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Previous: COMFORCE CORP, S-3/A, 1997-07-25 |
Next: BENEFICIAL CORP, 424B5, 1997-07-25 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
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)
July 3, 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 207,603
Power
Beneficially
(8) Shared Voting 86,556
Owned by Each Power
Reporting Person (9) Sole Dispositive 207,603
Power
with:
(10) Shared Dispositive 86,556
Power
(11) Aggregate Amount Beneficially Owned 294,159
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 2.2%
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 29,250
Power
Beneficially
(8) Shared Voting 264,909
Owned by Each Power
Reporting Person (9) Sole Dispositive 29,250
Power
with:
(10) Shared Dispositive 264,909
Power
(11) Aggregate Amount Beneficially Owned 294,159
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 2.2%
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 31,530
Power
Beneficially
(8) Shared Voting 262,629
Owned by Each Power
Reporting Person (9) Sole Dispositive 31,530
Power
with:
(10) Shared Dispositive 262,629
Power
(11) Aggregate Amount Beneficially Owned 294,159
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 2.2%
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 17,183
Power
Beneficially
(8) Shared Voting 276,976
Owned by Each Power
Reporting Person (9) Sole Dispositive 17,183
Power
with:
(10) Shared Dispositive 276,976
Power
(11) Aggregate Amount Beneficially Owned 294,159
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 2.2%
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 8,593
Power
Beneficially
(8) Shared Voting 285,566
Owned by Each Power
Reporting Person (9) Sole Dispositive 8,593
Power
with:
(10) Shared Dispositive 285,566
Power
(11) Aggregate Amount Beneficially Owned 294,159
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
(13) Percent of Class Represented by 2.2%
Amount in Row (11)
(14) Type of Reporting Person* CO
</TABLE>
* SEE INSTRUCTIONS
<PAGE> 7
AMENDMENT NO. 4
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
(the "Original Filing"), as amended by Amendment No. 1 to the Original Filing
on April 9, 1997 ("Amendment No. 1"), Amendment No. 2 to the Original Filing on
April 14, 1997, ("Amendment No. 2") and Amendment No. 3 to the original Filing
on June 11, 1997 ("Amendment No. 3") is further amended and supplemented by
this Amendment No. 4 as set forth herein. Except as otherwise provided herein,
capitalized terms used in this Amendment No. 4 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:
As further described in further detail in Item 5 below, the Reporting
Persons sold an aggregate of 519,600 shares of Common Stock of the Issuer in
separate open market transactions during that period from June 10, 1997 through
July 14, 1997 decreasing its position to less than five percent (5%) of the
Issuer's outstanding Common Stock.
4. PURPOSE OF TRANSACTION.
NOT AMENDED.
<PAGE> 8
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
294,159 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 2.2%
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 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 15,719 13,512 155,884 43,044 12,000 10,000 24,000 20,000
Seacrest 0 29,231 29,250 169,678 0 22,000 0 44,000
Fairway 5,736 23,495 13,794 185,134 4,000 18,000 8,000 36,000
Emerging 5,183 24,048 0 198,928 4,000 18,000 8,000 36,000
Opp.
Global 2,593 26,638 0 198,928 2,000 20,000 4,000 40,000
Growth
</TABLE>
<PAGE> 9
The response to Item 5(c) is hereby amended to add the following:
(c) During the period from June 10, 1997 through July
14, 1997, the Reporting Persons disposed of an
aggregate of 519,600 Shares of Common Stock of the
Issuer in the open market. The total sales proceeds
derived from these transactions was $3,379,292.50.
Specifically, the Reporting Persons listed below
effected the following market trades on the dates
indicated:
<TABLE>
<CAPTION>
Reporting Persons
--------------------------
Date Infinity Seacrest Fairway Price/Share Amount
------------- ------------- ------------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
6/10/97 3,150 1,350 -- 6.3472 $ 28,562.40
6/11/97 18,900 8,100 -- 6.2546 168,874.20
6/24/97 3,290 1,410 -- 6.2500 29,375.00
6/25/97 3,920 1,680 -- 6.2500 35,000.00
6/26/97 26,600 11,400 -- 6.2500 237,500.00
7/2/97 14,000 6,000 -- 6.3141 126,282.00
7/3/97 127,281 27,519 -- 6.5321 1,011,169.08
7/7/97 31,300 -- -- 6.5921 206,332.73
7/8/97 30,000 -- -- 7.0127 210,381.00
7/9/97 12,400 -- -- 6.9773 86,518.52
7/10/97 35,000 -- -- 6.5943 230,800.50
7/11/97 57,300 -- -- 6.3879 366,026.67
7/14/97 55,000 -- 44,000 6.4896 642,470.40
-------------
$3,379,292.50
=============
</TABLE>
In addition, the Reporting Person reports that the
Issuer issued the following number of shares of
restricted stock on June 27, 1997 in lieu of
interest payable to such Reporting Persons in
connection with the transactions described herein.
<TABLE>
<CAPTION>
Reporting Person Interest Shares
---------------- ---------------
<S> <C>
Infinity 15,545
Seacrest 0
Fairway 5,183
Emerging Opp. 5,183
Global Growth 2,593
</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.
The response to Item 5(e) is hereby amended and
restated, in its entirety, as follows:
(e) The Reporting Persons ceased to beneficially
own five percent (5%) of the Common Stock of
the Issuer on July 3, 1997.
<PAGE> 10
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. 4
to Schedule 13D is true, complete and correct.
Date: July 22, 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).
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