SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 18, 1996
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COMFORCE Corporation
(Exact name of registrant as specified in its charter)
Delaware
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State or Other Jurisdiction of Incorporation
1-6081 36-23262248
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Commission File Number I.R.S. Employer
Identification No.
2001 Marcus Avenue, Lake Success, NY 11042
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (516) 352-3200
Not Applicable
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Former name, former address and former fiscal year, if changed since last report
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Item 5. Other Events
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On January 18, 1996, COMFORCE Corporation ("COMFORCE" or the
"Registrant") announced it had entered into two letters of
intent to acquire RRA, Inc. and Williams Communications
Services, Inc. The two privately owned companies are engaged
in the technical staffing, consulting and outsourcing
businesses. The acquisitions are subject to, among other
things, completion of satisfactory due diligence
investigations of the businesses to be acquired as well as
negotiation of definitive purchase agreements regarding the
acquisitions. Subject to these factors, the acquisitions are
expected to be completed within 60 to 90 days.
Item 7. Exhibits
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99.1 Press Release dated January 18, 1996.
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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 thereunder duly authorized.
COMFORCE CORPORATION
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Registrant
Dated: January 30, 1996 CHRISTOPHER P. FRANCO
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Executive Vice President
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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COMFORCE Corporation Contacts: Mr. Robert Gruber
2001 Marcus Avenue Investor Relations Consultant
Lake Success, NY 11042 (212) 628-2554
(516) 352-3200
COMFORCE ANNOUNCES TWO ACQUISITION AGREEMENTS;
NINE MONTH RESULTS FOR COMFORCE GLOBAL SUBSIDIARY
Lake Success, NY, January 18, 1996 -- COMFORCE Corporation (ASE:CFS)
announced that it has entered into two letters of intent to acquire privately
owned companies engaged in the technical staffing, consulting and outsourcing
businesses. Following completion of these acquisitions, COMFORCE will have
annualized revenues from its technical staffing, consulting and outsourcing
businesses of approximately $70 million. The acquisitions are subject to, among
other things, completion of satisfactory due diligence investigations of the
businesses to be acquired as well as negotiation of definitive purchase
agreements regarding the acquisitions. Subject to these factors, the
acquisitions are expected to be completed within 60 to 90 days. The companies to
be acquired are described below.
RRA, Inc.
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COMFORCE has agreed to acquire the operations of RRA, Inc. and certain
affiliated entities ("RRA"). RRA is headquartered in Phoenix, Arizona, and has a
total of six sales and service offices in California, Washington State, New
Mexico, Missouri and South Carolina. Current annualized revenues of RRA are
approximately $52 million. The terms of the acquisition were not disclosed.
RRA is a leading provider of specialists for supplemental staffing
assignments as well as outsourcing and vendor-on-premises programs. RRA provides
technical staffing services in the electronics, telecommunications and
information technology business sectors. In addition, RRA provides specialists
for mission-critical projects principally in the scientific and technical
research and development fields, including the areas of laser and weapons
technology, environmental safety and alternative energy source development.
Clients principally include Fortune 500 companies as well as governmental
entities, such as the Department of Energy's laboratory in Los Alamos, New
Mexico.
Michael Ferrentino, president of COMFORCE, stated, "We believe that the
acquisition of RRA is an important step in realizing our strategic goal of
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becoming the leading provider ofstaffing, consulting and outsourcing solutions
to the high-technology sector. RRA's businesses are a natural complement to
COMFORCE's core telecommunications and information technology-based business.
COMFORCE is especially pleased that RRA's existing management team will continue
to lead the company into the new millennium."
Williams Communications Services, Inc.
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COMFORCE has also agreed to acquire the operations of Williams
Communications Services, Inc., based in Englewood, Florida. Williams has current
annualized revenue of approximately $4.2 million. Terms of the acquisition were
not released. Williams provides technical staffing services to the
telecommunications industry. Mr. Ferrentino stated, "The acquisition of Williams
is another step to becoming the leading provider of supplemental staffing
services to the telecommunications industry. The operations of Williams are a
natural extension of the core business of COMFORCE. We are pleased that the
management of Williams will continue to lead the dynamic team in Florida."
NINE MONTH RESULTS FOR COMFORCE GLOBAL SUBSIDIARY
In October 1995 COMFORCE completed the acquisition of YIELD Global, now
known as COMFORCE Global, Inc. COMFORCE Global, which is currently the sole
operating business of COMFORCE Corporation, is a leading provider of
telecommunications and information technology staffing services worldwide, with
an emphasis on wireless communications. For the nine month period ended
September 30, 1995, COMFORCE Global had revenues of $9,007,000 and, on a
stand-alone basis before corporate allocations by its previous parent company,
earned pretax income of $1,050,000 for such nine month period.
COMFORCE previously announced the discontinuance of all businesses
unrelated to its technical staffing business, and its intention to divest such
businesses. COMFORCE's former majority shareholder, ARTRA GROUP Incorporated
(NYSE:ATA), has assumed and agreed to discharge all liabilities and obligations
of COMFORCE which arose from the discontinued businesses, and ARTRA is entitled
to receive any proceeds from the sale of such businesses.
COMFORCE provides telecommunications, information technology and
technical staffing, consulting and outsourcing services worldwide, primarily to
Fortune 500 companies, with an emphasis on wireless communications. The
strategic vision of COMFORCE is to become the leading provider of staffing,
consulting and outsourcing solutions for the information superhighway.
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