associates. As a
result of the foregoing, Mr. Kovner may be deemed
beneficially to own the securities of the Issuer owned
by the Caxton Accounts.
(vi) Mr. Anthony Scolaro.
(vii) Mr. Ross Taylor.
Item 2 (b). Address of Principal Business Office or, if None,
Residence:
(i) The address of Caxton International is c/o Prime Management
Limited, Mechanics Building, 12 Church Street, Hamilton HM11,
Bermuda.
(ii) The address of Caxton Equity Growth is c/o Caxton Associates,
Princeton Plaza, Building 2, 731 Alexander Road, Princeton,
NJ 08540.
(iii) The address of Caxton Equity Growth (BVI) is c/o Prime
Management Limited, Mechanics Building, 12 Church Street,
Hamilton HM11, Bermuda.
(iv) The address of Caxton Associates is Princeton Plaza, Building 2,
731 Alexander Road, Princeton, NJ 08540.
(v) The business address of Mr. Kovner is 500 Park Avenue,
New York, NY 10022.
(vi) The business address of Mr. Scolaro is 500 Park Avenue,
New York, NY 10022.
(vii) The business address of Mr. Taylor is 500 Park Avenue,
New York, NY 10022.
Item 2 (c). Citizenship:
(i) Caxton International is a British Virgin Islands Corporation.
(ii) Caxton Equity Growth is a Delaware limited liability company.
(iii) Caxton Equity Growth (BVI) is a British Virgin Islands
Corporation.
(iv) Caxton Associates is a Delaware limited liability company.
(v) Mr. Kovner is a United States citizen.
(vi) Mr. Scolaro is a United States citizen.
(vi) Mr. Taylor is a United States citizen.
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP No: 36225V104
Item 3. If this statement is filed pursuant to Sec.
240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a) Amount beneficially owned:
(i) The amount of shares of Common Stock beneficially owned by
Caxton International is 1,051,273.
(ii) The amount of shares of Common Stock beneficially owned by
Caxton Equity Growth is 23,450.
(iii) The amount of shares of Common Stock beneficially owned by
Caxton Equity Growth (BVI) is 87,627.
(iv) The amount of shares of Common Stock considered to be
beneficially owned by Caxton Associates by reason of its
voting and dispositive powers is 1,162,350.
(v) Mr. Kovner, by reason of being Chairman of Caxton Associates
and the sole shareholder of Caxton Corporation, the manager
and majority owner of Caxton Associates, may also be deemed to
beneficially own such shares.
(vi) The amount of shares of Common Stock beneficially owned by
Mr. Scolaro is 9,000.
(vii) The amount of shares of Common Stock beneficially owned by
Mr. Taylor is 4,000.
(b) Percent of Class:
(i) Caxton International beneficially owns 6.3% of the Class
of Common Stock.
(ii) Caxton Equity Growth beneficially 0.1% owns of the
Class of Common Stock.
(iii) Caxton Equity Growth (BVI) beneficially owns 0.5% of the
Class of Common Stock.
(iv) Caxton Associates is deemed to beneficially own 7.0%
of the class of Common Stock.
(v) Mr. Kovner is deemed to beneficially own 7.0% of the Class
of Common Stock.
(vi) Mr. Scolaro beneficially owns 0.1% of the Class of Common
Stock.
(vi) Mr. Taylor beneficially owns 0.02% of the Class of Common
Stock.
(c)
Number of shares as to which Caxton International has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,051,273
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,051,273
Number of shares as to which Caxton Equity Growth has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 23,450
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 23,450
Number of shares as to which Caxton Equity Growth (BVI) has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 87,627
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 87,627
Number of shares as to which Caxton Associates has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,162,350
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,162,350
Number of shares as to which Mr. Kovner has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,162,350
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,162,350
Number of shares as to which Mr. Scolaro has:
(i) Sole power to vote or to direct the vote: 9,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 9,000
(iv) Shared power to dispose or to direct the disposition
of: 0
Number of shares as to which Mr. Taylor has:
(i) Sole power to vote or to direct the vote: 4,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,000
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent of Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Reported on the Parent
Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below, each of the reporting persons hereby
certifies that, to the best of its knowledge and belief, the
securities referred to above were not acquired and are not being
held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete,
and correct.
December 2, 2004
CAXTON INTERNATIONAL LIMITED
By:/s/Joseph Kelly
Name: Joseph Kelly
Title: Vice President and Treasurer
By:/s/Maxwell Quin
Name: Maxwell Quin
Title: Vice President and Secretary
CAXTON EQUITY GROWTH (BVI) Ltd.
By:/s/Joseph Kelly
Name: Joseph Kelly
Title: Vice President
By:/s/Maxwell Quin
Name: Maxwell Quin
Title: Secretary
CAXTON EQUITY GROWTH LLC
By:/s/Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary, Caxton Associates, L.L.C., Manager
CAXTON ASSOCIATES, L.L.C.
By:/s/Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary
/s/Bruce S. Kovner
Bruce S. Kovner, by Scott B. Bernstein as
Attorney-in-Fact
/s/Anthony Scolaro
Anthony Scolaro
/s/Ross Taylor
Ross Taylor
Certification
The undersigned hereby certifies that the shares of GP
Strategies Corporation purchased on behalf of Caxton International
Limited, Caxton Equity Growth (BVI) Ltd. and Caxton Equity
Growth LLC, and the shares owned by Mr. Scolaro and Mr. Taylor
were not acquired and are not being held for the purpose of
or with the effect of changing or influencing the control
of the issuer of such securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
/s/Ross Taylor
Ross Taylor
/s/Anthony Scolaro
Anthony Scolaro
Date: December 2, 2004
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(l)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of
the information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
Dated: December 2, 2004
CAXTON INTERNATIONAL LIMITED
By:/s/Joseph Kelly
Name: Joseph Kelly
Title: Vice President & Treasurer
By:/s/Maxwell Quin
Name: Maxwell Quin
Title: Vice President & Secretary
CAXTON EQUITY GROWTH (BVI) Ltd.
By:/s/Joseph Kelly
Name: Joseph Kelly
Title: Vice President
By:/s/Maxwell Quin
Name: Maxwell Quin
Title: Secretary
CAXTON EQUITY GROWTH LLC
By:/s/Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary, Caxton
Associates, L.L.C., Manager
CAXTON ASSOCIATES, L.L.C.
By:/s/Scott B Bernstein
Name: Scott B. Bernstein
Title: Secretary
/s/Bruce S. Kovner
Bruce S. Kovner, by Scott B.
Bernstein as Attorney-in-Fact
/s/Anthony Scolaro
Anthony Scolaro
/s/Ross Taylor
Ross Taylor