SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1*
AMENDMENT NO. 3
(Final Amendment)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
UNIFORCE SERVICES, INC.
(Name of Subject Company [Issuer])
COMFORCE CORPORATION
(Bidder)
Common Stock, $0.01 par value
(Title of class of securities)
904724101
(CUSIP number of class of securities)
Christopher P. Franco
Chief Executive Officer
COMFORCE Corporation
2001 Marcus Avenue
Lake Success, New York 11042
Telephone: (516) 328-7300
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidder)
with a copy to:
David G. Edwards, Esq.
Doepken Keevican & Weiss, Professional Corporation
58th Floor, USX Tower
600 Grant Street
Pittsburgh, PA 15219
Telephone: (412) 355-2743
Calculation of Filing Fee
Transaction Valuation(1) Amount of filing fee(2)
$98,256,245 $19,651.25
- ----------
1/ For purposes of calculating the filing fee only. This calculation assumes the
purchase of 3,038,543 shares of Common Stock, $.01 par value, of Uniforce
Services, Inc. for $28 per share in cash and 0.5217 shares of Common Stock, par
value $0.01 per share, of COMFORCE Corporation ("COMFORCE Common Stock") at the
average per share price of $8.3125 representing the average of the high and low
prices of COMFORCE Common Stock listed on the American Stock Exchange on October
23, 1997.
2/ The amount of the filing fee equals 1/50th of one percent of the aggregate
value of cash and securities offered by COMFORCE Corporation for such number of
shares.
* This Statement is also being filed to satisfy the reporting requirements of
Section 13(d) of the Securities Exchange Act of 1934, as amended.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $19,652 Filing Party: COMFORCE Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: October 27, 1997
<PAGE>
1) Names of Reporting Persons S.S. or I.R.S. Identification No. of above
Persons
COMFORCE Corporation 36-2262248
2) Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b)
3) SEC Use Only ______________________________________________________
4) Source of Funds
WC, BK, OO
5) [ ] Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6) Citizenship or Place of Organization
Delaware
7) Aggregate Amount Beneficially Owned by Each Reporting Person
None
8) [ ] Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares
9) Percent of Class Represented by Amount in Row 7
-0-%
10) Type of Reporting Person
CO
[2]
<PAGE>
This Amendment No. 3 (Final Amendment) to the Schedule 14D-1 of COMFORCE
Corporation with respect to its offer to purchase any and all of the outstanding
shares of common stock of Uniforce Services Inc. is being filed to include as
exhibit (a)(12) the text of the press release issued November 26, 1997
announcing the expiration of the offer and acceptance of tendered shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Prospectus/Proxy Statement, dated October 27, 1997.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery. *
(a)(4) Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.*
(a)(5) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Text of Press Release, dated October 27, 1997, issued by the Offeror.*
(a)(8) Chairmen's Letter, dated October 27, 1997.*
(a)(9) Prospectus Supplement, dated November 19, 1997.*
(a)(10) Text of Press Release, dated November 19, 1997.*
(a)(11) Copy of Quarterly Report on Form 10-Q of Uniforce Services, Inc.*
(a)(12) Text of Press Release, dated November 26, 1997.
(b)(1) Form of Purchase Agreement, dated November 19, 1997 between COMFORCE
Operating, Inc. and NatWest Capital Markets Limited regarding 12%
Senior Notes due 2007.*
(b)(2) Form of Purchase Agreement, dated November 19, 1997 between COMFORCE
Corporation and NatWest Capital Markets Limited regarding 15% Senior
Secured PIK Debentures due 2009.*
(b)(3) Commitment Letter, dated November 18, 1997, from Heller Financial,
Inc.*
(c)(1) Agreement and Plan of Merger, dated as of August 13, 1997, by and
between Offeror, COMFORCE Columbus, Inc., a wholly-owned subsidiary of
the Offeror and the Company.*
(c)(2) Shareholder's Agreement, dated as of August 13, 1997, by and among
COMFORCE Corporation, COMFORCE Columbus, Inc., John Fanning and
Fanning Asset Partners, L.P.*
(c)(3) Registration Rights Agreement, dated as of August 13, 1997, by and
among COMFORCE Corporation, COMFORCE Columbus, Inc., John Fanning and
Fanning Asset Partners, L.P.*
(d) Opinion of Doepken Keevican & Weiss Professional Corporation.*
[3]
<PAGE>
(e)(1) Prospectus/Proxy Statement filed as Exhibit (a)(i) above.*
(e)(2) Prospectus Supplement filed as Exhibit (a)(9) above.*
(f) Not applicable.
* Previously filed
SIGNATURE
After due 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.
Dated: November 26, 1997
COMFORCE CORPORATION
By: /s/Christopher P. Franco
-------------------------------
Christopher P. Franco
Chief Executive Officer
[4]
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
(a)(1) Prospectus/Proxy Statement, dated October 27, 1997 (included as an
exhibit to Schedule 14D-1 filed by COMFORCE Corporation on October 27,
1997 and incorporated herein by reference).
(a)(2) Letter of Transmittal (included as an exhibit to Schedule 14D-1 filed
by COMFORCE Corporation on October 27, 1997 and incorporated herein by
reference).
(a)(3) Notice of Guaranteed Delivery (included as an exhibit to Schedule
14D-1 filed by COMFORCE Corporation on October 27, 1997 and
incorporated herein by reference).
(a)(4) Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees (included as an exhibit to
Schedule 14D-1 filed by COMFORCE Corporation on October 27, 1997 and
incorporated herein by reference).
(a)(5) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees (included as an exhibit to Schedule 14D-1
filed by COMFORCE Corporation on October 27, 1997 and incorporated
herein by reference).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (included as an exhibit to Schedule 14D-1 filed by
COMFORCE Corporation on October 27, 1997 and incorporated herein by
reference).
(a)(7) Text of Press Release, dated October 27, 1997, issued by the Offeror
(included as an exhibit to Schedule 14D-1 filed by COMFORCE
Corporation on October 27, 1997 and incorporated herein by reference).
(a)(8) Chairmen's Letter, dated October 27, 1997 (included as an exhibit to
Schedule 14D-1 filed by COMFORCE Corporation on October 27, 1997 and
incorporated herein by reference).
(a)(9) Prospectus Supplement, dated November 19, 1997 (included as an exhibit
to Amendment No. 1 to Schedule 14D-1 filed by COMFORCE Corporation on
November 19, 1997 and incorporated herein by reference).
(a)(10) Text of Press Release, dated November 19, 1997 (included as an exhibit
to Amendment No. 1 to Schedule 14D-1 filed by COMFORCE Corporation on
November 19, 1997 and incorporated herein by reference).
(a)(11) Quarterly Report on Form 10-Q of Uniforce Services, Inc. (filed on
November 11, 1997).
(a)(12) Text of Press Release, dated November 26, 1997.
(b)(1) Form of Purchase Agreement, dated November 19, 1997 between COMFORCE
Operating, Inc. and NatWest Capital Markets Limited regarding 12%
Senior Notes due 2007 (included as an exhibit to
[5]
<PAGE>
Amendment No. 2 to Schedule 14D-1 filed by COMFORCE Corporation on
November 20, 1997 and incorporated herein by reference).
(b)(2) Form of Purchase Agreement, dated November 19, 1997 between COMFORCE
Corporation and NatWest Capital Markets Limited regarding 15% Senior
Secured PIK Debentures due 2009 (included as an exhibit to Amendment
No. 2 to Schedule 14D-1 filed by COMFORCE Corporation on November 20,
1997 and incorporated herein by reference).
(b)(3) Commitment Letter, dated November 18, 1997 from Heller Financial, Inc.
(included as an exhibit to Amendment No. 1 to Schedule 14D-1 filed by
COMFORCE Corporation on November 19, 1997 and incorporated herein by
reference).
(c)(1) Agreement and Plan of Merger, dated as of August 13, 1997, by and
between the Offeror, COMFORCE Columbus, Inc. and the Company (included
as an exhibit to Current Report on Form 8- K filed by COMFORCE
Corporation on August 20, 1997 and incorporated herein by reference).
(c)(2) Shareholder's Agreement, dated as of August 13, 1997, by and among
COMFORCE Corporation, COMFORCE Columbus, Inc., John Fanning and
Fanning Asset Partners, L.P. (included as an exhibit to Current Report
on Form 8-K filed by COMFORCE Corporation on August 20, 1997 and
incorporated herein by reference).
(c)(3) Registration Rights Agreement, dated as of August 13, 1997, by and
among COMFORCE Corporation, COMFORCE Columbus, Inc., John Fanning and
Fanning Asset Partners, L.P. (included as an exhibit to Amendment No.
2 to Registration Statement on Form S-4 filed by the Company on
October 24, 1997 and incorporated herein by reference).
(d) Opinion of Doepken Keevican & Weiss Professional Corporation (included
as an exhibit to Amendment No. 2 to Registration Statement on Form S-4
filed by the Company on October 24, 1997 and incorporated herein by
reference).
(e)(1) Prospectus/Proxy Statement, dated October 27, 1997 (filed as Exhibit
(a)(1) above).
(e)(2) Prospectus Supplement, dated November 19, 1997 (filed as Exhibit
(a)(9) above).
<PAGE>
Exhibit (a)(12)
FOR IMMEDIATE RELEASE
November 26, 1997
COMFORCE CORPORATION ANNOUNCES CLOSING
OF TENDER OFFER FOR UNIFORCE SERVICES, INC.;
ACCEPTANCE OF SHARES REPRESENTING APPROXIMATELY
96.5% OF THE OUTSTANDING UNIFORCE SHARES;
SPECIAL MEETING OF UNIFORCE SHAREHOLDERS CANCELED
Lake Success, NY, November 26, 1997 -- COMFORCE Corporation (ASE:CFS), a
leading provider of high-tech professional staffing, consulting and outsourcing
services, announced today that its previously announced tender offer for
Uniforce Services, Inc. (ASE:UFR) expired as scheduled at 12:00 midnight last
night. At the expiration of the offer 2,931,741 shares, representing
approximately 96.5% of the issued and outstanding shares of Uniforce Common
Stock were tendered and accepted for payment by COMFORCE.
As a result, COMFORCE has caused its representatives to be appointed to
control the board of directors of Uniforce and Uniforce has become a subsidiary
of COMFORCE with approximately 3.5% of its common stock still held by the
public. Trading in Uniforce Shares will not resume on the American Stock
Exchange.
Early next week COMFORCE expects to complete the merger of its wholly-owned
acquisition subsidiary into Uniforce at which time Uniforce will become a
wholly-owned subsidiary of COMFORCE and the remaining public shareholders of
Uniforce will receive the right to receive consideration equal to that which
COMFORCE paid in the tender offer.
Since COMFORCE now owns in excess of ninety percent of the voting stock of
Uniforce, COMFORCE expects to consummate the merger without the need for the
vote of the Uniforce shareholders. As a result the special meeting of the
shareholders of Uniforce scheduled for December 2, 1997 has been canceled.
COMFORCE Corporation is a leading provider of staffing, consulting and
outsourcing solutions focused on the high technology needs of the
telecommunications, information technology and technical market sectors
worldwide.
