<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
COMFORCE CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
20038K109
- --------------------------------------------------------------------------------
(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201 (214) 761-4309
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 1997
- --------------------------------------------------------------------------------
(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. [ ]
(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 (5%)
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
(5%) 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, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE> 2
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 1,107,483
Power
Beneficially
(8) Shared Voting 305,536
Owned by Each Power
Reporting Person (9) Sole Dispositive 1,107,483
Power
with:
(10) Shared Dispositive 305,536
Power
(11) Aggregate Amount Beneficially Owned 1,413,019
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 10.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 3
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Seacrest Capital Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 192,639
Power
Beneficially
(8) Shared Voting 1,220,380
Owned by Each Power
Reporting Person (9) Sole Dispositive 192,639
Power
with:
(10) Shared Dispositive 1,220,380
Power
(11) Aggregate Amount Beneficially Owned 1,413,019
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 10.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 4
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Fairway Capital Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 106,897
Power
Beneficially
(8) Shared Voting 1,306,122
Owned by Each Power
Reporting Person (9) Sole Dispositive 106,897
Power
with:
(10) Shared Dispositive 1,306,122
Power
(11) Aggregate Amount Beneficially Owned 1,413,019
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 10.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 5
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Infinity Emerging Opportunities Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 4,000
Power
Beneficially
(8) Shared Voting 1,409,019
Owned by Each Power
Reporting Person (9) Sole Dispositive 4,000
Power
with:
(10) Shared Dispositive 1,409,019
Power
(11) Aggregate Amount Beneficially Owned 1,413,019
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 10.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 6
CUSIP No. 20038K109 13D
<TABLE>
<S> <C> <C> <C>
(1) Name of Reporting Person Global Growth Limited
I.R.S. Identification N/A
No. of Above Person
(2) Check the Appropriate Box if a (a) [X]
Member of a Group* (b) [ ]
(3) SEC Use Only
(4) Source of Funds* WC
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7) Sole Voting 2,000
Power
Beneficially
(8) Shared Voting 1,411,019
Owned by Each Power
Reporting Person (9) Sole Dispositive 2,000
Power
with:
(10) Shared Dispositive 1,411,019
Power
(11) Aggregate Amount Beneficially Owned 1,413,019
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 10.8%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 7
AMENDMENT NO. 1
TO
SCHEDULE 13D
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the common stock, par value
$.01 per share (the "Common Stock") of COMFORCE Corporation, a Delaware
corporation (the "Issuer"), filed jointly by (i) Infinity Investors Limited,
(ii) Seacrest Capital Limited, (iii) Fairway Capital Limited, (iv) Infinity
Emerging Opportunities Limited and (v) Global Growth Limited, each Nevis, West
Indies business corporations (collectively, the "Reporting Persons") filed on
March 11, 1997, Accession Number 0000950134-97-001719 (the "Original Filing"),
is amended and supplemented by this Amendment No. 1 as set forth herein. Except
as otherwise provided herein, capitalized terms used in this Amendment No. 1
shall have the meanings ascribed to such terms in the Original Filing.
1. SECURITY AND ISSUER.
NOT AMENDED.
2. IDENTITY AND BACKGROUND.
NOT AMENDED.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 is hereby amended to add the following:
Effective April 4, 1997, the Issuer issued the following number of
Bonus Shares (as defined in Item 5(b) of the Original Filing) to the following
Reporting Persons:
<TABLE>
<CAPTION>
Reporting Person Bonus Shares
---------------- ------------
<S> <C>
Infinity (Tranche I) 140,339
Infinity (Tranche II) 158,474
Seacrest 63,389
Fairway 23,389
=======
TOTAL 385,591
</TABLE>
No additional consideration was paid by the Reporting Persons in connection
with the issuance of the Bonus Shares pursuant to the terms of the applicable
Purchase Agreement.
On April 2 and 3, 1997, the Reporting Persons disposed of an aggregate
of 3,500 shares of Common Stock of the Issuer in two separate open market
transactions at a price of $7.25 per share for an aggregate sales price of
$25,375. See Item 5(c) to this Amendment No. 1 to Schedule 13D for further
information concerning the Reporting Persons market transactions.
<PAGE> 8
4. PURPOSE OF TRANSACTION.
The response to Item 4 is hereby amended to add the following:
The Bonus Shares were issued to the Reporting Persons pursuant to the
terms of the applicable Purchase Agreements and were acquired for investment
purposes only. Each of the Reporting Persons holding Bonus Shares may,
depending upon its continuing assessment of pertinent factors, elect to dispose
of some or all of such Bonus Shares from time to time by means of privately
negotiated sales, market transactions or otherwise.
5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5(a) is hereby amended and restated, in its
entirety, to read as follows:
(a) The Reporting Persons, as a group, may be deemed to
be the beneficial owners of an aggregate of 1,413,019
shares of Common Stock (of which an aggregate of
220,928 shares of Common stock are acquirable upon
exercise of the December Warrants and the February
Warrants) constituting approximately 10.8% of the
outstanding Common Stock of the Issuer (based on
12,819,649 shares of Common Stock outstanding at
March 27, 1997 pursuant to the Issuer's Annual Report
on Form 10-K for the year ended December 31, 1996
(the "10-K")).
Individually and without reference to the "group"
described above, Infinity, Seacrest, Fairway,
Emerging Opportunities and Global Growth may be
deemed to be the beneficial owners of 1,107,483,
192,639, 106,897, 4,000 and 2,000 shares of Common
Stock, respectively, (of which 167,884, 29,250,
17,794, 4,000 and 2,000 shares of Common Stock are
acquirable by such Reporting Persons, respectively,
upon exercise of the December Warrants and the
February Warrants). Accordingly, based on the
information contained in the 10-K, Infinity,
Seacrest, Fairway, Emerging Opportunities and Global
Growth may be deemed the beneficial owners of 8.5%,
1.5%, .8%, .03% and .02%, respectively, of the
outstanding Common Stock of the Issuer.
The response to Item 5(b) is hereby amended and restated in its
entirety, as follows:
(b) Each of the Reporting Persons believes that it has
sole voting and dispositive power over the Shares
held by it, but acknowledges that, because it is a
member of a "group" as such term is used in Rule
13d-5, it may be deemed to have shared voting and
dispositive power over the Shares held by the other
Reporting Persons. Furthermore, upon acquisition of
any Warrant Shares, each Reporting Person anticipates
that it would have sole voting and dispositive power
over all of the Warrant Shares acquired as a result
thereof, but acknowledges that, because it is a
member of a "group" as such term is used in Rule
13d-5, it may be deemed to have shared voting and
dispositive power over the Warrant Shares held by the
other Reporting Persons. However, pursuant to Rule
13d-4, each Reporting Person disclaims beneficial
ownership of those Shares or Warrant Shares over
which it does not have sole voting and dispositive
power.
<PAGE> 9
The table below summarizes the number of Shares,
December Warrant Shares and February Warrant Shares
over which each Reporting Person holds sole voting
and dispositive power and shared voting and
dispositive power:
<TABLE>
<CAPTION>
COMMON STOCK DECEMBER WARRANT SHARES FEBRUARY WARRANT SHARES
----------------------------- ----------------------------- -----------------------------
SOLE VOTING/ SHARED VOTING/ SOLE VOTING/ SHARED VOTING/ SOLE VOTING/ SHARED VOTING/
DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE
------------ -------------- ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Infinity 939,599 252,492 155,884 43,044 12,000 10,000
Seacrest 163,389 1,028,702 29,250 169,678 0 22,000
Fairway 89,103 1,102,988 13,794 185,134 4,000 18,000
Emerging Opp. 0 806,500 0 198,928 4,000 18,000
Global Growth 0 806,500 0 198,928 2,000 20,000
</TABLE>
In addition to the February Warrant Shares described
above, each of Infinity, Fairway, Emerging
Opportunities and Global Growth may be issued an
indeterminable number of additional shares of Common
Stock pursuant to the terms of the respective Bridge
Loan Agreements (collectively, the "Additional Bridge
Warrants"). The exact number of Additional Bridge
Warrants potentially acquirable by each such
Reporting Person is determined by reference to the
formula contained in the applicable Bridge Loan
Agreements and, in each case, is affected by the
market price of the Issuer's Common Stock as of
specified dates and the Issuer's ability to repay the
$12.5 million aggregate principal amount of 8%/10%
Subordinated Convertible Debentures (the "Bridge
Notes") issued in connection with Bridge Loan
Agreements. A form of Bridge Note was attached as
Exhibit 99.9 to the Original Filing.
The response to Item 5(c) is hereby amended to add the following:
(c) Except as specified herein or in the Original Filing,
the Reporting Persons have effected only the
following transactions in the shares of Common Stock
of the Issuer within the preceding sixty (60) days:
<TABLE>
<CAPTION>
REPORTING PERSON DATE TYPE OF TRANSACTION NO. SHARES PRICE/SHARE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Infinity April 2, 1997 Market Sale 500 7.25
Infinity April 3, 1997 Market Sale 3,000 7.25
</TABLE>
(d) NOT AMENDED.
(e) NOT AMENDED.
6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
NOT AMENDED.
7. MATERIAL TO BE FILED AS EXHIBITS.
NOT AMENDED.
<PAGE> 10
SIGNATURE
After reasonable inquiry, I certify that to the best of my
knowledge and belief the information set forth in this Amendment No. 1
to Schedule 13D is true, complete and correct.
Date: April 8, 1997
INFINITY INVESTORS LIMITED
By: /s/ James A. Loughran
-----------------------------------
James A. Loughran
Director
SEACREST CAPITAL LIMITED
By: /s/ James E. Martin
-----------------------------------
James E. Martin
President
FAIRWAY CAPITAL LIMITED
By: /s/ James E. Martin
-----------------------------------
James E. Martin
President
INFINITY EMERGING
OPPORTUNITIES LIMITED
By: /s/ James E. Martin
-----------------------------------
James E. Martin
Director
GLOBAL GROWTH LIMITED
By: /s/ James E. Martin
-----------------------------------
James E. Martin
Director
Attention: Intentional misstatements or
omissions of fact constitute federal
criminal violations (see 18 U.S. C. 1001).
