SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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 of Class of Securities)
Harvey P. Eisen
c/o Bedford Oak Advisors, LLC
100 South Bedford Rd.
Mt. Kisco, NY 10549
(914) 242-5701
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
January 19, 2006
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(Date of Event which Requires
Filing of this Schedule)
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 Rule 240.13d-7 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).
SCHEDULE 13D
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CUSIP No. 36225V104 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bedford Oak Partners, L.P. 06-1504646
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 350,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
352,653
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
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CUSIP No. 36225V104 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bedford Oak Advisors, LLC 13-4007124
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 350,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
352,653
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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14 TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13D
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CUSIP No. 36225V104 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey P. Eisen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
2,653
NUMBER OF SHARES --------- ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 350,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,653
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
352,653
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Schedule 13D amends and restates the statement on
Schedule 13D filed on July 25, 2002 (the "Original 13D") on behalf of (i)
Bedford Oak Partners, L.P., a Delaware limited partnership (the "Partnership");
(ii) Bedford Oak Advisors, LLC, a Delaware limited liability company (the
"Advisor"); and (iii) Mr. Harvey P. Eisen. Mr. Eisen owns and controls the
Advisor, which is the investment manager of the Partnership. The Partnership,
the Advisor and Mr. Eisen are sometimes referred to herein collectively as the
"Reporting Persons". This Amendment No. 1 to Schedule 13D relates to the common
stock, par value $0.01 per share, of GP Strategies Corporation, a Delaware
corporation (the "Company"). Unless the context otherwise requires, references
herein to the "Common Stock" are to such common stock of the Company.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock of the Company, and is being
filed pursuant to Rules 13d-2 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The address of the principal executive offices of
the Company is 777 Westchester Avenue, 4th Floor, White Plains New York 10604.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by the Reporting Persons. This Schedule 13D
reports the direct beneficial ownership of Common Stock held by the Partnership
and Mr. Eisen. The investment manager of the Partnership is the Advisor. The
managing member of the Advisor is Mr. Eisen, who is responsible for all
investment decisions made by the Advisor.
(b) The address of the principal business and principal office of the
Reporting Persons is 100 South Bedford Road, Mt. Kisco, New York 10549.
(c) The principal business of the Partnership is investment in securities.
The principal business of the Advisor and Mr. Eisen is investment management,
including the management of the Partnership. The address of the principal
business and principal office of the Reporting Persons is 100 South Bedford
Road, Mt. Kisco, New York 10549.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, 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) Mr. Eisen is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The total consideration utilized by the Partnership to acquire the
2,431,500 shares of Common Stock (including shares of Common Stock issuable upon
conversion of 300,000 shares of Class B Capital Stock) reported as acquired in
the Original Schedule 13D was $8,410,608 in cash, the source of which was its
investment capital. All of the shares of Class B Capital Stock and a portion of
the shares of Common Stock then held by the Partnership have been sold as more
fully described in Item 5(c).
Mr. Eisen has been issued a total of 2,653 shares of Common Stock from the
Company in consideration of his services as a director of the Company.
Item 4. Purpose of Transaction.
The purpose of the acquisitions of shares of Common Stock by the
Partnership was and continues to be for investment. On July 11, 2002, Mr. Eisen,
was elected a director of the Company. In 2005, Mr. Eisen was appointed the
non-executive Chairman of the Company. The shares of Common Stock held by Mr.
Eisen directly were acquired from the Company as consideration for his services
as a director. Mr. Eisen expects to continue to receive Common Stock from the
Company as compensation for his services as a director. As a director, Mr. Eisen
may be deemed to participate, together with other members of the Board of
Directors and management, in the control of the Company, although the existence
of such control is disclaimed hereby.
None of the Reporting Persons presently has any plans or proposals which
relate to or would result in any of the matters enumerated in clauses (a)
through (j), inclusive, of Schedule 13D. The Company has recently authorized the
repurchase up to $5 million of additional shares of Common Stock from time to
time in the open market, subject to prevailing business and market conditions
and other factors, and recently disclosed (i) its intention to initiate an
independent director search to fill seats vacated by former directors Matthew
Zell and Scott Peppet and (ii) that it expects to seek stockholder approval for
an amendment to the Company's Certificate of Incorporation that will eliminate
the authorized Class B Capital Stock of the Company, all of the outstanding
shares of which were repurchased by the Company from the Partnership and other
holders thereof on January 19, 2006.
In his capacity as a director and non-executive chairman of the Company,
Mr. Eisen will necessarily consider proposals from time to time regarding the
business and affairs of the Company, including matters of the nature referred to
above. If any such matter is presented to the Board of Directors, Mr. Eisen
intends to act thereon in accordance with his judgment at the time.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership directly beneficially owned
350,000 shares of Common Stock, constituting approximately 2.2% of the
outstanding shares (based on 15,680,559 shares of Common Stock
outstanding as of January 19, 2006 as reported by the Company to the
Reporting Persons). In its capacity as investment manager of the
Partnership, such shares may be deemed to be indirectly beneficially
owned by the Advisor and, in his capacity as managing member of the
Advisor, by Mr. Eisen. Mr. Eisen directly owns an additional 2,653
shares of Common Stock, and thereby may be deemed to beneficially own
an aggregate of 352,653 shares of Common Stock, or approximately 2.2%
of the outstanding shares.
(b) The Partnership, the Advisor, in its capacity as investment manager of
the Partnership, and Mr. Eisen as managing member of the Advisor,
share the power to direct the vote and the disposition of the 350,000
shares of Common Stock owned by the Partnership. Mr. Eisen has the
sole power to direct the vote and the disposition of the 2,653 shares
of Common Stock held directly by him.
(c) On December 31, 2005, Mr. Eisen was issued 154 shares of Common Stock
by the Company as compensation for his services as a director. On
January 19, 2006, the Partnership sold to the Company in a private
transaction (i) 1,031,500 shares of Common Stock for a price of $6.80
per share and (ii) 300,000 shares of Class B Capital Stock of the
Company for a price of $8.30 per share. The aggregate purchase price
received by the Partnership was $9,504,200. Also on January 19, 2006,
the Partnership sold 750,000 shares of Common Stock at a price of
$6.80 per share, or $5,100,000 in the aggregate, to funds affiliated
with Pequot Capital Management, Inc. (the "Pequot Funds").
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of shares of Common Stock owned by the Partnership. No
person other than Mr. Eisen has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
shares of Common Stock owned by him.
(e) On January 19, 2006, the Reporting Persons ceased to be the beneficial
owners of more than five percent (5%) of the shares of Common Stock
outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In connection with the repurchase of shares of Common Stock and Class B
Capital Stock by the Company from the Partnership on January 19, 2006 as
described in Item 5(c), the Company and the Partnership entered into a customary
purchase agreement. In connection with the sale of shares of Common by the
Partnership to the Pequot Funds on January 19, 2006 as described in Item 5(c),
the Partnership and the Pequot Funds entered into a customary purchase
agreement.
Except as described above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
By virtue of the relationships among the Reporting Persons, as described in
Item 2, the Reporting Persons and the Funds may be deemed to be a "group" under
the Federal securities laws. Except as otherwise set forth in this Schedule 13D,
each Reporting Person expressly disclaims beneficial ownership of any of the
shares of Common Stock beneficially owned by any other Reporting Person and the
filing of this Statement shall not be construed as an admission, for the
purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act
or the rules promulgated thereunder or for any other purpose, that any Reporting
Person is a beneficial owner of any such shares.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 25, 2006
BEDFORD OAK PARTNERS, L.P.
By: Bedford Oak Management, LLC
By: /s/ Harvey P. Eisen
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Name: Harvey P. Eisen
Title: Managing Member
BEDFORD OAK ADVISORS, LLC
By: /s/ Harvey P. Eisen
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Name: Harvey P. Eisen
Title: Managing Member
/s/ Harvey P. Eisen
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Harvey P. Eisen
[SIGNATURE PAGE TO SCHEDULE 13D
WITH RESPECT TO
GP STRATEGIES CORPORATION]