-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjW5xIC/PyS+vAVrh7cre2qcZt9yb/XNAZ0UHlIJpnlHvlc8CzjyzhdB2FMkHwM/ +pjE9mdTM/Y/gahtTiKeTQ== 0000733553-97-000213.txt : 19970918 0000733553-97-000213.hdr.sgml : 19970918 ACCESSION NUMBER: 0000733553-97-000213 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970917 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOLOMON PAGE GROUP LTD CENTRAL INDEX KEY: 0000926259 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 510353012 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51565 FILM NUMBER: 97681520 BUSINESS ADDRESS: STREET 1: 1140 AVE OF THE AMERICAS STREET 2: 9TH FLR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127649200 MAIL ADDRESS: STREET 1: 1140 AVE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER & BERMAN LLC CENTRAL INDEX KEY: 0000733553 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 135521910 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158-3698 BUSINESS PHONE: 2124769000 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities and Exchange Act of 1934 (Amendment No. ) Name of Issuer: Solomon Page Group Ltd. Title of Class of Securities: Common Cusip Number: 83427A108 Name, Address and Telephone Number of Person authorized to receive notices and communications: Kenneth E. Leopold, Senior Attorney, c/o Neuberger&Berman, LLC, 605 Third Avenue, NY, NY 10158 Date of Event which requires Filing of this statement: September 10, 1997 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 Rule 13d-1(b)(3) or (4), check the following box Note: Six copies of this statement , including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) 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 13 D CUSIP NO. 83427A108 1.Name of Reporting Person S.S. or IRS identification NO. of Above Person Norman H. Pessin SS # ###-##-#### 2.Check the appropriate box if a member of a group* a b 3. Sec use only 4.Source of funds* P.F.O.O. 5.Check Box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 6. Citizenship or place of organization U.S.A. 7. Sole Voting Power 170,000 8.Shared voting power 0 9.Sole dispositive power 170,000 10. Shared dispositive power 95,000 11. Aggregate amount beneficially owned by each reporting person 265,000 12.Check box if the aggregate amount in row 11 excludes certain shares* 13. Percent of class represented by amount in row 11. 5.01% 14.Type of reporting person* IN ITEM 1 Security and Issuer This statement related to the common stock (the "Shares") of Solomon Page Group Ltd. (the "Company"). The Address of the principal executive offices of the company is 1140 Avenue of the Americas, New York, NY 10036. ITEM 2 Identity and Background A) The name of the individual filing this statement is Norman H. Pessin B) The business address of Norman H. Pessin is: c/o Neuberger&Berman, LLC, 605 Third Avenue, New York, New York 10158-3698. C) Norman H. Pessin is a Principal of Neuberger & Berman, LLC ("N&B"), a limited liability company organized under the laws of the State of Delaware. N&B is a registered broker/dealer and registered investment advisor which conducts a general brokerage, dealer and investment advisory business. This filing is made by Mr. Pessin individually and not in his capacity as Principal of N&B. The shares are held individually by Mr. Pessin and others. The firm of N&B has no voting or dispositive power regarding these shares. D) During the last five years Norman H. Pessin has not been convicted in a criminal proceeding(excluding traffic violations or similar misdemeanors). E) During the last five years Norman H. Pessin has not been a party to a civil proceeding as a result of which he is subject to judgement, decree or 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) Norman H. Pessin is a United States citizen. ITEM 3 Source and Amounts of Funds Norman H. Pessin owns 170,000 Shares for his personal account. The 170,000 Shares owned by Norman H. Pessin are held in "street name" and are part of his cash account at Neuberger & Berman, LLC. In addition, Norman H. Pessin beneficially owns 95,000 shares as follows: 95,000 shares are held in street name in Mr. Pessin's wifes account. Norman H. Pessin is a beneficial owner of these 95,000 shares based on his discretionary and shared disposistive power over these accounts. ITEM 4 Purpose of Transaction Norman H. Pessin purchased the shares for investment purposes only. He does not have any plans or proposals which relate to or would result in any of the activities or matters referred to in paragraphs (a) through (j), inclusive of item 4 of Schedule 13D. ITEM 5 Interest in Securities of the Issuer A) Norman H. Pessin is the beneficial owner of 265,000 shares which represents 5.01% of the 5,289,785 shares outstanding. Please note that of the 265,000 shares reported as beneficial ownership this number includes 160,500 warrants which expire on 10/20/99. Each warrant entitles the owner to purchase one share of Common Stock at an exercise price of $4.50. For purposes of this filing, Mr. Pessin is deemed to be the beneficial owner of the 160,500 shares into which the warrants are exercisable. In calculating the percentage of the shares outstanding Mr. Pessin owns, these shares into which the warrants are exercisable have been deemed to be currently outstanding in accordance with Rule 13d- 3(d)(1)(i). B) Norman H. Pessin has the sole power to dispose of 170,000 shares and has shared dispositive power with regard to 95,000 shares. Norman H. Pessin has sole voting power with regard to 170,000 shares and has shared voting power with regard to 0 shares. C) During the 60 days surrounding the event triggering this filing. Norman H. Pessin effected 14 open market transactions in the shares. The trade dates and prices are noted below: Trade Date B/S Shares Price 07/10/97 B 5,000 0.4062 07/23/97 B 10,000 0.4687 07/23/97 B 5,000 2.8125 07/24/97 B 2,000 3 07/31/97 B 2,500 3 07/31/97 B 10,000 0.5 08/07/97 B 10,000 0.5 08/08/97 B 10,000 0.4375 08/14/97 B 10,000 0.4375 09/03/97 B 20,000 0.3986 09/05/97 B 10,000 2.7812 09/08/97 B 20,000 0.4062 09/10/97 B 30,000 0.4218 09/10/97 B 5,000 2.875 ITEM 6 Contracts, Agreements, Understandings or Relationship with Respect to Securities of Issuer There are no agreements, contracts or understandings of any kind between Norman H. Pessin and any other person with regard to the shares or the issuer. ITEM 7 Material to be filed as Exhibits There are no materials to be filed as exhibits. Signatures After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated:___________ ___________________ Norman H. 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