SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
UNIFORCE SERVICES, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
904724101
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(CUSIP number)
DAVID J. ADLER, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
AUGUST 7, 1997
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(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.
(Continued on following pages)
(Page 1 of 7 Pages)
Exhibit Index Appears on Page 7.
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(1) 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 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).
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CUSIP No. 904724101 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FANNING ASSET PARTNERS, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
GEORGIA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 361,513
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
-361,513
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
361,513
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 904724101 13D Page 3 of 7 Pages
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Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of Uniforce Services, Inc.(the
"Issuer"). The principal executive offices of the Issuer are located at 415
Crossways Park Drive, Woodbury, New York 11797.
Item 2. Identity and Background.
(a) This Statement is filed by Fanning Asset Partners, L.P., a
Georgia limited partnership (the "Partnership") of which John C. Fanning is the
sole general partner. The Partnership was formed to hold and manage certain
assets of Mr. Fanning and members of his family.
(b) The principal business address of the Partnership is
Northern Trust Plaza -- Suite 4160, Boca Raton, Florida 33431 and
of Mr. Fanning is 415 Crossways Park Drive, Woodbury, New York
11797.
(c) The principal occupation of Mr. Fanning is Chairman of the
Board and Chief Executive Officer of the Issuer. The Issuer is principally
engaged in the business of providing supplemental staffing and related services
to businesses, governmental agencies and other organizations. The principal
address of the Issuer is shown in Item 1 above.
(d) Neither the Partnership nor Mr. Fanning has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Partnership nor Mr. Fanning has, during the
last five years, been 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) Mr. Fanning is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On August 7, 1997, Mr. Fanning transferred 361,513 Shares of
Common Stock to the Partnership in exchange for interests in the Partnership.
The purpose of the transaction was personal financial planning and asset
management for Mr. Fanning and members of his family.
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CUSIP No. 904724101 13D Page 4 of 7 Pages
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Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on September 3, 1997, the
Partnership was the beneficial owner of 361,513 Shares of Common Stock,
representing approximately 11.9% of the issued and outstanding Common Stock, and
Mr. Fanning may be deemed to be the beneficial owner of 1,860,530 shares of the
Common Stock, which number includes the shares of Common Stock beneficially
owned by the Partnership and 51,500 shares of Common Stock subject to options in
favor of Mr. Fanning exercisable within 60 days of September 3, 1997. The shares
of Common Stock of which Mr. Fanning may be deemed the beneficial owner, as
stated above, represent 60.2% of the total of the issued and outstanding Common
Stock plus the shares of common stock subject to the options in favor of Mr.
Fanning noted above. Mr. Fanning disclaims beneficial ownership of the shares of
Common Stock owned by the Partnership in excess of his proportional interest in
the Partnership.
(b) The Partnership has sole power to vote and dispose of
361,513 shares of Common Stock. Mr. Fanning has sole power to vote and dispose
of 1,809,030 shares of Common Stock (361,513 of such shares by virtue of his
position as sole general partner of the Partnership).
(c) No transactions in the Issuer's Common Stock were effected
in the last sixty days by either the Partnership or by Mr. Fanning other than
the transaction described in Item 4.
(d) No person has the right to receive, or the power to direct
the receipt of, dividends from or the proceeds from the sale of such Shares of
Common Stock, other than the Partnership and Mr.
Fanning.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Partnership and Mr. Fanning are parties to a Stockholders
Agreement dated as of August 13, 1997 with COMFORCE Corporation ("COMFORCE") and
COMFORCE Columbus, Inc., a wholly-owned subsidiary of COMFORCE ("Subsidiary"),
pursuant to which the Partnership and Mr. Fanning have agreed to tender all
shares beneficially owned by them into a proposed tender offer, and to vote such
shares in favor of a proposed merger, contemplated by a Merger Agreement dated
as of August 13, 1997 among COMFORCE, Subsidiary and the Issuer.
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CUSIP No. 904724101 13D Page 5 of 7 Pages
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Item 7. Material to be Filed as Exhibits.
1. Stockholders Agreement among COMFORCE Corporation,
COMFORCE Columbus, Inc., John Fanning and Fanning
Asset Partners, L.P. (incorporated herein by
reference to exhibit filed with Proxy
Statement/Prospectus filed by the Issuer with the
Securities and Exchange Commission on September 11,
1997 and included as a part of Registration
Statement on Form S-4 filed by COMFORCE Corporation
on September 11, 1997 under file no. 33-35451).
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CUSIP No. 904724101 13D Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 12, 1997
s/ John C. Fanning
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John C. Fanning
Managing General Partner
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CUSIP No. 904724101 13D Page 7 of 7 Pages
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EXHIBIT INDEX
Exhibit Page
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1. Stockholders Agreement among COMFORCE
Corporation, COMFORCE Columbus, Inc.,
John Fanning and Fanning Asset
Partners, L.P. (incorporated herein by
reference to exhibit filed with Proxy
Statement/Prospectus filed by the
Issuer with the Securities and
Exchange Commission on September 11,
1997 and included as a part of
Registration Statement on Form S-4
filed by COMFORCE Corporation on
September 11, 1997 under file no. 33-
35451).
