COMFORCE CORP
SC 13D/A, 1997-06-11
COSTUME JEWELRY & NOVELTIES
Previous: AMERICASBANK CORP, SB-1, 1997-06-10
Next: APPLIED MATERIALS INC /DE, 10-Q, 1997-06-11



<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                AMENDMENT NO. 3
                                       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)

                                  May 30, 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.  G
(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>
(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                 540,549
                                             Power                    
            Beneficially                                              
                                     (8)     Shared Voting               145,206
          Owned by Each                      Power                    
                                                                      
         Reporting Person            (9)     Sole Dispositive            540,549
                                             Power                    
               with:                                                  
                                     (10)    Shared Dispositive          145,206
                                             Power                    

(11)     Aggregate Amount Beneficially Owned                             685,755
         by Each Reporting Person

(12)     Check Box if the Aggregate Amount in                                [ ]
         Row (11) Excludes Certain Shares*

(13)     Percent of Class Represented by                                   5.07%
         Amount in Row (11)

(14)     Type of Reporting Person*                                            CO

*        SEE INSTRUCTIONS
</TABLE>
<PAGE>   3
CUSIP No. 20038K109                    13D


<TABLE>
<S>      <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                  56,859
                                             Power                    
            Beneficially                                              
                                     (8)     Shared Voting               628,896
          Owned by Each                      Power                    
                                                                      
         Reporting Person            (9)     Sole Dispositive             56,859
                                             Power                    
               with:                                                  
                                     (10)    Shared Dispositive          628,896
                                             Power                    

(11)     Aggregate Amount Beneficially Owned                             685,755
         by Each Reporting Person

(12)     Check Box if the Aggregate Amount in                                [ ]
         Row (11) Excludes Certain Shares*

(13)     Percent of Class Represented by                                   5.07%
         Amount in Row (11)

(14)     Type of Reporting Person*                                            CO
</TABLE>


*         SEE INSTRUCTIONS
<PAGE>   4
CUSIP No. 20038K109                    13D


<TABLE>
<S>      <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                 84,347
                                              Power                  
            Beneficially                                             
                                      (8)     Shared Voting              601,408
          Owned by Each                       Power                  
                                                                     
         Reporting Person             (9)     Sole Dispositive            84,347
                                              Power                  
               with:                                                 
                                      (10)    Shared Dispositive         601,408
                                              Power                  

(11)     Aggregate Amount Beneficially Owned                             685,755
         by Each Reporting Person

(12)     Check Box if the Aggregate Amount in                                [ ]
         Row (11) Excludes Certain Shares*

(13)     Percent of Class Represented by                                   5.07%
         Amount in Row (11)

(14)     Type of Reporting Person*                                            CO
</TABLE>


*         SEE INSTRUCTIONS
<PAGE>   5
CUSIP No. 20038K109                    13D


<TABLE>
<S>      <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                 12,000
                                              Power                  
            Beneficially                                             
                                      (8)     Shared Voting              673,755
          Owned by Each                       Power                          
                                                                     
         Reporting Person             (9)     Sole Dispositive            12,000
                                              Power                  
               with:                                                 
                                      (10)    Shared Dispositive         673,755
                                              Power                  

(11)     Aggregate Amount Beneficially Owned                             685,755
         by Each Reporting Person

(12)     Check Box if the Aggregate Amount in                                [ ]
         Row (11) Excludes Certain Shares*

(13)     Percent of Class Represented by                                   5.07%
         Amount in Row (11)

(14)     Type of Reporting Person*                                            CO
</TABLE>


*         SEE INSTRUCTIONS
<PAGE>   6
CUSIP No. 20038K109                    13D


<TABLE>
<S>      <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                  6,000
                                              Power                  
            Beneficially                                             
                                      (8)     Shared Voting              679,755
          Owned by Each                       Power                  
                                                                     
         Reporting Person             (9)     Sole Dispositive             6,000
                                              Power                  
               with:                                                 
                                      (10)    Shared Dispositive         679,755
                                              Power                  

(11)     Aggregate Amount Beneficially Owned                             685,755
         by Each Reporting Person

(12)     Check Box if the Aggregate Amount in                                [ ]
         Row (11) Excludes Certain Shares*

(13)     Percent of Class Represented by                                   5.07%
         Amount in Row (11)

(14)     Type of Reporting Person*                                            CO
</TABLE>


*         SEE INSTRUCTIONS
<PAGE>   7



                                AMENDMENT NO. 3
                                       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") on March
11, 1997, Accession Number 0000950134-97-001719 (the "Original Filing"), as
amended by Amendment No. 1 to the Original Filing on April 9, 1997, Accession
Number 0000950134-97-002745 (the "Amendment No. 1"), and Amendment No. 2 to the
Original Filing on April 14, 1997, Accession Number 0000950134-97-002890 (the
"Amendment No. 2"), is further amended and supplemented by this Amendment No. 3
as set forth herein. Except as otherwise provided herein, capitalized terms
used in this Amendment No. 3 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:

         Pursuant to a put option granted by the Issuer to each of Infinity and
Fairway (the "Put Option"), the terms of which are contained in that Letter
Agreement dated February 27, 1997 between the Issuer, Infinity and Fairway (the
"Letter Agreement") (which such Letter Agreement has been filed as Exhibit 99.6
to the Original Filing and is incorporated herein by reference) the Issuer
repurchased, effective May 30, 1997, 133,657 Shares of Common Stock from
Infinity and 22,275 Shares of Common Stock from Fairway, for a purchase price
equal to $7d per share. Accordingly, the Issuer paid an aggregate purchase
price of approximately $985,714 to Infinity and $164,286 to Fairway in
connection with the exercise of the Put Option (exclusive of an aggregate of
$15,000 in default interest accruing on such payment from the date of exercise
of the Put Option).

         In addition, Infinity and Fairway exercised the Put Option with
respect to an additional 133,657 Shares and 22,275 Shares, respectively, as of
May 28, 1997 as a result of the Issuer's failure to repay or redeem the Bridge
Notes by such date. Although the May 28, 1997 exercise of
<PAGE>   8



the Put Option has not been consummated as of the date of this filing, it is
expected to close within 60 days from the date hereof. As a result, the 155,932
Shares to be acquired by the Reporting Persons have been included in the number
of shares deemed beneficially owned hereunder. The purchase price to be paid by
the Issuer for such additional shares shall be $7d per share or an aggregate
$1,150,000. In the event the Issuer fails to repay or redeem the Bridge Notes
by June 27, 1997 or July 27, 1997, Infinity and Fairway shall have the option
to require the Issuer to purchase additional Shares of the Issuer for the
prices and at the terms specified in the Letter Agreement.

         In addition, an aggregate of 44,000 Additional Bridge Warrants (as
hereinafter defined) were issued and became exercisable by the Reporting
Persons on the following dates:

<TABLE>
<CAPTION>
         Reporting Person                            Additional Bridge Warrants 
         ----------------                          -----------------------------
                                                   April 26, 1997  May 28, 1997
                                                   --------------  ------------
         <S>                                           <C>              <C>   
         Infinity                                      12,000           12,000
         Fairway                                        4,000            4,000
         Emerging Opp.                                  4,000            4,000
         Global Growth                                  2,000            2,000
</TABLE>

         The Reporting Persons may receive subsequent issuances of Additional
Bridge Warrants as described in response to Item 5(b) to this Statement on
Schedule 13D.

4.       PURPOSE OF TRANSACTION.

         NOT AMENDED.

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 685,755
                          shares of Common Stock (of which an aggregate of
                          264,928 shares of Common stock are acquirable upon
                          exercise of the December Warrants, the February
                          Warrants and the Additional Bridge Warrants)
                          constituting approximately 6.6% of the outstanding
                          Common Stock of the Issuer (based on 13,259,025
                          shares of Common Stock outstanding at May 5, 1997
                          pursuant to the Issuer's Quarterly Report on Form
                          10-Q for the quarter ended March 31, 1997 (the
                          "10-Q")).

                          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 540,549,
                          56,859, 84,347, 12,000 and 6,000 shares of Common
                          Stock, respectively, (of which 191,884, 29,250,
                          25,794, 12,000 and 6,000 shares of Common Stock are
                          acquirable by such Reporting Persons, respectively,
                          upon exercise of the December Warrants, the February
                          Warrants and the Additional Bridge Warrants).
                          Accordingly, based on the information contained in
                          the 10-Q, Infinity, Seacrest, Fairway, Emerging
                          Opportunities and Global Growth may be deemed the
                          beneficial
<PAGE>   9



                          owners of 4.02%, .43%, .6%, .09% and .05%,
                          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.

                          The table below summarizes the number of Shares,
                          December Warrant Shares, February Warrant Shares and
                          Additional Bridge Warrants 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   ADDITIONAL BRIDGE WARRANTS
                     ------------------------    ------------------------   ------------------------  -------------------------- 
                        SOLE         SHARED        SOLE         SHARED         SOLE        SHARED         SOLE          SHARED
                       VOTING/      VOTING/      VOTING/       VOTING/       VOTING/       VOTING/       VOTING/       VOTING/
                     DISPOSITIVE  DISPOSITIVE   DISPOSITIVE  DISPOSITIVE    DISPOSITIVE  DISPOSITIVE   DISPOSITIVE   DISPOSITIVE
                     -----------  -----------   -----------  -----------    -----------  -----------   -----------   -----------
     <S>                <C>       <C>             <C>           <C>            <C>           <C>           <C>           <C>
     Infinity           348,665    72,162         155,884        43,044        12,000        10,000        24,000        20,000
     Seacrest            27,609   393,218          29,250       169,678             0        22,000             0        44,000
     Fairway             44,553   376,274          13,794       185,134         4,000        18,000         8,000        36,000
     Emerging Opp.            0   420,827               0       198,928         4,000        18,000         8,000        36,000
     Global Growth            0   420,827               0       198,928         2,000        20,000         4,000        40,000
</TABLE>

                          In addition to the securities 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. Except to the extent
                          specifically set forth in the foregoing chart, the
                          number of shares reported as beneficially owned by
                          the Reporting Persons herein excludes any shares
                          issuable in connection with the exercise of
                          Additional Bridge Warrants not outstanding at the
                          date of
<PAGE>   10



                          this Amendment No. 3. 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)              During the period from April 10, 1997 through June 9,
                          1997, the Reporting Persons disposed of an aggregate
                          of 200,700 Shares of Common Stock of the Issuer in
                          the open market. The total sales proceeds derived
                          from these transactions was $1,263,618. Specifically,
                          the Reporting Persons listed below effected the
                          following trades on the dates indicated:

<TABLE>
<CAPTION>
                                           Reporting Persons
                                           -----------------
                          Date             Infinity    Seacrest     Price/Share        Amount  
                          ----             --------    --------     -----------      ----------
                          <S>              <C>        <C>          <C>            <C>
                          4/10/97          70,000      30,000       6.2500         $   625,000
                          4/14/97           1,750         750       6.2500              15,625
                          4/15/97             350         150       6.2500               3,125
                          4/16/97           1,050         450       6.2500               9,375
                          4/22/97             700         300       6.3750               6,375
                          4/24/97           3,360       1,440       6.2500              30,000
                          5/2/97            1,700                   6.2500              10,625
                          5/5/97            1,000                   6.2500               6,250
                          5/6/97              500                   6.2500               3,125
                          6/2/97           15,300       6,600       6.6421             145,462
                          6/3/97           15,330       6,570       6.2500             136,875
                          6/5/97            3,150       1,350       6.2500              28,125
                          6/6/97           20,650       8,850       6.2500             184,375
                          6/9/97            6,580       2,820       6.3065              59,281
                                                                                   -----------
                                                                                    $1,263,618
                                                                                   ===========
</TABLE>

                          Except as specifically set forth herein, the
                          Reporting Persons have not effected any transactions
                          in the shares of Common Stock of the Issuer within
                          the preceding sixty (60) days.

         (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>   11



                                   SIGNATURE

                 After reasonable inquiry, I certify that to the best of my
         knowledge and belief the information set forth in this Amendment No. 3
         to Schedule 13D is true, complete and correct.

Date:  June 10, 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).


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission