-----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, RNLpD1GZkjNYLFm/uBJTHWFw1uj4PgsLo95jC2mXeDIT0VaZ4UpzjvjUpxJQuwcu +v2PksAZzguyOfIsZjPL7A== 0000950134-97-005489.txt : 19970728 0000950134-97-005489.hdr.sgml : 19970728 ACCESSION NUMBER: 0000950134-97-005489 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970725 SROS: NONE GROUP MEMBERS: FAIRWAYS CAPITAL, LTD. GROUP MEMBERS: GLOBAL GROWTH LTD. GROUP MEMBERS: INFINITY EMERGING OPPORTUNITIES LTD. GROUP MEMBERS: INFINITY INVESTORS LTD GROUP MEMBERS: SEACREST CAPITAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORCE CORP CENTRAL INDEX KEY: 0000006814 STANDARD INDUSTRIAL CLASSIFICATION: COSTUME JEWELRY & NOVELTIES [3960] IRS NUMBER: 362362248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30511 FILM NUMBER: 97645350 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: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE 13D Under the Securities Exchange Act of 1934* COMFORCE CORPORATION ================================================================================ (Name of Issuer) Common Stock, par value $.01 per share ================================================================================ (Title of Class of Securities) 20038K109 ================================================================================ (CUSIP Number) J. David Washburn, Esq. Arter & Hadden 1717 Main Street, Suite 4100 Dallas, Texas 75201 (214) 761-4309 ================================================================================ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 3, 1997 ================================================================================ (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. Check the following box if a fee is being paid with this Statement. (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) of such class.) (See Rule 13d-7.) 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 2 CUSIP No. 20038K109 13D (1) Name of Reporting Person Infinity Investors Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 207,603 Power Beneficially (8) Shared Voting 86,556 Owned by Each Power Reporting Person (9) Sole Dispositive 207,603 Power with: (10) Shared Dispositive 86,556 Power (11) Aggregate Amount Beneficially Owned 294,159 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 2.2% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 3 CUSIP No. 20038K109 13D (1) Name of Reporting Person Seacrest Capital Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 29,250 Power Beneficially (8) Shared Voting 264,909 Owned by Each Power Reporting Person (9) Sole Dispositive 29,250 Power with: (10) Shared Dispositive 264,909 Power (11) Aggregate Amount Beneficially Owned 294,159 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 2.2% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 4 CUSIP No. 20038K109 13D (1) Name of Reporting Person Fairway Capital Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 31,530 Power Beneficially (8) Shared Voting 262,629 Owned by Each Power Reporting Person (9) Sole Dispositive 31,530 Power with: (10) Shared Dispositive 262,629 Power (11) Aggregate Amount Beneficially Owned 294,159 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 2.2% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 5 CUSIP No. 20038K109 13D (1) Name of Reporting Person Infinity Emerging Opportunities Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 17,183 Power Beneficially (8) Shared Voting 276,976 Owned by Each Power Reporting Person (9) Sole Dispositive 17,183 Power with: (10) Shared Dispositive 276,976 Power (11) Aggregate Amount Beneficially Owned 294,159 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 2.2% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 6 CUSIP No. 20038K109 13D (1) Name of Reporting Person Global Growth Limited I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis, West Indies Number of Shares (7) Sole Voting 8,593 Power Beneficially (8) Shared Voting 285,566 Owned by Each Power Reporting Person (9) Sole Dispositive 8,593 Power with: (10) Shared Dispositive 285,566 Power (11) Aggregate Amount Beneficially Owned 294,159 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 2.2% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 7 AMENDMENT NO. 4 TO SCHEDULE 13D Filed Pursuant to Rule 13d-2 INTRODUCTORY STATEMENT The Statement on Schedule 13D relating to the common stock, par value $.01 per share (the "Common Stock") of COMFORCE Corporation, a Delaware corporation (the "Issuer"), filed jointly by (i) Infinity Investors Limited, (ii) Seacrest Capital Limited, (iii) Fairway Capital Limited, (iv) Infinity Emerging Opportunities Limited and (v) Global Growth Limited, each Nevis, West Indies business corporations (collectively, the "Reporting Persons") on March 11, 1997 (the "Original Filing"), as amended by Amendment No. 1 to the Original Filing on April 9, 1997 ("Amendment No. 1"), Amendment No. 2 to the Original Filing on April 14, 1997, ("Amendment No. 2") and Amendment No. 3 to the original Filing on June 11, 1997 ("Amendment No. 3") is further amended and supplemented by this Amendment No. 4 as set forth herein. Except as otherwise provided herein, capitalized terms used in this Amendment No. 4 shall have the meanings ascribed to such terms in the Original Filing. 1. SECURITY AND ISSUER. NOT AMENDED. 2. IDENTITY AND BACKGROUND. NOT AMENDED. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 3 is hereby amended to add the following: As further described in further detail in Item 5 below, the Reporting Persons sold an aggregate of 519,600 shares of Common Stock of the Issuer in separate open market transactions during that period from June 10, 1997 through July 14, 1997 decreasing its position to less than five percent (5%) of the Issuer's outstanding Common Stock. 4. PURPOSE OF TRANSACTION. NOT AMENDED. 8 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5(a) is hereby amended and restated, in its entirety, to read as follows: (a) The Reporting Persons, as a group, may be deemed to be the beneficial owners of an aggregate of 294,159 shares of Common Stock (of which an aggregate of 264,928 shares of Common Stock are acquirable upon exercise of the December Warrants, the February Warrants and the Additional Bridge Warrants) constituting approximately 2.2% of the outstanding Common Stock of the Issuer (based on 13,259,025 shares of Common Stock outstanding at May 5, 1997 pursuant to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997). The response to Item 5(b) is hereby amended and restated in its entirety, as follows: (b) Each of the Reporting Persons believes that it has sole voting and dispositive power over the Shares held by it, but acknowledges that, because it is a member of a "group" as such term is used in Rule 13d-5, it may be deemed to have shared voting and dispositive power over the Shares held by the other Reporting Persons. Furthermore, upon acquisition of any Warrant Shares, each Reporting Person anticipates that it would have sole voting and dispositive power over all of the Warrant Shares acquired as a result thereof, but acknowledges that, because it is a member of a "group" as such term is used in Rule 13d-5, it may be deemed to have shared voting and dispositive power over the Warrant Shares held by the other Reporting Persons. However, pursuant to Rule 13d-4, each Reporting Person disclaims beneficial ownership of those Shares or Warrant Shares over which it does not have sole voting and dispositive power. The table below summarizes the number of Shares, December Warrant Shares, February Warrant Shares and Additional Bridge Warrants over which each Reporting Person holds sole voting and dispositive power and shared voting and dispositive power:
COMMON STOCK DECEMBER WARRANT SHARES FEBRUARY WARRANT SHARES ADDITIONAL BRIDGE WARRANTS ------------------------ -------------------------- ------------------------ -------------------------- SOLE SHARED SOLE SHARED SOLE SHARED SOLE SHARED VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ VOTING/ DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE DISPOSITIVE ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Infinity 15,719 13,512 155,884 43,044 12,000 10,000 24,000 20,000 Seacrest 0 29,231 29,250 169,678 0 22,000 0 44,000 Fairway 5,736 23,495 13,794 185,134 4,000 18,000 8,000 36,000 Emerging 5,183 24,048 0 198,928 4,000 18,000 8,000 36,000 Opp. Global 2,593 26,638 0 198,928 2,000 20,000 4,000 40,000 Growth
9 The response to Item 5(c) is hereby amended to add the following: (c) During the period from June 10, 1997 through July 14, 1997, the Reporting Persons disposed of an aggregate of 519,600 Shares of Common Stock of the Issuer in the open market. The total sales proceeds derived from these transactions was $3,379,292.50. Specifically, the Reporting Persons listed below effected the following market trades on the dates indicated:
Reporting Persons -------------------------- Date Infinity Seacrest Fairway Price/Share Amount ------------- ------------- ------------- --------- ----------- ------------ 6/10/97 3,150 1,350 -- 6.3472 $ 28,562.40 6/11/97 18,900 8,100 -- 6.2546 168,874.20 6/24/97 3,290 1,410 -- 6.2500 29,375.00 6/25/97 3,920 1,680 -- 6.2500 35,000.00 6/26/97 26,600 11,400 -- 6.2500 237,500.00 7/2/97 14,000 6,000 -- 6.3141 126,282.00 7/3/97 127,281 27,519 -- 6.5321 1,011,169.08 7/7/97 31,300 -- -- 6.5921 206,332.73 7/8/97 30,000 -- -- 7.0127 210,381.00 7/9/97 12,400 -- -- 6.9773 86,518.52 7/10/97 35,000 -- -- 6.5943 230,800.50 7/11/97 57,300 -- -- 6.3879 366,026.67 7/14/97 55,000 -- 44,000 6.4896 642,470.40 ------------- $3,379,292.50 =============
In addition, the Reporting Person reports that the Issuer issued the following number of shares of restricted stock on June 27, 1997 in lieu of interest payable to such Reporting Persons in connection with the transactions described herein.
Reporting Person Interest Shares ---------------- --------------- Infinity 15,545 Seacrest 0 Fairway 5,183 Emerging Opp. 5,183 Global Growth 2,593
Except as specifically set forth herein, the Reporting Persons have not effected any transactions in the shares of Common Stock of the Issuer within the preceding sixty (60) days. (d) NOT AMENDED. The response to Item 5(e) is hereby amended and restated, in its entirety, as follows: (e) The Reporting Persons ceased to beneficially own five percent (5%) of the Common Stock of the Issuer on July 3, 1997. 10 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. NOT AMENDED. 7. MATERIAL TO BE FILED AS EXHIBITS. NOT AMENDED. 11 SIGNATURE After reasonable inquiry, I certify that to the best of my knowledge and belief the information set forth in this Amendment No. 4 to Schedule 13D is true, complete and correct. Date: July 22, 1997 INFINITY INVESTORS LIMITED By: /s/ James A. Loughran -------------------------------------- James A. Loughran Director SEACREST CAPITAL LIMITED By: /s/ James E. Martin -------------------------------------- James E. Martin President FAIRWAY CAPITAL LIMITED By: /s/ James E. Martin -------------------------------------- James E. Martin President INFINITY EMERGING OPPORTUNITIES LIMITED By: /s/ James E. Martin -------------------------------------- James E. Martin Director GLOBAL GROWTH LIMITED By: /s/ James E. Martin -------------------------------------- James E. Martin Director Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S. C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----