-----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, HIULvEUhn3wVFqkQwstlTdXtuBTW8Vg1dpsmhWqkIaIJzxOw6c53qf87AiRlvP9v ja1DGYShX5DKw1yaA4RwBA== 0001140361-09-004922.txt : 20090224 0001140361-09-004922.hdr.sgml : 20090224 20090224170705 ACCESSION NUMBER: 0001140361-09-004922 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090224 DATE AS OF CHANGE: 20090224 GROUP MEMBERS: AARON H. BRAUN GROUP MEMBERS: WILLOW CREEK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WILLOW CREEK SHORT BIASED 30/130 FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001206633 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 300 DRAKES LANDING RD STREET 2: STE 230 CITY: GREENBRAE STATE: CA ZIP: 94904 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30511 FILM NUMBER: 09631415 BUSINESS ADDRESS: STREET 1: 415 CROSSWAYS PARK DRIVE STREET 2: P O BOX 9006 CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5164373300 MAIL ADDRESS: STREET 1: 415 CROSSWAYS PARK DRIVE STREET 2: P O BOX 9006 CITY: WOODBURY STATE: NY ZIP: 11797 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 SC 13G/A 1 doc1.htm Schedule 13G

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 04)*

OMB Number
3235-0145

COMFORCE Corporation
(Name of Issuer): Common Stock
(Title of Class of Securities): 20038K10
(CUSIP Number): February 17, 2009
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

√	Rule 13d-1(b)
√	Rule 13d-1(c)
	Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
WC CAPITAL MANAGEMENT LLC
Check the Appropriate Box if a Member of a Group (See Instructions)
2. √
SEC Use Only
Citizenship or Place of Organization
California

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
0
Shared Voting Power
2,028,500
Sole Dispositive Power
0
Shared Dispositive Power
2,028,500

Aggregate Amount Beneficially Owned by Each Reporting Person
2,028,500
Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 9
11.7%
Type of Reporting Person (See Instructions)
IA

Footnotes:

Reporting Person Type is IA and OO.

CUSIP No.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Aaron H. Braun
Check the Appropriate Box if a Member of a Group (See Instructions)
2. √
SEC Use Only
Citizenship or Place of Organization
United States

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
0
Shared Voting Power
2,028,500
Sole Dispositive Power
0
Shared Dispositive Power
2,028,500

Aggregate Amount Beneficially Owned by Each Reporting Person
2,028,500
Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 9
11.7%
Type of Reporting Person (See Instructions)
HC

Footnotes:

Reporting Person Type is HC and IN.

CUSIP No.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Willow Creek Capital Partners, L.P.
Check the Appropriate Box if a Member of a Group (See Instructions)
2. √
SEC Use Only
Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
0
Shared Voting Power
972,258
Sole Dispositive Power
0
Shared Dispositive Power
972,258

Aggregate Amount Beneficially Owned by Each Reporting Person
972,258
Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 9
5.5%
Type of Reporting Person (See Instructions)
PN

CUSIP No.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Willow Creek Short Biased 30/130 Fund, L.P.
Check the Appropriate Box if a Member of a Group (See Instructions)
2. √
SEC Use Only
Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
0
Shared Voting Power
1,056,242
Sole Dispositive Power
0
Shared Dispositive Power
1,056,242

Aggregate Amount Beneficially Owned by Each Reporting Person
1,056,242
Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 9
6.1%
Type of Reporting Person (See Instructions)
PN

Item 1.

Name of Issuer
COMFORCE Corporation
Address of Issuer's Principal Executive Offices
415 Crossways Park Drive, P.O. Box 9006, Woodbury, New York 11797

Item 2.

Name of Person Filing
WC Capital Management, LLC
Aaron H. Braun
Willow Creek Capital Partners, L.P.
Willow Creek Short Biased 30/130 Fund, L.P.
Address of Principal Business Office or, if None, Residence
The principal business address of the reporting persons is 300 Drake Landing Boulevard, Suite 230, Greenbrae, CA 94904.
Citizenship
Reference is made to Item 4 of pages 2, 3, 4, and 5 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein.
Title of Class of Securities
Common stock, $0.01 par value.
CUSIP Number
The CUSIP number of the Issuer is: 20038K10

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
√ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
√ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

Amount beneficially owned:
2,028,500
Percent of class:
11.7%
Number of shares as to which the person has:
1. Sole power to vote or to direct the vote:
  0
2. Shared power to vote or to direct the vote:
  2,028,500
3. Sole power to dispose or to direct the disposition of:
  0
4. Shared power to dispose or to direct the disposition of:
  2,028,500

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

WC Capital Management, LLC is an investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13G. Mr. Braun is the manager and controlling owner of WC Capital Management, LLC. No individual client's holdings of such securities are more than five percent of the class, other than Willow Creek Capital Partners, L.P. and Willow Creek Short Biased 30/130 Fund, L.P.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

The Filers are filing this Schedule 13G jointly, but not as a group, and each of them expressly disclaims membership in a group within the meaning of rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. Each of WC Capital Management, LLC and Mr. Braun disclaims beneficial ownership of these securities except to the extent of that person’s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of Willow Creek Capital Partners, L.P. and Willow Creek Short Biased 30/130 Fund, L.P. should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securit ies Exchange Act of 1934, of any of the securities covered by this Schedule 13G.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

February 24, 2009
Date: WC Capital Management, LLC
/s/ Aaron H. Braun
Signature: Aaron H. Braun
Manager
Name / Title: /s/ Aaron H. Braun
Signature: Aaron H. Braun
Name / Title: Willow Creek Capital Partners, L.P.
/s/ Aaron H. Braun
Signature: Aaron H. Braun
Manager of the General Partner
Name / Title: Willow Creek Short Biased 30/130 Fund, L.P.
/s/ Aaron H. Braun
Signature: Aaron H. Braun
Manager of the General Partner
Name / Title

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint WC Capital Management, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated:	February 23, 2009

WC CAPITAL MANAGEMENT, LLC

By:	Aaron H. Braun, Manager	Aaron H. Braun


WILLOW CREEK CAPITAL PARTNERS, L.P.		WILLOW CREEK SHORT BIASED 30/130 FUND, L.P.

By:	WC Capital Management, LLC	By:	WC Capital Management, LLC
	General Partner		General Partner

By:	Aaron H. Braun, Manager	By:	Aaron H. Braun, Manager

-----END PRIVACY-ENHANCED MESSAGE-----