SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
(Final Amendment/Amendment No. 2)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
UNIFORCE SERVICES, INC.
(NAME OF ISSUER)
UNIFORCE SERVICES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
904724101
(CUSIP NUMBER OF CLASS OF SECURITIES)
HARRY V. MACCARRONE
VICE PRESIDENT - FINANCE
1335 JERICHO TURNPIKE
NEW HYDE PARK, NEW YORK 11040
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
COPY TO:
DAVID J. ADLER, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
DECEMBER 11, 1995
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$14,062,500 $2,813
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* Determined in accordance with Rule O-11(b)(1). Assumes the purchase of
1,250,000 shares at $11.25 per share.
Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number or the Form
or Schedule and the date of its filing. /X/
Amount Previously Paid: $2,813 Filing Party: Uniforce Services, Inc.
Form or Registration No: Schedule 13E-4 Date Filed: December 11, 1995
<PAGE>
This Final Amendment/Amendment No. 2 amends and supplements
the Issuer Tender Offer Statement on Schedule 13E-4 filed on December 11, 1995,
as amended by Amendment No. 1 thereto filed on January 11, 1996, relating to the
offer by Uniforce Services, Inc., a New York corporation (the "Company"), to
purchase up to 1,250,000 outstanding Shares, at a price of $11.25 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal (the "Offer").
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Schedule 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended by adding the following thereto:
On January 2, 1996, Rosemary Maniscalco, Executive Vice
President and Chief Operating Officer of the Company, exercised 24,375 options
at an exercise price of $6.50. On January 5, 1996, Harry V. Maccarrone, Vice
President-Finance of the Company, exercised an aggregate of 9,825 options at an
aggregate purchase price of $63,637.50, 450 of which had an exercise price of
$6.00 and 9,375 of which had an exercise price of $6.50.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended by adding the following thereto:
The Offer expired at 5:00 P.M., New York City time, on
Wednesday, January 10, 1996. The final results of the Offer are set forth in
Exhibit (a)(9) hereto, which is hereby incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following as Exhibits:
(a)(9) Form of Press Release, dated January 18, 1996.
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After due 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.
UNIFORCE SERVICES, INC.
By:/s/Harry V. Maccarrone
----------------------
Name: Harry V. Maccarrone
Title: Vice President-Finance
Dated: February 1, 1996
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<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED EXHIBIT
PAGE NO. DESCRIPTION
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(a)(9) Form of Press Release, dated January 18, 1996.
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EXHIBIT(a)(9)
UNIFORCE SERVICES ANNOUNCES FINAL RESULTS OF ITS OFFER
TO PURCHASE FOR CASH UP TO 1,250,000 SHARES OF ITS COMMON STOCK
AT $11.25 NET PER SHARE
NEW HYDE PARK, NEW YORK -- January 18, 1996 -- Uniforce
Services, Inc. (Nasdaq National Market) announced today that, based on the final
report of Harris Trust Company of New York, the Depositary for the Company's
partial self-tender offer, 1,401,080 shares of its Common Stock were validly
tendered and not withdrawn pursuant to the Company's offer to purchase up to
1,250,000 shares of its Common Stock at $11.25 per share, net to the seller in
cash (the "Offer"). The Offer expired by its terms at 5:00 P.M., New York City
time, on Wednesday, January 10, 1996.
The Offer was oversubscribed and therefore subject to
proration. The final proration factor was 89.217% accepted, as reported by
Harris Trust Company of New York.
Cash payment for the purchased shares will commence Friday,
January 19, 1996. All shares tendered and not purchased by the Company will be
returned to shareholders as soon as practicable. After the purchase of 1,250,000
shares, the Company will have 2,981,763 shares of Common Stock outstanding.
Questions may be directed to Morrow & Co., Inc., the
Information Agent for the Offer, by calling (800) 662-5200.
Contact: Harry V. Maccarrone, Uniforce Services, Inc.,
(516) 437-3300.
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