SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GP STRATEGIES CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36225V104
(CUSIP Number)
12/31/2005
(Date of Event which Requires Filing of 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 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).
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton International Limited
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
(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:
1,540,850
(7) Sole dispositive power:
0
(8) Shared dispositive power:
1,540,850
(9) Aggregate amount beneficially owned by each reporting person.
1,540,850
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
8.4%
(12) Type of reporting person (see instructions).
CO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
GDK, Inc.
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
(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:
41,221
(7) Sole dispositive power:
0
(8) Shared dispositive power:
41,221
(9) Aggregate amount beneficially owned by each reporting person.
41,221
(10)Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11)Percent of class represented by amount in Row 9.
0.2%
(12)Type of reporting person (see instructions).
BD
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Equity Growth LLC 22-3682580
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
(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:
0
(7) Sole dispositive power:
0
(8) Shared dispositive power:
0
(9) Aggregate amount beneficially owned by each reporting person.
0
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
0.0%
(12) Type of reporting person (see instructions).
OO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Equity Growth (BVI) Ltd.
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
(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:
0
(7) Sole dispositive power:
0
(8) Shared dispositive power:
0
(9) Aggregate amount beneficially owned by each reporting person.
0
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
0.0%
(12) Type of reporting person (see instructions).
CO
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Caxton Associates, L.L.C.
22-3430173
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
(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:
1,582,071
(7) Sole dispositive power:
0
(8) Shared dispositive power:
1,582,071
(9) Aggregate amount beneficially owned by each reporting person.
1,582,071
(10)Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11)Percent of class represented by amount in Row 9.
8.6%
(12)Type of reporting person (see instructions).
IA
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Kovner, Bruce
(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
(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:
1,582,071
(7) Sole dispositive power:
0
(8) Shared dispositive power:
1,582,071
(9) Aggregate amount beneficially owned by each reporting person.
1,582,071
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
8.6%
(12) Type of reporting person (see instructions).
IN
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Ross Taylor
(2) Check the appropriate box if a member of a group (see instructions) (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 if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
(11) Percent of class represented by amount in Row 9.
0.02%
(12) Type of reporting person (see instructions).
IN
Item 1(a). Name of Issuer:
GP Strategies Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
777 Westchester Ave.
White Plains, NY 10604
United States
Item 2(a). Name of Person Filing:
(i) Caxton International Limited ("Caxton International")
(ii) GDK, Inc. ("GDK")
(iii) Caxton Equity Growth LLC ("Caxton Equity Growth")
(iv) Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)")
(v) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton
Associates is the trading advisor to Caxton International,
Caxton Equity Growth (BVI) and GDK, and the manager of Caxton Equity
Growth (the "Caxton Accounts") and as such, has voting and
dispositive power with respect to the investments of the
Caxton Accounts.
(vi) 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.
(vii) Mr. Ross Taylor. Mr. Taylor is a portfolio manager for
Caxton Associates and may be deemed to participate in the
voting and exercise of discretion with respect to certain
securities for certain of Caxton Associates' investment advisory
clients.
Item 2(b). Address or 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 GDK is c/o Prime Management Limited,
Mechanics Building, 12 Church Street, Hamilton HM11,
Bermuda.
(iii) The address of Caxton Equity Growth is c/o Caxton Associates,
Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ
08540.
(iv) The address of Caxton Equity Growth (BVI) is c/o Prime Management
Limited, Mechanics Building, 12 Church Street, Hamilton HM11,
Bermuda.
(v) The address of Caxton Associates is Princeton Plaza, Building 2,
731 Alexander Road, Princeton, NJ 08540.
(vi) The business address of Mr. Kovner 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) GDK is a British Virgin Islands corporation.
(iii) Caxton Equity Growth is a Delaware limited liability company.
(iv) Caxton Equity Growth (BVI) is a British Virgin Islands corporation.
(v) Caxton Associates is a Delaware limited liability company.
(vi) Mr. Kovner is a United States citizen.
(vii) 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 Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
Not Applicable
If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|
Item 4. Ownership
(a) Amount beneficially owned:
(i) The amount of shares of Common Stock beneficially owned by
Caxton International is 1,540,850.
(ii) The amount of shares of Common Stock beneficially owned by
GDK is 41,221.
(iii) The amount of shares of Common Stock beneficially owned by Caxton
Equity Growth is 0.
(iv) The amount of shares of Common Stock beneficially owned by Caxton
Equity Growth (BVI) is 0.
(v) The amount of shares of Common Stock considered to be
beneficially owned by Caxton Associates by reason of its
voting and dispositive powers is 1,582,071.
(vi) 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.
(vii) The amount of shares of Common Stock beneficially owned by Mr.
Taylor is 4,000. The 4,000 shares of Common Stock
reported herein as beneficially owned by Mr. Taylor are owned
directly by Mr. Taylor.
(b) Percent of class:
(i) Caxton International beneficially owns 8.4% of the Class
of Common Stock.
(ii) GDK beneficially owns 0.2% of the Class of Common Stock.
(iii) Caxton Equity Growth beneficially owns 0.0% of the Class
of Common Stock.
(iv) Caxton Equity Growth (BVI) beneficially owns 0.0% of the Class
of Common Stock.
(v) Caxton Associates is deemed to beneficially own 8.6%
of the Class of Common Stock.
(vi) Mr. Kovner is deemed to beneficially own 8.6% of the Class
of Common Stock.
(vii) 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: 1,540,850
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,540,850
Number of shares as to which GDK has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 41,221
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 41,221
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: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 0
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: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 0
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: 1,582,071
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,582,071
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: 1,582,071
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,582,071
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 5 Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
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. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
After reasonable 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.
Caxton International Limited
Date: 2/13/2006 /s/ Joseph Kelly
Name: Joseph Kelly
Title: Vice President and Treasurer
Date: 2/13/2006 /s/ Maxwell Quin
Name: Maxwell Quin
Title: Vice President and Secretary
GDK, Inc.
Date: 2/13/2006 /s/ Joseph Kelly
Name: Joseph Kelly
Title: Vice President and Treasurer
Date: 2/13/2006 /s/ Maxwell Quin
Name: Maxwell Quin
Title: Vice President and Secretary
Caxton Equity Growth LLC
Date: 2/13/2006 /s/ Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary, Caxton
Associates, L.L.C., Manager
Date: 2/13/2006 Caxton Equity Growth (BVI) Ltd.
/s/ Joseph Kelly
Name: Joseph Kelly
Title: Vice President
Date: 2/13/2006 /s/ Maxwell Quin
Name: Maxwell Quin
Title: Secretary
Caxton Associates, L.L.C.
Date: 2/13/2006 /s/ Scott B. Bernstein
Name: Scott B. Bernstein
Title: Secretary
Date: 2/13/2006 /s/ Bruce S. Kovner
Name: Bruce S. Kovner
Title: signed by Scott B. Bernstein
as Attorney-in-Fact
Date: 2/13/2006 /s/ Ross Taylor
Name: Ross Taylor
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). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Certification
The undersigned hereby certifies that the shares of GP Strategies Corp.
purchased on behalf of Caxton International Limited, GDK, Inc., Caxton Equity
Growth LLC, Caxton Equity Growth (BVI) Ltd., and the shares owned by
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.
Date: 2/13/2006 /s/ Andy Waldman
Andy Waldman
/s/ Ross Taylor
Ross Taylor
/s/ Kurt Feuerman
Kurt Feuerman