UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COMFORCE CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
544118
(CUSIP Number)
Michael Ferrentino
2001 Marcus Avenue
Lake Success, NY 11042
(516) 328-7300
(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
Michael Ferrentino
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(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 1,281,044
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,111,968
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,281,044
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,393,012
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
________________________________________________________________________________
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. 1 ("Amendment") amends the statement on Schedule 13D
filed by the Reporting Person (as defined below) with the Commission on November
29, 1995 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 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.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on September 4, 1998, the Reporting Person
beneficially owned an aggregate of 2,393,012 shares of Common Stock, which
constituted approximately 14.9% 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. The shares beneficially owned
include shares issued pursuant to the anti-dilution provisions of the Letter
Agreement, as described in Item 6 of the original statement on Schedule 13D of
the Reporting Person. No other shares of the Issuer's Common Stock have been
acquired since the date of the original report.
(b) The Reporting Person has (i) the sole power to vote or direct the vote,
and to dispose or to direct the disposition, of 999,794 shares held of record by
him and 281,250 shares issuable upon the exercise of options held by him, and
(ii) the shared power to vote or direct the vote of 1,111,968 shares held by
Christopher P. Franco and Kevin W. Kiernan. At the time of entering into the
Letter Agreement, the Reporting Person, Christopher P. Franco and Kevin W.
Kiernan entered into a voting agreement under which the Reporting Person has the
right at his discretion to vote the shares held by Messrs. Franco and Kiernan.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On September 4, 1998, the Reporting Person, Christopher P. Franco and Kevin
W. Kiernan entered into a Stock Purchase and Sale Agreement under which they
agreed to sell 2,111,762 shares of the Issuer's Common Stock for a price of
$6.62 per share. These shares represent all of the shares deemed to be
beneficially owned by the Reporting Person other than options to purchase
281,250 shares held by him. Upon completion of the transaction, which is
scheduled to close on or about September 30, 1998, the Reporting Person will
beneficially own less than 5% of the Issuer's Common Stock.
Upon completion of this transaction, the Reporting Person will relinquish
his position as the President and a director of the Issuer. In addition, upon
completion of this transaction, his employment agreement with the Issuer, which
currently provides for a term ending on November 30, 2000, will be amended to
provide that, from and after December 31, 1998, the Reporting Person's
employment shall 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 14, 1998 /s/ Michael Ferrentino
------------------------------
Michael Ferrentino
