COMFORCE CORP
8-K, 1997-10-28
COSTUME JEWELRY & NOVELTIES
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                       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):  October 28, 1997 (October 27,
1997)



                              COMFORCE Corporation
             (Exact Name of Registrant as Specified in its Charter)



                                    Delaware
                 (State or Other Jurisdiction of Incorporation)



        1-6081                                         36-2262248
(Commission File Number)                    (I.R.S. Employer Identification No.)




2001 Marcus Avenue, Lake Success, NY                                    11042
(Address of Principal Executive Offices)                              (Zip Code)




Registrant's Telephone Number, Including Area Code: (516) 328-7300

<PAGE>


ITEM 5.  OTHER EVENTS.


     COMFORCE Corporation incorporates herein the description of the transaction
included in Exhibit 99.1 to this Current Report on Form 8-K.




<PAGE>



         (c)      Exhibits

99.1              Press Release dated October 27, 1997.



<PAGE>





                                    SIGNATURE

         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.

                                     COMFORCE Corporation
                                     (Registrant)



                                     By  /s/ Andrew Reiben
                                         ---------------------------------------
                                         Andrew Reiben, Chief Accounting Officer

Dated: October 28, 1997




Exhibit 99.1                         COMFORCE Corporation
                                     2001 Marcus Avenue
                                     Lake Success, NY  11042
                                     ASE:CFS

AT THE COMPANY                         AT THE FINANCIAL RELATIONS BOARD
Paul J. Grillo                   Doug DeLieto   Christina Howard    Marty Gitlin
Chief Financial Officer         (General Info)    (Analyst Info)    (Media Info)
(516) 328-7300                                    (212) 661-8030
[email protected]


FOR IMMEDIATE RELEASE
October 27, 1997

                   COMFORCE CORPORATION COMMENCES TENDER OFFER
                      FOR SHARES OF UNIFORCE SERVICES, INC.


Lake  Success,  NY -- October  27,  1997 -- COMFORCE  Corporation  (ASE:CFS),  a
provider of staffing,  consulting and outsourcing services, announced that it is
commencing  a  tender  offer  today  for all of the  common  stock  of  Uniforce
Services,  Inc.  (ASE:UFR),   also  a  provider  of  staffing,   consulting  and
outsourcing  services.  For each  outstanding  share of Uniforce  common  stock,
COMFORCE is offering  $28.00 and 0.5217 shares of its common  stock.  The tender
offer is expected  to remain open  through  November  24, 1997 unless  extended.
COMFORCE values the transaction at approximately $105 million.

COMFORCE  and  Uniforce  announced  on August  14,  1997  that they had  reached
agreement  for  COMFORCE  to acquire  Uniforce,  and that a tender  offer  would
commence  when the  registration  statement to register the shares to be offered
was declared effective by the Securities and Exchange Commission.  The SEC today
declared effective COMFORCE's registration statement.

Following the tender offer, COMFORCE plans to merge Uniforce into a wholly-owned
subsidiary.  The board of directors of COMFORCE and Uniforce  have  approved the
proposed transactions. As previously announced, in August 1997, COMFORCE entered
into an agreement  with the holder of  approximately  60% of  Uniforce's  common
stock to tender his shares to COMFORCE and to vote in favor of the transactions.

The agreement  between  COMFORCE and Uniforce is subject to certain  conditions,
including the successful completion of necessary financing by COMFORCE. COMFORCE
has retained and is working with NatWest  Capital  Markets  Limited,  as well as
certain commercial lending institutions,  in connection with arranging necessary
financing and expects to finalize  financing  arrangements on satisfactory terms
in order to timely  complete the purchase of Uniforce  shares tendered and close
the transactions.

COMFORCE  Corporation  is a provider of  staffing,  consulting  and  outsourcing
solutions  focused  on the  high  technology  needs  of the  telecommunications,
information technology and technical market sectors worldwide.

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