UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
COMFORCE CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
544118
(CUSIP Number)
Christopher P. Franco
2001 Marcus Avenue
Lake Success, NY 11042
(516) 328-7300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 25, 1998
(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 [ ].
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 544118
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher P. Franco
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 112,500
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 112,500
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,500
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 2 ("Amendment") amends the statement on Schedule 13D
filed by the Reporting Person (as defined below) with the Commission on
September 15, 1998 with respect to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of COMFORCE Corporation. This Amendment supplements
and amends the information set forth in the original statement and first
amendment thereof by restating the Items or subsections thereof set forth
herein. All capitalized terms shall have the meanings set forth in the original
statement on Form 13D and the first amendment thereof.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on September 25, 1998, the Reporting Person
beneficially owned an aggregate of 112,250 shares of Common Stock, which
constituted approximately 0.7% of the 15,790,747 shares of Common Stock
outstanding at July 31, 1998 as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
(b) The Reporting Person has the sole power to vote or direct the vote and
to dispose or to direct the disposition of all of the shares beneficially owned
by him.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On September 25, 1998, the Reporting Person sold 889,794 shares of the
Issuer's Common Stock for a price of $6.62 per share pursuant to a Stock
Purchase and Sale Agreement. These shares represented all of the shares of the
Issuer's Common Stock deemed to be beneficially owned by the Reporting Person
other than options to purchase 112,250 shares held by him. Upon completion of
the transaction, the Reporting Person ceased to beneficially own more than 5% of
the Issuer's Common Stock.
Upon completion of this transaction, the Reporting Person relinquished his
position as the Chief Executive Officer and a director of the Issuer. In
addition, upon completion of this transaction, his employment agreement with the
Issuer, which previously provided for a term ending on November 30, 2000, was
amended to provide that, from and after December 31, 1998, the Reporting
Person's employment will continue on an at will basis.
Signature
After reasonable 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.
Date: September 30, 1998 /s/ Christopher P. Franco
--------------------------------
Christopher P. Franco
