<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).