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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
COMFORCE Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
20038 K1 09
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(CUSIP Number)
J. Robert Dobbins
Dobbins Partners, L.P.
2651 North Harwood, Suite 500
Dallas, Texas 75201
(214) 220-1233
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1996
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(Date of Event which Requires Filing of this Statement)
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 [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
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).
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SCHEDULE 13D
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CUSIP NO. 20038 K1 09 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dobbins Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 714,215
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
714,215
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,215
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP NO. 20038 K1 09 PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dobbins Capital Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 714,215
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
714,215
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,215
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP NO. 20038 K1 09 PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Robert Dobbins
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 714,215
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
714,215
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
714,215
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement on
Schedule 13D (the "Schedule 13D") relates is Common Stock, par value $.01 per
share ("Common Stock"). The name of the issuer is COMFORCE Corporation (the
"Company"). The address of the principal executive offices of the Company is
2001 Marcus Avenue, Lake Success, New York 11042.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by (i) Dobbins Partners, L.P. (the
"Partnership"), (ii) Dobbins Capital Corporation (the "General Partner"), as
the sole general partner of the Partnership, and (iii) J. Robert Dobbins, as
the owner of all of the outstanding capital stock of the General Partner. For
purposes of this Schedule 13D, the Partnership, the General Partner and J.
Robert Dobbins are hereinafter collectively referred to as the "Reporting
Persons."
The Partnership is the direct beneficial owner of the shares of Common
Stock reported as beneficially owned in Item 5. The Partnership is a Texas
limited partnership with its principal business address and principal office at
2651 North Harwood, Suite 500, Dallas, Texas 75201. The principal business of
the Partnership is to invest in publicly traded equity and debt securities.
The General Partner is a Texas corporation with its principal business
address and principal office at 2651 North Harwood, Suite 500, Dallas, Texas
75201. The sole business of the General Partner is to serve as general partner
of the Partnership.
J. Robert Dobbins is a United States citizen having his principal
business address at 2651 North Harwood, Suite 500, Dallas, Texas 75201. Mr.
Dobbins principal occupation is as President, Secretary and sole director of
the General Partner.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or
is subject to a judgment, decree or final 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Partnership purchased 450,000 shares of Common Stock currently
held by it on October 16, 1995, with an aggregate of $1,350,000 in funds
provided by the working capital of the Partnership. The Partnership acquired
5,882 shares of Common
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Stock held by it on June 13, 1995 as an inducement to make a loan to the
Company of $100,000, and acquired an additional 33,333 shares of Common Stock
on December 19, 1995 in consideration of the forgiveness of such loan.
The exercise price with respect to the 225,000 shares of Common Stock
issuable upon the exercise of warrants (the "Warrants") granted to the
Partnership on October 17, 1995 is $3.375 per share (subject to adjustment in
certain circumstances). If such Warrants are exercised, it is expected that
the shares of Common Stock issuable upon such exercise will be purchased with
an aggregate of $759,375 in funds provided by the Partnership's working
capital.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock held by the Partnership are, and the shares
of Common Stock issuable upon the exercise of the Warrants (if such Warrants
are exercised) will be, acquired in the ordinary course of business for
investment purposes. The Partnership routinely purchases, holds, sells and
otherwise deals in the securities of a number of different issuers. The
Partnership believes that the Common Stock represents an attractive investment
opportunity at the present time.
The Partnership may make additional purchases of Common Stock,
depending upon its evaluation of the business, financial condition and
prospects of the Company, the market for the Common Stock, other investment
opportunities available to the Partnership and general economic conditions and
other factors deemed relevant by the Partnership. Depending upon the same
factors, the Partnership may sell or otherwise dispose of all or part of its
investment in the Common Stock, although it has no present intention to do so.
The Partnership has no plans or intentions relating to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Partnership is the direct beneficial owner of an aggregate
of 489,215 shares of Common Stock and has the right to acquire an additional
225,000 shares of Common Stock upon the exercise of the Warrants, representing
an aggregate of approximately 7.5% of the 9,338,698 shares of Common Stock
outstanding as of February 29, 1996 (as reported in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995).
(b) The Partnership is the direct beneficial owner of the shares
of Common Stock reported as beneficially owned in this Item 5. The Partnership
has the power to vote or direct the vote and to dispose of or direct the
disposition of such shares.
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Under the definition of "beneficial ownership" contained in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
General Partner and Mr. Dobbins may also be deemed to be the beneficial owners
of the shares of Common Stock reported as beneficially owned in this Item 5,
because (i) the General Partner is the sole general partner of the Partnership
and has control over the business of the Partnership and responsibility for the
direction of its operations and (ii) Mr. Dobbins is the owner of all of the
outstanding capital stock of the General Partner and is its sole officer and
director. As a result, the General Partner and Mr. Dobbins may be deemed to
share with the Partnership the power to vote or to direct the vote and the
power to dispose of or direct the disposition of the shares of Common Stock
reported as beneficially owned in this Item 5. However, neither the filing of
this Schedule 13D nor any information contained herein shall be deemed to
constitute an admission that either the General Partner or Mr. Dobbins is the
beneficial owner of any shares of Common Stock within the meaning of Rule 13d-3
under the Exchange Act.
(c) The Warrants became exercisable on June 30, 1996. No
transactions in the Common Stock have been effected by any Reporting Person
during the sixty days immediately preceding the date hereof.
(d) No person other than the Partnership has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Partnership.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Partnership is a Texas limited partnership formed pursuant to a
limited partnership agreement (the "Dobbins Partners Partnership Agreement")
between the General Partner, as sole general partner, and the other persons
named therein, as limited partners (the "Limited Partners"). Under the Dobbins
Partners Partnership Agreement, the General Partner has control over the
business of the Partnership and has responsibility for the direction of its
operations. Without limiting the generality of the foregoing, the General
Partner has the power on behalf of the Partnership to purchase, hold and sell
securities of any sort and rights therein. The Limited Partners do not
participate in the control of the business of the Partnership and possess only
such powers as are conferred upon them by the Dobbins Partners Partnership
Agreement or are provided under applicable law.
In connection with the filing of this Schedule 13D, the Partnership,
the General Partner and Mr. Dobbins have entered into a Joint Filing Agreement
dated as of July 31, 1996.
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Except as set forth above, none of the Partnership, the General
Partner or Mr. Dobbins has any contracts, arrangements, understandings or
relationships with respect to any securities of the Company, including but not
limited to contracts, arrangements, understandings or relationships with
respect to transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 -- Joint Filing Agreement dated July 31, 1996
among Dobbins Partners, L.P., Dobbins Capital
Corporation and J. Robert Dobbins.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 31, 1996
DOBBINS PARTNERS, L.P.
By: Dobbins Capital Corporation,
its general partner
By: /s/ J. Robert Dobbins
----------------------------------
J. Robert Dobbins
President
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 31, 1996
DOBBINS CAPITAL CORPORATION
By: /s/ J. Robert Dobbins
-----------------------------------
J. Robert Dobbins
President
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SIGNATURE
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.
Date: July 31, 1996
/s/ J. Robert Dobbins
---------------------------------------
J. Robert Dobbins
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.1 Joint Filing Agreement
</TABLE>
<PAGE> 1
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all amendments
thereto) with respect to the Common Stock, par value $.01 per share, of
COMFORCE Corporation, and further agree that this Joint Filing Agreement shall
be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is
responsible for timely filing of such Statement on Schedule 13D and any
amendments thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any
other party, unless such party knows or has reason to believe that such
information is inaccurate or incomplete.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of July 31, 1996.
DOBBINS PARTNERS, L.P.
By: Dobbins Capital Corporation,
its general partner
By: /s/ J. Robert Dobbins
----------------------------------
J. Robert Dobbins
President
DOBBINS CAPITAL CORPORATION
By: /s/ J. Robert Dobbins
----------------------------------
J. Robert Dobbins
President
/s/ J. Robert Dobbins
----------------------------------
J. Robert Dobbins
