SEC Division of Corporation Finance no-action letter: GP Strategies Corporation

DLA Piper LlP (US)
The Marbury Building
6225 Smith Avenue
~PIPER Baltimore, Maryland 21209
W www.dlapiper.com
T 410.580.3000
F 410.580.3001
October 4, 201 1
Securities Act of 1933
Sections 2(a)(3) and 4(3)
Rul es 144, 174and414
Forms S· 3 and S-8
Securities Exchange Act of 1934
Section 12(b)
Ru le 12g-3
Schedules 13D, J3G and \4A
Via E-Mail to: cfleuers@sec.gov
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Rc: GP Strategies Co rporation

File No. 1-07234

Ladies and Gentlemen:
On behalf of OUf client, GP Strategies Corporation ("GP Strategies"), a Delaware corporation, we arc submining this letter in connection with the proposed merger (the "Merger") of GP Strategies with and into its who lly-owned su bsidiary, Genera l Physics Corporation ("Genera l Physics" and, as the surviving corporation following the Merger, the "Company"), a Delaware corporation. The Merger will e liminate the current holding company structure, simpli fy GP Strategies' corporate organi 7.ation and reduce overhead expense. A stockholder vote would not be required if OP Strategies were the survivor of the Merger. However, due to operational considerations, GP Strategies will not be the surviving company under the relevant provisions of the Delaware Gencral Corporation Law ("DGCL"). As a result, GP Strategies intends to present the Merger for approval at its 20 II annua l meeting of stockholders, which is expected to be held in November or December of20 II. The Merger will resu lt in no change in the operations, business or management, or the consolidated assets, liabilities or stockholders' equity of GP Strategies. All outstanding shares of GP Strategies common stock will be converted upon the Merger on a one-fa r-one basis into identical shares o f Company common stock having exactly the same rights and privileges. After the Merger, General Physics will have the same authorized capital stock that GI) Strategies had prior to the Merger. As a result, there will be no change in the proportionate ultimate ownership interests in the Company. The Company, as the surviving corporation, will change its name to "GP Strategies Corporation," and the certificate of' incorporation and bylaws of the Company will be substanti vely identical to the cert ificate of incorporation and bylaws of GP Strategies immediately prior to the Mcrgcr. The officers, directors and managemcnt of GP Strategies immediately prior to the Merger will be officers, directors and management of the Company after the Merger, and the composition of the committees of the Board of Directors of the

U.S. Securities and Exchange Commission
Division of Corporation Finance fOLJ'PER Office of Chief Counsel October 4, 20 II Company, including the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee will be the same as that of GP Strategies immediately prior to the Merger. We have been informed that in the op inion of GP Strategies' tax advisors, for federal income tax purposes, the Merger is expected to be a tax-free reorgani zation, and GP Strategies stockholders will not recognize any ga in or loss as a result of the Merger. The only class of securities of GP Strategies that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. as amended (the "Exchange Act"), or for which it otherwise has a reporting obli gation pursuant to Section 15(d) of the Exchange Act is GP Strategies common stock. The common stock of GP Strategies is the only security registered or required to be registered pursuant to the Exchange Act, and is the only security of GP Strategies that gives rise to a reporting obligation pursuant to Section 13 or l5(d) of the Exchange Act. General Physics does not have any class of securities that is registered or required to be registered pursuant to Section 12 of the Exchange Act or for which it athen-vise has a reporting obligation pursuant to Section 13 or 15(d) of the Exchange Act. The only class of securities of GP Strategies that is outstandi ng is its common stock. Likewise, the only class of securities of General Physics that is outstanding, all of which is owned by GP Strategies, is the General Physics common stock. The GP Strategies common stock is listed on the New York Stock Exchange (the "NYSE"). The Company's common stock also will be listed on the NYSE, subject to NYSE approval, and will be registered under the Exchange Act. Neither GP Strategies nor General Physics have any debt securities that are outstanding. Background GP Strategies is a holding company with one directly owned operating subsidiary, General Physics, and no other current operations. GP Strategies is a reporti ng company under Section 13 of the Exchange Act and has filed all required reports under the Exchange Act. GP Strategies' only significant asset is all of the outstanding common stock of General Physics. GP Strategies and General Physics are both Delaware corporations. At the effective time of the Merger, each share of GP Strategies common stock will be converted into one share of common stock of the Company. Section 253 of the DGCL authorizes the mergcr of a parent into its wholly-owned subsidiary upon stockholder approval. GP Strategics has one class of common stock, par va lue $0.0 I per share, and one class of preferred stock. As of the date hereof: thcre are no shares of preferred stock outstanding. Under Section 253 of the DGCL. the approval of holders of a majority of the outstanding shares of common stock of GP Strategies is required to approve the Merger. The Merger is intended to be submitted to GP Strategies'
stockholders at the 20 II annual mceting to be held in Novcmber or Deccmber of 20 II. GP Strategies' board of directors will solic it proxies fo r the annual meeting in accordance with Regulation J4A under the Exchange Act. In that connection, a preliminary proxy statement will be prepared and filed with the Securities and Exchange Commission (thc "Commission"). Such preliminary proxy statement will contain, among other things, information about the Merger required to be disclosed pursuant to the Exchange Act. GP Strategies is an "accelerated filer" as dcfined in Rule l2b-2 of thc Exchange Act. In our opinion, the Company will become the successor registrant under the Exchange Act to GP Strategies following the Mcrger pursuant to Rule 12&-3 under the Exchange Act Because the Company will be the successor issuer to GP Strategies, we believe the Company will be an accelerated fi ler and the Company will comply with the requirements of the Exchange Act that apply to accelerated filers. The Staff has taken a similar pOSition on prior occasions that a successor issuer would be a successor to a company's status as an accelerated filer under Rule 12b-2 of the Exchange Act. See, e.g., Dre:,-.)· Barn, Inc., (available

U.S. Securities and Exc hange Commission
Division of Corporation Finance
Office of Chief Counsel
October 4, 2011
[OLJIPER
August 13, 20 I 0); Mentor Corpora/ion, (ava ilable September 26, 2008); and Dollar Tree Stores, Inc., (available February 20, 2008). On a consolidated basis, the revenue, net income, total assets and total liabilities ofGP Strategies immediately prior to the Merger will be identical to the revenue, net income, tota l assets and total liabilities of the Company immediately after the Merger. For the year ended December 31, 20 I 0, and the six-month period ended June 30, 20 11 , the net sales and gross profit of GP Strategies on a consolidated basis were identical to those of General Physics on a consolidated basis. For the year ended December 31, 20 I 0, and the six-month period ended June 30, 20 II, nel income, total assets and tota11iabilities of GP Strategies on a consolidated basis were identical in all material respects to those of General Physics with the primary differences being the expenses related to being a public company, which are recorded on GP Strategies' books, as well as tax-related balances, and an intercompany payable to General Physics that are recorded on GP Strategies' books. Moreover, the Company's operations will be the same both before and after the Merger. In addition, neither GP Strategies nor the Company has engaged in any extraordinary restructurin g or reorgani71ltion transactions or asset transfers in connection with or in anticipation of the Merger. GP Strategies has decided to effect the Merger to eliminate the current holding company struct ure in order to simplify the organizational structure of the business, reduce income taxes, because General Physics does not currently receive a benelit for GP Strategies' losses based on the current holding company structure, reduce the burden of accounting for the books of two separate legal entities, and reduce accounting fees. GP Strategies currently maintains Registration Statements on Form S-8 (Nos. 33-26261 and 333
123949) (the " Fonn 5-8 Registration Statements") under the Securities Act of 1933, as amended (the
"Securities Act"), for the following stock-based employee benefit plans:
I. GP Strategies Corporation 1973 Non-Qualified Stock Option Plan (the " 1973 Plan"); and
2. GP Strategies Corporation 2003 Incentive Stock Plan (the "2003 Plan").
GP Strategies also maintains shelf registration statements on Form S-3 (Nos. 333- 169603, 333 97531 and 333-110611) (the "Fonn S-3 Registration Statements," and together with the Form S-8 Registration Statements, the "GP Strategies Registration Statements") under the Securities Act for the resale of shares of GP Strategies common stock, From lime to time, by the selling stockholders identilied in the Form S-3 Registration Statements. Request GP Strategies and General Physics request the concurrence of the Division of Corporation Finance (the "Staff") in each of the following conclusions, which are discussed more fully under the heading " Discussion," below:
I. The Merger doeJ no! Involve the Offer and Sale 0/ a Security. The StatT would not
recommend any enforcement action if the Merger were consummated without compliance with the registration req uirements under Section 5 of the Securities Act since the Merger docs not involve the ofTer and sale of a security under Section 2(a}(3} of the Securities Act.

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
October 4, 20 II
[OLJIPER
2. Forms S-3 alld S-8. The reporting history and status ofGP Strategies prior to the Merger
may be considered in delennining whether the req uirements for the usc of Fonns S-3 and S-8 are mct by the Company.
3. Rule 414. As of the completion of the Merger, the Company will constitute a "successor
issuer" of GP Strategies for pu rposes of Rule 414 under the Securities Act and may continue GP Strategies' current offerings by filing post.effective amendments to the GP Strategies Registration Statements under Ru le 414.
4. Rule 144(c)(J) and (e). GP Strategies' reporting history and status and the most recent
report or statement published by GP Strategies prior to the Merger and the average weekly reponed trading vo lume in GP Strategies common stock during the time periods specified in Rule 144(e)(I) may be taken into account in delennin ing whether the Company has complied with thc current public information requirements of Rule 144(c)(I) under the Securities Act and the limitation on the amount of Company common stock that may be sold pursuant to Rule 144(e) under the Securities Act.
5. Item 10 ojSchedule 14A. Actions taken with respect to the assumption by the Company
of the obligations of GP Strategies under the 1973 Plan and the 2003 Plan do not constitute actions that req uire the disclosure of infonnation under Item 10 of Schedule 14A of Regulation 14A under the Exchange Act.
6. Section 4(3) prolipectus delivery requirement und Rule 174(b). The Company need not
comply with the prospectus delivery req uirements of Section 4(3) of the Securities Act. Discussion
I. The Merger does IIot involve Ihe offer and sale ofa securilY under seclion 2(a)(3).
In our opinion, the Merger may be effected without registration under Sect ion 5 of the Securities Act upon the basis that there has been no offer and sale of u security under Section 2(a)(3) of the Securities Act. We arc of the opinion that the Merger does not involve the ofTer and sale of a security under Section 2(aX3) oflhe Securities Act because on a consolidated basis, the Company after the Merger will be identical to GP Stmtegies prior to the Merger. We note that the Staff has granted relief similar to that requested in this letter in a number of comparable circumstances. See generally, Union Carbide Corporatioll (available March 2, 1994) ("Ullion Carbide J''): Union Carbide Corporatioll (available April IS, 1994) ("Union Carbide 1/''); Lexmark 111/" Group, file. (available March 14,2000); Newmonl Milling Corp. (available March 15,2000) ("Newmonr Milling r); and Newmonl Milling Corp. (avai lab le April 27, 2000) ("Newmolll Mining 1r). In each of the Newmont Mining I, Lexmark lilt " Group, Inc., and Union Carbide f no-action requests, a public company proposed to merge into its sale operating subsidiary for the purpose of eliminating a holding company structure. The holding company's business, fisca l year, capitalization, chaner, bylaws, consolidaled results of operations and financial position, directors, officers and employees remained the same. The transactions in substance represented purely an intra-corporale reorganization, as in GP Strategies' situation, and the Company after the Merger will be identical to GP Strategies on a consolidated basis. In its no-action letter to Union Carbide, the Staff noted that such an

U.S. Securities and Exchange Commission
Division of Corporation Finance [OLJIPER Office of Chief Counsel October 4, 2011 intra-corporate reorganization seeks to simplify a company's organizational structure, which in the Staffs view distinguishes such a transaction from other reorganization transactions, such as the fannalian of a holding company. GP Strategies, with its on ly asset being the siock of General Physics and its liabilities on a consolidated basis identical to General Physics' liabilities in all material respects, also seeks to simplify its organizational structure. While the DGCL requires that stockholders vote on the transaction, we do not believe that an "investment decision" is being made. We believe that the Merger is in substance an internal corporate reorganization. The Preliminary Note to Rule 145 states:
The thrust of the Rule is that an olTer, offer to sell, offer for sale, or sale occ urs when there is su bmitted to sec urity holders a plan or agreement pursuant to which such holders arc required to elect, on the basis of what is in substance a new investment decision, whether to accept a new or different security in exchange for their existing security. The proposed Merger wou ld be exempt under Rule 145(aX2), except thai the Company will remain a Delaware corporation and thus technically does nol fit within the change of domicile exception. The Merger should cause even less concern than a change of domicile transaction permitted by Rule I 45(a)(2) because the rights of GP Strategies' stockholders will be exactly the same after the Merger. There will be no change in the nature of the investment or any other change resulting in a new investment decision bcing made. As a result, we believe the Merger should be treated similar to a change of domicile transaction as defined in Rule 145(aX2). GP Strategies believes that all material information regarding the Merger will be contained in its proxy statcment. From a disclosurc standpoint, registration on Form S-4 undcr Ru le 145 would not provide any additional disclosure to GP Strategies' stockholders since the proxy statement would contain the same infonnation under Commission interpretations of Form S-4's infonnati on requirements for transactions solely between a registrant and one of its wholly-owned subsidiaries in similar transactions. See, Newmom Mining I, supra; Lexmark 1m '{ Group, Inc., supra; and Unioll Carbide I. !il/pra.
2. Form!i S-3 and S-8.
Wc are of the belief that the Company should be entitled to rely on General Instruction I.A.? to Fonn S-3 in dctcnnining whcther it shall be deemed 10 have satisfied conditions 1,2,3 and 5 to General Instruction I.A to Form S-3 of the Securities Act. Paragraph I.A.? provides:
If the registrant is a successor registrant, it sha ll be deemed to have met conditions 1,2,3 and 5 [or General Instruction LA] if: (a) its predecessor and it, taken together, do so, provided that the succession was primarily ror the purpose of changing the state of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or (b) if all predecessors met the conditions at the time of succession and the registrant has continued to do so since the succession.

U.S. Securities and Ex:changc Commission
Division of Corporation Finance fOLJ'PER Office of Chief Counsel October 4. 2011 GP Strategies, the predecessor to the Company, will, at the effective date of the Merger have met the conditions of paragraphs l.A.l through LAJ and l.A.5 and the Company thereafter will comply with these conditions. Although the Company does not technically fall within paragraph 1.A.7(a) because the Merger will not involve a change in the state of incorporation or create a holding company structure, we believe that the Company should be entitled to register its securities under Form S·3 because, in substance, GP Strategies and General Physics arc identical issuers, and GP Strategies' stockholders will receive identical securities of the Company, which will have operations, asscts, liabilities and indebtedness on a consolidated basis that are identical to those of GP Strategies on a consolidated basis. See, Newmont Mining II. supra; Lexmark im 'l Group, inc., supra; Union Carbide 11, supra. See al:io, The Mosaic Company (available February 3, 20 II); and GuljMark Offshore, inc. (available January II, 2010). To prec lude the Company from including the reporting history of GP Strateg ies in determining the availability of Form S-3 wou ld impose the onerous burden of filing a registration statement on Fonn S-l, without providing stockholders with any meaningful additional disclosure or serving any useful purpose. Simi larly, relief is sought for the Company to be able to take into account, the reporti ng history of GP Strategies prior to the Merger in determining whether the Company "satisfies the registrant requirements for use of Form S-3" as such phrase is used in the General Instruction to Fonn S-8. Accordingly, we respectfully request that the Staff concur in our opinion that the reporting history and status of GP Strategies prior to the Merger may be considered in determining whether the requ irements for the use of Fonns S-3 and S-8 are met by the Company.
3. Rule 4/4.
Rule 4 14, promulgated under Regulation C of the Act, provides that if an issuer has been succeeded by another issuer for the purpose of changing its state of incorporation or its form of organization, the registration statement ofthe predecessor issuer will be deemed the registration statement of the successor issuer for the purpose of continuing the offering, provided that certa in enumerated conditions are satisfied. It is our opinion that the Company will become the successor registrant under the Exchange Act to GT> Strategies following the Merger pursuant to Rule 12£-3 and the GP Strategies Registration Statements should be deemed the corresponding registration statements of the Company as the "successor issuer for the purpose of continuing the offerings" because the Merger will have the eITect of changing GP Strategies' " form of organi zation" and substantially meets all the other conditions enumerated in Rule 414. The conditions enumerated in Rule 414 will be satisfied under the terms and provisions of the Merger, except for the technical satisfaction of paf"dgraph (a) which requires that, immediately prior to the sllccession, the successor issuer have no assets or liabilities other than nominal assets or liabilities. As noted previously, immediately upon consummation of the Merger, the operations, assets, liabilities and stockholders' equity of the Company on a consolidated basis will be the same as those of GP Strategies on a consolidated basis prior to the Merger. This technicality relating to paragraph (a) of Rule 414 is not a material difference and should not affect the application of Rule 4 14. As contemplated by Rule 414(d), the Company will file amendments to the GP Strategies Registration Statements expressly adopting such registration statements as its own registration statements for all purposes under the Securities Act and the Exchange Act and setting forth any additional inronnation necessary to reflect any material changes made in connection with or resulti ng from the Merger, or necessary to keep the registration statements from being misleading in any material respect.

U.S. Securities and Exchange Commission
Division of Corporation Finance fOLJ'PER Office of Chief Counsel October 4, 2011 The StaIr has in a number of instances indicated that Rule 414 would be ava ilable even though a merger did not literally fall within the scope of the rule for failure to satisfy each of the conditions set forth therein. In NeWlllufit Mining 1/, the subsidiary into which Newmant Mining merged also failed to satisfy condition (a) of Rule 414 since prior to consummation of the proposed merger, the subsidiary was in fact the sole operating subsidiary and held substantial assets and liabilities. Nevertheless, the Staff concurred thaI, for purposes of Rul e 4 14, the successor company would constitute a "successor issuer" to Newmont Mining Corporation and may file post-effective amendments to Newmont Mining Corporation's existing registration statements. See also I1CA., Inc. (available November 22, 2010) and Men/or Corporation, supra. Based upon the foregoing, we respectfully request you confirm your agreement with our view that the Merger is consistent with the policy behind Rule 414 and allow its application to the Company as a successor registrant to GP Strategies for the purpose of continuing the offerings made.
4. Rule 144(c)(I) and (e).
Rule 144 imposes requirements on sales of restricted securities and sales of securities by and for the accounts of the affiliates of an issuer. Rule 144(c)(I) requires that, prior to the sale of any restricted securities undcr the rulc, an issuer has been subject to the reporting requirements of the Exchange Act for a period of at least 90 days immediately preceding the sale and has filed all applicable reports required to be filed under the Exchange Act during the 12 months preceding the sale, or such shorter time as the issuer was required to file such reports. Immediately after the Merger, the Company will have, on a conso lidated basis, assets, liabi lities, business and operations idcntical to those of OP Strategies, on a consolidated basis, immediately before the Merger and GJ> Strategies has been subject to, and has complied with the reporting requirements of the Exchange Act for more than the past 12 months. The information to be furni shed to the public concerning the Company would be adequate and current. GP Strategies has been a reporting company under thc Exchangc Act for many years and all reports required to be filed by OP Strategies under the Exchange Act have been timely filed or will be timely filed prior to the Merger, including a current report on Form 8-K with respect to OP Strategies' consummation of the Merger. Sim ilarly, the Company will be subject to the reportin g requirements of Section 13 of the Exchange Act following the Merger. On a consolidated basis, the Company will have the same number of shares outstanding, as well as the same assets, liabilities, businesses, management and operations as GP Strategies prior to the Merger. Therefore, strict compliance with the 90 day waiting period is not necessary to effectuate the purpose of Rule 144 in light of the comprehensive disclosures in prior Exchange Act reports filed by GP Strategies and the continuing reporting that will be made by the Company. We are of the op inion that, for purposes of Rule 144, the Company may include GP Strategies' report ing history and status prior to the Merger in detennining whether the Company has complied with the current public information requircments of Rule 144(c)(I) and thus, the Company should be deemed to have complied with the public information requirements of Rule 144(c)(1) immediately aner the Merger if GP Strategies has complied with the requirements of the rule until the Merger. See The Mosaic Company, supra; Dollar Tree Stores, Inc. , supra; Mercer Int 'I, Illc. (ava ilable December 12,2005); and GulfMark Offshore, inc., supra. For the same reasons, it is our opinion that, for purposes of Rule 144, the most recent report or statement published by GP Strategies prior to the Merger and the average weekly reported volume of trading in GP Strategies common stock during the time periods specified in Rule 144(e)(1) occurring

U.S. Securities and Exc hange Commission
Division of Corporation Finance [OLJIPER Office of Chief Cou nsel October 4, 2011 immediately prior to the Merger may be taken into account by holders of common stock of the Company in determining the applicable limitation on the amount of stock that may be sold in compliance with Rule 144(e)(I) and (2) following the Merger. The Company will trade on the New York Stock Exchange following the Merger and therefore, the trading history of GP Strategies as reported on the New York Stock Exchange will be indicative of the Company's future trading volume because the tradi ng market will be the same. The Staff has taken similar positions with respect to Rule 144 in the context of transactions similar to the Merger. See The Mosaic Company, supra; Dollar Tree Srores, Inc., supra; Mercer In/ 'I, Inc., supra; and GulfMark Offshore, Inc., supra. Based on the foregoi ng, we respectfully request that you concur in our opinion that GP Strategies' reporting history and status and the most rece nt report or statement published by GP Strategies prior to the Merger and the average weekly reported tradin g vo lume in GP Strategies common stock during the time periods specified in Rule 144(eX1) may be taken into account in determining whether the Company has complied with the current public information requirement's of Ru Ie I 44(c)( I) under the Securities Act and the limitation on the amount of Company common stock that may be sold pursuant to Rule 144(e) under the Securities Act.
5. Item 10 ofSchedule 14A.
Pursuant to the Merger, the Company will assume and continue th e 1973 Plan and 2003 Plan without any modification and each outstanding award of or option to purchase shares of GP Strategies common stock granted pursuant to the 1973 Plan and 2003 Plan will be converted into an award of or option to purchase the same number of shares of Company common stock, with the same terms, rights a nd conditions as the corresponding GP Strategies award or option. The assumption by the Company of the rights and obligations of GP Strategies under the 1973 Plan and 2003 Plan is simply a conversion of existing rights to a new successor issuer and docs not constitute or require " actions" that would trigger a need to disclose information about the stock based benefit plans under Item 10 of Schedule 14A. The proxy statement for the annual meeting of stockholders will include information on the effects of the Merger on the 1973 Plan and the 2003 Plan so existing stockholders will be fu lly aware that there will be no amendments or modifications to such plans whi ch will result from the Merger. The assumption by the Company of the obligations of GP Strategies under the 1973 Plan and 2003 Plan will not constitute the approval of a new compensation plan under which eq uity securities of the Company will be authorized for issuance or the amendment or modification of an existing plan as there has been no change to the 1973 Plan or the 2003 Plan but simply a conversion of existi ng rights and an assumption and continuation of the 1973 Plan and the 2003 Plan without amendment or mod ifi cation. I Accord ingly, we are of the opinion that the actions to be taken with respect to the assumption by the Company of the obligations of OP Strategies undcr the 1973 Plan and the 2003 Plan do not constitute actions which require the disclosure of information under Item 10 of Schedule l4A of the Exchange Act. The Staff has taken similar positions with respect to Item 10 in the context of transacti ons similar to the Merger. See Mercer Inl'l. Inc., supra; and Nabors Industries, Inc. (available April 29, 2002). At the upcoming annual meeting of stockholders in November or December or20 11 , stockholders ofGP Strategies are expected to votc on a proposal to adopt a new equity plan (the "20 I I Plan") for the Company that is intended to replace the 1973 Plan and the 2003 Plan. No awards under the 201 1 Plan will be used 10 replace existing awards under the 1973 Plan or the 2003 Plan. No action relief is not being sought for the 2011 Plan, as the proxy statement will include all disclosure required by Item 10 of Schedule 14A for the 2011 Plan. I

U.S. Securities and Exchange Commission
Division of Corporation Finance [OLJIPER Office of Chief Counsel October 4, 201 1 Based upon the foregoing, we respectfully request that you concur in our opinion that the actions to be taken with respect to the assumption by the Company of the obligations of OP Strategies under the \973 Plan and the 2003 Plan do not constitute actions that require the disclosure of infonnation under Item 10 of Schedule 14A of the Exchange Act.
6. Section 4(3) prospectus delivery requirement and Rule 174(b).
Under Rule 174(b), a dealer need not deliver a prospectus if the issuer is an Exchange Act reporting company. The Company will have the same assets, liabilities, business and operations on a consolidated basis as OP Strategies on a consolidated basis immediately before the Merger and will be the s uccessor to GP Strategies. GP Strategies has been a reporting company under Section 13 of the Exchange Act since 1997, and the Company, as the successor to OP Strategies, will assume the GP Strategies' reporti ng status after the Merger. The Staff has previously taken thc position that the successor in transactions similar to thc Merger is deemed an Exchange Act reporting company and dealers of the successor's securities may rely on Rulc 174(b). See Tim Hortons Inc. (available September 9, 2009); and Mercer Inl '/ inc., supra. Accordingly, we respectfully request that the StafT concur in our opinion that the Company will be deemed an Exchange Act reporting company and that dealers of the Company's common stock will be able to rely on Rule I74(b) with respect to the prospectus delivery requirements of Section 4(3) of the Exchange Act. Conclusion We respectfully request that the Staff concur with our views herein. If the Staff disagrees with our analysis, we would appreciate the opportunity to discuss this matter with you. If you have any questions regarding the foregoing or require any additional information, please do not hesitate to contact the undersigned at (410) 580-4169. Very truly yo urs, <t?;\ Kelly Tubman Hardy cc: Kenneth L. Crawford, Senior Vice President, General Counsel and Secretary

Incoming Letter

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