-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WGsiCiXx7xKj3+bor8yD8NEZBJQH/ZlDCpdKcJuvQJ4MwtMbYjJdiDbC7LZHXuji g0TDUdkISWP7VnQvHzpiWw== 0000891554-98-001163.txt : 19980916 0000891554-98-001163.hdr.sgml : 19980916 ACCESSION NUMBER: 0000891554-98-001163 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980915 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORCE CORP CENTRAL INDEX KEY: 0000006814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 362362248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-30511 FILM NUMBER: 98709229 BUSINESS ADDRESS: STREET 1: 2001 MARCUS AVE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163287300 MAIL ADDRESS: STREET 1: 500 CENTRAL AVENUE CITY: NORTHFIELD STATE: IL ZIP: 60093 FORMER COMPANY: FORMER CONFORMED NAME: LORI CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APECO CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PHOTOCOPY EQUIPMENT CO DATE OF NAME CHANGE: 19710516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCO CHRISTOPHER CENTRAL INDEX KEY: 0001004189 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2001 MARCUS AVE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163523200 MAIL ADDRESS: STREET 1: COMFORCE CORP STREET 2: 2001 MARCUS AVE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 SC 13D/A 1 AMENDMENT NO. 1 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) 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 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). SCHEDULE 13D CUSIP No. 544118 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON 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 889,794 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,002,294 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,002,294 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% ________________________________________________________________________________ 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. 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 1,002,294 shares of Common Stock, which constituted approximately 6.3% 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 shared power to vote or direct the vote of 889,794 shares beneficially owned by him, (ii) the sole power to vote or direct the vote of 112,500 shares issuable upon the exercise of options held by him, and (iii) the sole power to dispose or to direct the disposition of all 1,002,294 shares beneficially owned by him. At the time of entering into the Letter Agreement, the Reporting Person, Michael Ferrentino and Kevin W. Kiernan entered into a voting agreement under which Michael Ferrentino has the right at his discretion to vote the shares held by the Reporting Person and Mr. Kiernan. 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 under which they agreed to sell 889,794 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 112,500 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 Chief Executive Officer 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/ Christopher P. Franco ------------------------------- Christopher P. Franco -----END PRIVACY-ENHANCED MESSAGE-----