UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COMFORCE Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
544118
(CUSIP Number)
John C. Fanning
3505 South Ocean Beach, Apt. 5N
Highland Beach, Florida 33487
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 4, 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 PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Fanning
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
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 4,693,080
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,693,080
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,693,080
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
________________________________________________________________________________
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>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of COMFORCE Corporation, a Delaware corporation (the "Issuer").
The principal executive officers of the Issuer, each of whose address is 2001
Marcus Avenue, Lake Success, NY 11042, are: James L. Paterek, Chairman;
Christopher P. Franco, Chief Executive Officer; Michael Ferrentino, President;
Robert H.B. Baldwin, Jr., Senior Vice President and Chief Financial Officer; and
Andrew Reiben, Vice President of Finance and Chief Accounting Officer.
Item 2. Identity and Background.
(a) John C. Fanning
(b) Residence address: 305 South Ocean Beach, Apt. 5N, Highland Beach,
Florida 33487
(c) President of the Financial Services Division of COMFORCE Corporation
(the Issuer), at its offices at 415 Crossways Park Drive, P.O. Box 9006,
Woodbury, New York 11797.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person will use personal funds to purchase 3,778,084 shares
of the Issuer's Common Stock.
Item 4. Purpose of Transaction.
(a) There are no present plans by the Reporting Person to acquire or
dispose of any Common Stock of the Issuer except as provided herein.
(b) Although the Issuer has no present plans to engage in any extraordinary
transactions, it generally has been acquisitive over the past three years and
expects to consider any appropriate acquisition opportunities that may arise
from time to time involving companies in the staffing business.
(c) The Issuer has no present plans to engage in a sale or transfer of any
material amount of its assets.
(d) Three of the sellers of the 3,778,084 shares of the Issuer's Common
Stock being purchased by the Reporting Person, James L. Paterek, the Chairman
and a director of the Issuer, Christopher P. Franco, the Chief Executive Officer
and a director of the Issuer, and Michael Ferrentino, the President and a
director of the Issuer, will resign their positions as officers and directors of
the Issuer upon completion of the transaction, which is scheduled to occur on or
about September 30, 1998. The Reporting Person will thereupon be appointed as
the Chairman and Chief Executive Officer of the Company and elected to the Board
of Directors of the Issuer and will designate two other individuals to fill the
remaining vacancies. Five of the current eight directors are expected to
continue to serve on the Board following completion of the transaction.
<PAGE>
(e) The Issuer has no plans to change its present capitalization or
dividend policies other than to seek to retire its $21.5 million principal
amount of 15% Senior Secured PIK Debentures, due 2009, and to enter into a
related financing in connection therewith.
(f) The Issuer has no plans to change its business or corporate structure
other than as may be described in response to items 4(a) through 4(e).
(g) No changes are presently anticipated to be made in any of the Issuer's
governing instruments which could be expected to impede the acquisition of
control by any person.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on September 14, 1998, the Reporting Person
beneficially owned an aggregate of 4,693,080 shares of Common Stock, which
constituted approximately 29.7% of the 15,790,747 shares of Common Stock
outstanding as of July 31, 1998, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998. The Reporting Person previously
acquired 914,996 shares of the Issuer in November 1997 upon acceptance of the
Issuer's tender offer to purchase shares of Uniforce Services, Inc. then held by
the Reporting Person for cash and Common Stock of the Issuer (based on a price
of $7.67 per share).
(b) Upon completion of the transactions, the Reporting Person will have the
sole power to vote or direct the vote, and the sole power to dispose or to
direct the disposition of, all of the shares of Common Stock beneficially owned
by him.
(c) The Reporting Person has not effected any transactions in Common Stock
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On September 4, 1998, the Reporting Person entered into a Stock Purchase
and Sale Agreement with the Issuer, James L. Paterek, Christopher P. Franco,
Michael Ferrentino and Kevin W. Kiernan under which such individuals agreed to
sell 3,778,084 shares of the Issuer's Common Stock to the Reporting Person for
$25 million.
Item 7. Materials to be Filed as Exhibits.
None.
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 14, 1998 /s/ John C. Fanning
--------------------------
John C. Fanning
