SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 28, 2000
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THE SOLOMON-PAGE GROUP LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 0-24928 51-0353012
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
Number)
1140 Avenue of the Americas, New York, New York 10036
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(Address of Principal executive offices) (Zip Code)
(212) 403-6100
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Registrant's telephone number, including area code
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(Former Name or Former Address; if Changed Since Last Report)
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Item 5. Other Events.
On June 28, 2000, The Solomon-Page Group Ltd. (the "Company")
announced that it entered into an amended and restated agreement under which a
management group consisting of the three principal executive officers of the
Company, Lloyd Solomon, Scott Page and Herbert Solomon, is to acquire all of the
outstanding publicly held shares of Common Stock of the Company at a price of
$5.25 per share.
For additional information in respect of the proposed
transaction, reference is made to (i) the Amended and Restated Merger Agreement
dated June 28, 2000, by and between the Company and TSPGL Merger Corp., which is
incorporated herein by reference and is attached hereto as Exhibit 2.1 and (ii)
the Company's press release dated June 28, 2000, which is incorporated herein by
reference and is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
2.1 Amended and Restated Merger Agreement dated June 28,
2000, by and between the Company and TSPGL Merger
Corp.
99.1 Press release dated June 28, 2000 of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE SOLOMON-PAGE GROUP LTD.
Date: June 29, 2000 By: /s/ Lloyd Solomon
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Lloyd Solomon
Vice Chairman of the Board and
Chief Executive Officer
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