SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
COMPUTER HORIZONS CORP.
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(Name of Registrant as Specified in Its Charter)
CRESCENDO PARTNERS II, L.P., SERIES R
CRESCENDO INVESTMENTS II, LLC
ERIC ROSENFELD
F. ANNETTE SCOTT FLORIDA TRUST
RICHARD L. SCOTT FLORIDA TRUST
SCOTT FAMILY FLORIDA PARTNERSHIP TRUST
RICHARD L. SCOTT
STEPHEN T. BRAUN
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
2
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JULY 22, 2005
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
July __, 2005
Fellow Shareholders:
The attached proxy statement and the enclosed GREEN proxy card are
being furnished to you, the shareholders of Computer Horizons Corp. ("Computer
Horizons"), in connection with the solicitation of proxies by The Computer
Horizons Full Value Committee for use at the special meeting of shareholders of
Computer Horizons, and at any adjournments or postponements thereof (the
"Special Meeting"), relating to the proposed merger involving Computer Horizons
and Analysts International Corporation ("Analysts"). Pursuant to the attached
proxy statement, we are soliciting proxies from holders of shares of Computer
Horizons common stock to vote AGAINST Computer Horizons' proposed merger with
Analysts, and specifically to vote against the proposal to issue shares of
Computer Horizons common stock and other related proposals in connection with
the proposed merger.
The Special Meeting will be held on Friday, August 12, 2005 at 11:00
a.m., Eastern Time, at the Hanover Marriott located at 1401 State Highway No.
10, Whippany, New Jersey.
We urge you to carefully consider the information contained in the
attached proxy statement and then support our efforts by signing, dating and
returning the enclosed GREEN proxy card today. The attached proxy statement and
the enclosed GREEN proxy card are first being furnished to the shareholders on
or about _______, 2005.
If you have already voted for management's proposals relating to the
merger, you have every right to change your vote by signing, dating and
returning a later dated proxy card.
If you have any questions or require any assistance with your vote,
please contact MacKenzie Partners, Inc., which is assisting us, at their address
and toll-free numbers listed on the following page.
Thank you for your support,
Eric Rosenfeld
The Computer Horizons Full Value Committee
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IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GREEN PROXY CARD,
OR NEED ADDITIONAL COPIES OF THE COMMITTEE'S PROXY MATERIALS, PLEASE CALL
MACKENZIE PARTNERS AT THE PHONE NUMBERS LISTED BELOW.
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
or
TOLL-FREE (800) 322-2885
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SPECIAL MEETING OF SHAREHOLDERS
OF
COMPUTER HORIZONS CORP.
-------------------------
PROXY STATEMENT
OF
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
-------------------------
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GREEN PROXY CARD TODAY
The members of The Computer Horizons Full Value Committee ("the
Committee" or "we") are significant shareholders of Computer Horizons Corp., a
New York corporation ("Computer Horizons" or the "Company"). The Committee is
writing to you in connection with the proposed merger (the "Merger") involving
Computer Horizons and Analysts International Corporation ("Analysts"). The Board
of Directors of Computer Horizons (the "Computer Horizons Board") has scheduled
a special meeting of shareholders for the purpose of approving the Merger and
other related proposals (the "Special Meeting"). The Special Meeting is
scheduled to be held on Friday, August 12, 2005 at 11:00 a.m., Eastern Time, at
the Hanover Marriott located at 1401 State Highway No. 10, Whippany, New Jersey.
The Committee does not believe the Merger is in the best interests of the
shareholders and should not be approved and is therefore soliciting proxies from
the shareholders of Computer Horizons AGAINST the following Merger proposals:
1. The Company's proposal to approve the issuance of shares of
Computer Horizons common stock in connection with the merger of Analysts with JV
Merger Corp., a Minnesota corporation and a wholly-owned subsidiary of Computer
Horizons, pursuant to an Agreement and Plan of Merger, dated as of April 12,
2005, by and among Computer Horizons, JV Merger Corp. and Analysts.
2. The Company's proposal to approve any motion to adjourn or
postpone the Special Meeting to another time and place, if necessary, to permit
the further solicitation of proxies to establish a quorum or to obtain
additional votes in favor of Proposal 1.
3. The Company's proposal to approve the amendment and restatement
of the certificate of incorporation of Computer Horizons, effective
contemporaneously with the consummation of the Merger, to change the name of the
corporation from Computer Horizons Corp. to "International Horizons Group, Inc."
The Committee is composed of Crescendo Partners II, L.P., Series R
("Crescendo Partners"), Crescendo Investments II, LLC ("Crescendo Investments"),
Eric Rosenfeld, F. Annette Scott Florida Trust ("FAS Trust"), Richard L. Scott
Florida Trust ("RLS Trust"), Scott Family Florida Partnership Trust ("Family
Trust"), Richard L. Scott and Stephen T. Braun. Each of these individuals and
entities are members of a group (the "Group") formed in connection with this
proxy solicitation and are deemed participants in this proxy solicitation. See
"Other Participant Information." This Proxy Statement and the GREEN proxy card
are first being furnished to Computer Horizons' shareholders on or about
_______, 2005.
Computer Horizons has set the record date for determining
shareholders entitled to notice of and to vote at the Special Meeting as June
24, 2005 (the "Record Date"). The principal executive offices of Computer
Horizons are located at 49 Old Bloomfield Avenue, Mountain Lakes, New Jersey
07046-1495. Shareholders of record at the close of business on the Record Date
will be entitled to vote at the Special Meeting. As of the Record Date, there
were 31,261,885 Shares outstanding and entitled to vote at the Special Meeting,
which is the total number of shares of common stock, $.10 par value per share
(the "Shares"), reported to be outstanding by the Company, less 1,896,220
treasury shares which we believe have been improperly deemed to be outstanding
by the Company in its public filings. The Committee, along with all of the
participants in this solicitation, are the beneficial owners of an aggregate of
3,226,600 Shares, which represents approximately 10.3% of the Shares
outstanding. The participants in this solicitation intend to vote such Shares
AGAINST the Company's Merger proposals.
THIS SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF COMPUTER HORIZONS. THE COMMITTEE IS NOT AWARE OF
ANY OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING. SHOULD OTHER
MATTERS, WHICH THE COMMITTEE IS NOT AWARE OF A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS
PROXIES IN THE ENCLOSED GREEN PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION.
THE COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE GREEN PROXY CARD AGAINST
THE COMPANY'S MERGER PROPOSALS.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPUTER HORIZONS MANAGEMENT
TO THE COMPUTER HORIZONS BOARD, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE
COMPANY'S MERGER PROPOSALS BY SIGNING, DATING AND RETURNING THE ENCLOSED GREEN
PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE SPECIAL MEETING TO THE COMMITTEE,
C/O MACKENZIE PARTNERS, INC. WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE
SECRETARY OF COMPUTER HORIZONS, OR BY VOTING IN PERSON AT THE SPECIAL MEETING.
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IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU
OWN. THE COMMITTEE URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GREEN PROXY
CARD TODAY TO VOTE AGAINST THE COMPANY'S MERGER PROPOSALS.
The Committee does not believe that the Merger is in the best
interest of the Company's shareholders. A vote AGAINST the Company's Merger
proposals will enable you - as the owners of Computer Horizons - to send a
message to the Computer Horizons Board that you are committed to maximizing the
value of your Shares.
o If your Shares are registered in your own name, please sign and date
the enclosed GREEN proxy card and return it to the Committee, c/o
MacKenzie Partners, Inc., in the enclosed envelope today.
o If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution on the Record Date, only it
can vote such Shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute on your behalf the
GREEN proxy card. The Committee urges you to confirm your
instructions in writing to the person responsible for your account
and to provide a copy of such instructions to the Committee, c/o
MacKenzie Partners, Inc., who is assisting in this solicitation, at
the address and telephone numbers set forth below, and on the back
cover of this Proxy Statement, so that we may be aware of all
instructions and can attempt to ensure that such instructions are
followed.
If you have any questions regarding your proxy,
or need assistance in voting your Shares, please call:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
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PROPOSAL NO. 1
APPROVAL OF PROPOSAL TO ISSUE SHARES OF COMPUTER HORIZONS
You are being asked by Computer Horizons to approve a proposal to
issue Shares to shareholders of Analysts in connection with the proposed Merger.
The Merger cannot be consummated without shareholder approval of such issuance.
For the reasons discussed below, we oppose the proposed Merger. To that end, we
are soliciting your proxy to vote AGAINST Proposal No. 1.
REASONS TO VOTE AGAINST THE PROPOSED MERGER
The following is a summary of what we believe to be the consequences
of the proposed Merger. They are the primary reasons why we believe shareholders
should vote AGAINST the issuance of Shares to Analysts shareholders in
connection with the proposed Merger.
WE URGE YOU TO DEMONSTRATE YOUR OPPOSITION TO THE PROPOSED MERGER
AND SEND A MESSAGE TO THE COMPUTER HORIZONS BOARD THAT THE PROPOSED MERGER IS
NOT IN THE BEST INTEREST OF THE SHAREHOLDERS BY SIGNING, DATING AND RETURNING
THE ENCLOSED GREEN PROXY CARD AS SOON AS POSSIBLE.
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WE BELIEVE COMPUTER HORIZONS IS PAYING TOO MUCH FOR ANALYSTS. We believe
Computer Horizons' equity is currently undervalued in the market compared to our
view of its intrinsic value. Therefore, under the exchange ratio for Analysts
common stock provided for in the Merger, we believe Computer Horizons will be
paying too much for Analysts. WE BELIEVE ANALYSTS SHAREHOLDERS ARE GETTING A
GREAT DEAL AT THE EXPENSE OF COMPUTER HORIZONS SHAREHOLDERS.
WE BELIEVE THE PROPOSED MERGER WILL DILUTE COMPUTER HORIZONS' MOST PROFITABLE
AND PROMISING BUSINESS SEGMENTS. We believe that the Chimes and Federal business
segments are the Company's most attractive assets. Since existing shareholders
of Computer Horizons will own approximately 50% of the surviving company after
the Merger and Analysts' business is principally comprised of staffing, THE
MERGER WILL HAVE THE EFFECT OF CUTTING IN HALF THE SHAREHOLDERS' OWNERSHIP
INTEREST IN THE CHIMES AND FEDERAL BUSINESS SEGMENTS.
THE PROPOSED MERGER REPRESENTS A SIGNIFICANT CHANGE IN STRATEGY BY THE COMPUTER
HORIZONS BOARD WHICH WE DO NOT BELIEVE HAS BEEN JUSTIFIED TO THE SHAREHOLDERS.
Prior to the Merger discussions with Analysts, management of Computer Horizons
repeatedly discussed during conference calls the Company's three-year strategy
of entering into the higher margin solutions business and growing the Chimes and
Federal business segments. The proposed Merger represents a significant and
sudden change in this strategic plan. THE PROPOSED MERGER DEPARTS FROM THE
COMPANY'S PREVIOUSLY ANNOUNCED STRATEGY OF FOCUSING ON THE HIGH-END SOLUTIONS
BUSINESS, SINCE A MAJORITY OF ANALYSTS' BUSINESS IS COMPRISED OF LOWER MARGIN
STAFFING. WE DO NOT BELIEVE THIS CHANGE IS IN THE BEST INTEREST OF COMPUTER
HORIZONS SHAREHOLDERS.
WE BELIEVE THE COMBINED, DIRECT TRANSACTION COSTS OF UP TO APPROXIMATELY $13.6
MILLION ANTICIPATED TO BE INCURRED TO EFFECT THE PROPOSED MERGER ARE EXCESSIVE.
We believe up to $13.6 million in transaction costs Computer Horizons
anticipates will be incurred to effect the proposed Merger should be viewed as
part of the purchase price in any analysis of the Merger. It is important to
note that while more than half of these costs are expected to consist of change
of control fees from the Analysts side, they will be shouldered by Computer
Horizons shareholders. We believe the consummation of the proposed Merger will
have the effect of significantly reducing Computer Horizons' cash balance.
WE BELIEVE THERE ARE POTENTIALLY MORE FAVORABLE STRATEGIC OPPORTUNITIES FOR
COMPUTER HORIZONS THAN THE PROPOSED MERGER. We do not believe Computer Horizons
seriously considered other potential alternative merger partners or other
opportunities to maximize shareholder value. We believe the Merger is not in the
best interest of the Company's shareholders and that an investment banking firm
should be hired by the Company to explore strategic alternatives. WE BELIEVE
THAT THE HIRING OF AN INVESTMENT BANKING FIRM WITH A MANDATE TO FULLY EXPLORE
ALL STRATEGIC ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE COULD RESULT IN MORE
FAVORABLE OPPORTUNITIES TO ENHANCE SHAREHOLDER VALUE.
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We believe that Computer Horizons has significant intrinsic value.
According to the Company's Form 10-Q for the first quarter of fiscal 2005, as of
March 31, 2005, the Company had $31.373 million ($1.00 per Share) in cash and
cash equivalents, $68.985 million ($2.21 per Share) in working capital and
$95.536 million ($3.06 per Share) in tangible book value (per Share calculations
are based on the number of Shares reported outstanding less treasury Shares as
of March 31, 2005). Having achieved critical mass, the Chimes business is
expected to become a principal growth engine for the Company and a strong bottom
line contributor. Furthermore, the Federal segment continues to derive high
margins. If the Computer Horizons Board wanted to maximize value for all
Computer Horizons shareholders, we believe the Company should have fully
explored all strategic alternatives on terms most favorable for the
shareholders. We believe these alternatives could generate a better result for
shareholders than the proposed Merger. We disagree with the Computer Horizons
Board that the combination of Computer Horizons and Analysts will produce
greater shareholder value for the shareholders of Computer Horizons than could
be achieved absent the Merger.
WE BELIEVE COMPUTER HORIZONS IS PAYING TOO MUCH FOR ANALYSTS
Under the terms of the proposed Merger, Computer Horizons will use
newly issued Shares as currency to finance the Merger. Specifically, each
Analysts shareholder will receive 1.15 Shares in the Merger, resulting in the
total issuance of up to 31,905,227 Shares to the Analysts shareholders. We
believe the Shares are currently undervalued and therefore Computer Horizons is
overpaying for Analysts. According to the Joint Proxy Statement / Prospectus on
Form S-4 of Computer Horizons and Analysts filed on July 11, 2005 in connection
with the proposed Merger (the "Form S-4"), Citigroup Global Markets Inc.
("Citigroup"), the Company's financial advisor, determined a range for the
implied per share value of Computer Horizons common stock of $4.66 to $6.52. As
of the close of business on July 21, 2005, the Share price closed at $3.37 per
Share. Accordingly, if the Merger was consummated as of July 21, 2005, the
acquisition cost to Computer Horizons would be the product obtained by
multiplying the number of Shares being issued to Analysts shareholders
(31,905,227) and the market price of the Shares ($3.37), or a total of
approximately $108 million. However, assuming on the date of consummation of the
Merger, the Share price closed at $4.66 per Share, the low end of Citigroup's
range of implied per share value, the acquisition cost to Computer Horizons
would be approximately $149 million. WHY IS COMPUTER HORIZONS GIVING AWAY ITS
SHARES AT THIS DISCOUNTED VALUE?
Statements made by William Murphy, Chief Executive Officer of the
Company, in July 2003 seem to agree with us. The Company's Chief Executive
Officer made statements that are inconsistent with the Computer Horizons Board's
current attempt to justify the proposed Merger. During a conference call held on
July 9, 2003 for the purpose of discussing the Company's acquisition of RGII
Technologies, Mr. Murphy stated:
" . . . the Board of Directors of this company has said that $5 a
share is an inadequate offer for this company and we believe
absolutely today that is more of an inadequate offer, because of
what we have just done to return this company to growth and
profitability through this acquisition . . ."
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Under the proposed Merger, Computer Horizons will receive in exchange for its
Shares, shares of common stock of Analysts which, as of the close of business on
July 21, 2005, had a market value of only $3.77 per share. In view of the
current market price of Analysts shares, why does the Computer Horizons Board
and William Murphy now believe that the proposed Merger represents an adequate
offer?
WE BELIEVE THE PROPOSED MERGER WILL DILUTE COMPUTER HORIZONS'
MOST PROFITABLE AND PROMISING BUSINESS SEGMENTS.
We believe that Computer Horizons shareholders' ownership of the
Company's most attractive and promising assets, the Chimes and Federal business
segments, will be significantly diluted as a result of the proposed Merger.
CHIMES SEGMENT
Chimes, a wholly-owned subsidiary of Computer Horizons, uses its
proprietary technology to enable its Global 2000 customer base to align and
integrate business planning with human resource management across an
enterprise's business functions. We believe that Chimes is attractive because it
is one of the leaders in the burgeoning Vendor Management Services ("VMS")
industry. According to public statements made by Computer Horizons management
during an earnings conference call held on February 17, 2005, the Chimes
business is expected to experience substantial growth for 2005 in the area of
20% to 25% and management believes Chimes may have up to 25% of the market share
of the VMS industry which is in the early stages of development. We believe
Chimes has significant growth potential in the upcoming years and is
particularly attractive because of the operational leverage that the business
enjoys due to its high fixed and low variable cost structure.
FEDERAL SEGMENT
The Federal business segment is comprised of the businesses formerly
known as RGII, a Federal IT services company, and AIM, a provider of IT,
engineering and logistics support solutions to the Federal government. These
businesses, which were purchased by Computer Horizons during the past two years,
have allowed the Company to focus on higher margin Federal work and have allowed
the Company to gain a toehold in the lucrative Federal marketplace. According to
Computer Horizons' Form 10-K for fiscal 2004, the Federal segment accounted for
approximately 18% of revenues and approximately 40% of income before corporate
allocation and income taxes, excluding interest income, interest expense,
gain/(loss) on the sale of assets/investments, restructuring charges, special
charges/(credits), the write-off of assets and a terminated project,
amortization of intangibles and goodwill impairment during fiscal 2004.
Since existing shareholders of Computer Horizons will own
approximately 50% of the surviving company after the Merger and Analysts'
business is primarily comprised of staffing, the Merger will have the effect of
cutting in half the shareholders' ownership interest in the Chimes and Federal
business segments.
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THE PROPOSED MERGER REPRESENTS A SIGNIFICANT CHANGE IN STRATEGY BY
THE COMPUTER HORIZONS BOARD WHICH WE DO NOT BELIEVE HAS BEEN
JUSTIFIED TO THE SHAREHOLDERS
We believe the proposed Merger represents a major deviation from
Computer Horizons' previously disclosed and stated strategy to focus on the
higher-end, more profitable solutions business, and, in our opinion, will have
an adverse effect on the business and financial performance of the Company.
Prior to the Merger discussions between Computer Horizons and Analysts,
management of Computer Horizons repeatedly discussed during conference calls the
Company's three-year strategy of transitioning from the staffing business into
the higher margin solutions business and growing the Chimes business. For
example, during a conference call held by Computer Horizons on October 8, 2004
to announce the discovery of an accounting error, management stated:
"The strategic objectives of our three-year plan remained unchanged.
And just to summarize, they include transitioning from the
lower-margin staffing to higher margin solution business; focusing
on high-growth markets, particularly in the federal and financial
services areas; and continuing to expand our footprint in Chimes and
its leadership position in the human capital marketplace."
During a conference call held two months earlier on July 29, 2004 to
discuss earnings for the second quarter of 2004, management also noted:
"Our three-year plan calls for an improvement in our consolidated
gross margin with the primary driver being a continuous shift in
revenue mix to higher-margin business."
Additionally, during a conference call held earlier on February 18,
2004 to discuss earnings for the fourth quarter of 2003, management explicitly
discussed its plans to transition from a staffing company to a solutions
company:
"Another key component of a plan is we want to grow Chimes faster
than the rest of the Company and we still want to maintain our
market leadership position. And actually, the last component which I
touched on the previous question was we want to move to the revenue
mix of about 60 percent solutions business and 40 percent staffing
services."
"We have discussed our realignment strategy with you over the last
several quarters and kept you apprised of our plans and progress,
mainly to have our higher-end, more profitable solutions business
become the predominant driver of our total revenue stream."
The proposed Merger appears to represent a significant change in
this strategic plan. As discussed in the Form S-4, the proposed merger departs
from the initial strategy of focusing on the high-end solutions business as a
majority of Analysts business focuses on low-margin, undifferentiated staffing
work. According to Computer Horizons' conference call held on April 13, 2005 to
discuss the merger transaction, staffing will account for 60% of the combined
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business and solutions (including Chimes) will account for 40% of the business
of the combined company. Computer Horizons' stated strategy contemplated the
exact inverse of this revenue mix ratio. This particular change in strategy is
especially troubling in view of the risk factor in the Form S-4 warning against
declining revenues in the staffing industry due to the trend in using low cost
offshore outsourcing centers. Additionally, it is apparent that the proposed
Merger will result in the dilution of the Chimes business which is directly at
odds with Computer Horizons' initial strategy of growing Chimes faster than the
rest of the company.
We believe that this change in strategy is not in the best interest
of the Company's shareholders. We believe Computer Horizons should not stray
from its disclosed strategy of focusing on the Chimes and solutions business
rather than the staffing business. The staffing industry, in our opinion, is a
low-margin, commodity-like industry with few differentiating factors besides
price. The profitability of the staffing business is declining due to industry
trends including the advent of VMS, which serve to lower the gross margins for
vendors, and the current trend of using offshore outsourcing centers, which
serves to lower overall revenues.
WE BELIEVE THE COMBINED, DIRECT TRANSACTION COSTS OF UP TO
APPROXIMATELY $13.6 MILLION ANTICIPATED TO BE INCURRED TO
EFFECT THE PROPOSED MERGER ARE EXCESSIVE.
As described in the Form S-4, up to approximately $13.6 million in
transaction costs is anticipated to be incurred to effect the proposed Merger.
The costs are comprised of: (a) Computer Horizons' direct transaction costs of
$3.6 million, (b) Computer Horizons' contribution to a retention bonus fund of
$0.5 million, (c) Analysts' direct transaction costs of $9.024 million, which
includes up to approximately $7.8 million in change of control payments, and (d)
Analysts' contribution to a retention bonus fund of $0.5 million. We believe
these costs are excessive for a transaction of this size and should be viewed as
part of the purchase price for Analysts. AGAIN, WE REITERATE OUR BELIEF THAT
COMPUTER HORIZONS IS PAYING TOO MUCH FOR ANALYSTS.
WE BELIEVE THERE ARE POTENTIALLY MORE FAVORABLE STRATEGIC
OPPORTUNITIES FOR COMPUTER HORIZONS THAN THE PROPOSED MERGER
WITH ANALYSTS
We do not believe Computer Horizons seriously considered other
potential alternative merger partners. According to the Form S-4, Computer
Horizons had been meeting with representatives from Analysts for two months
prior to the engagement of Citibank. According to the Form S-4, between
mid-February and March 1, 2005, a representative of Computer Horizons tasked
Citigroup with evaluating the technology services industry and potential
combination candidates for Computer Horizons. However, the Form S-4 does not
disclose the results of this evaluation nor does it appear that the Company
spent sufficient time in pursuing this alternative. Instead, on March 1, 2005, a
representative of Computer Horizons met with Citigroup to specifically discuss a
potential combination with Analysts. Then, on March 6, 2005, a special meeting
of the Computer Horizons Board was convened at the offices of Citigroup
specifically for the purpose of discussing the potential combination and
Citigroup presented to the Computer Horizons Board a preliminary analysis of
structural and valuation considerations relevant in connection with a potential
combination of Computer Horizons and Analysts. Although the Form S-4 then states
that representatives of Citigroup and the Board further discussed potential
alternative merger partners for Computer Horizons, there is no disclosure about
alternative merger partners which were considered, if any, whether any of them
were contacted by Citigroup, whether any potential alternative merger partners
expressed interest in Computer Horizons or requested information on Computer
Horizons, whether or not Citigroup believed any alternative merger partners were
more favorable than Analysts and the reasons Computer Horizons believed Analysts
was the most favorable candidate compared to the others. Based on the disclosure
in the Form S-4, we question whether Computer Horizons or Citigroup actively
solicited potential alternative merger partners.
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For the reasons discussed above, we believe the solicitation process
was flawed and the proposed Merger does not represent the best means for the
shareholders to maximize the value of their Shares. We believe the Computer
Horizons Board should retain an investment banking firm to assist in the review
of all available strategic alternatives to maximize shareholder value including,
but not limited to, selling the entire company by means of a merger, tender
offer or otherwise to the highest bidder, divesting or spinning-off all the
assets of the Company on a tax efficient basis or continuing to operate the
Company and divesting or spinning-off its non-core assets. If this is not
successful, we believe the Company should seek to maximize its profitability by
cutting costs, pursuing internal growth and/or using its excess cash to
repurchase its undervalued Shares. There can be no assurance that our suggested
alternatives to the proposed Merger as described above would improve the
Company's business or otherwise enhance shareholder value. We have not obtained
reports from consultants or other outside parties as to whether our suggested
alternatives to the Merger proposal would have an effect on shareholder value.
The Committee is made up of shareholders like you. We have no
interest in this proposal other than seeking the highest value for our Shares.
THE COMMITTEE IS DETERMINED TO STOP THE PROPOSED MERGER. OUR OPPOSITION IS BASED
ON OUR FIRM COMMITMENT TO SHAREHOLDER VALUE AND OUR FIRM BELIEF THAT THE
PROPOSED MERGER IS NOT IN THE BEST INTEREST OF COMPUTER HORIZONS SHAREHOLDERS.
WE THEREFORE URGE YOU TO VOTE YOUR GREEN PROXY AGAINST THE ISSUANCE OF SHARES IN
CONNECTION WITH THE PROPOSED MERGER.
-9-
PROPOSAL NO. 2
PROPOSAL TO APPROVE MOTION TO ADJOURN OR POSTPONE
THE SPECIAL MEETING
You are being asked by Computer Horizons to approve a proposal to
approve any motion to adjourn or postpone the Special Meeting to another time
and place, if necessary, to permit the further solicitation of proxies to
establish a quorum or to obtain additional votes in favor of Proposal 1.
According to the Form S-4, the Computer Horizons Board believes approval of this
proposal may be necessary due to the difficulty of obtaining the necessary votes
during the summer months when many shareholders are unavailable due to vacation
schedules. For the reasons discussed above, we oppose the proposed Merger. To
that end, we are soliciting your proxy to vote AGAINST Proposal No. 2.
THE COMMITTEE URGES YOU TO VOTE AGAINST COMPUTER HORIZONS' PROPOSAL
TO APPROVE ANY MOTION TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY,
TO PERMIT THE FURTHER SOLICITATION OF PROXIES TO ESTABLISH A QUORUM OR TO OBTAIN
ADDITIONAL VOTES IN FAVOR OF PROPOSAL 1.
PROPOSAL NO. 3
PROPOSAL TO APPROVE NAME CHANGE
You are being asked by Computer Horizons to approve a proposal to
amend and restate the certificate of incorporation of Computer Horizons,
effective contemporaneously with the consummation of the Merger, to change the
name of the corporation from Computer Horizons Corp. to "International Horizons
Group, Inc." According to the Form S-4, Computer Horizons management believes
that the current name will no longer accurately reflect the business of the
combined company and the mission of the combined company subsequent to the
consummation of the Merger and that the name change will allow for brand
recognition of Computer Horizons' and Analysts' products and services through
the creation of a single brand name. The full text of the proposed amendment is
set forth in the Form S-4. For the reasons discussed above, we oppose the
proposed Merger. To that end, we are soliciting your proxy to vote AGAINST
Proposal No. 3.
THE COMMITTEE URGES YOU TO VOTE AGAINST COMPUTER HORIZONS' PROPOSAL
TO AMEND AND RESTATE THE CERTIFICATE OF INCORPORATION OF COMPUTER HORIZONS,
EFFECTIVE CONTEMPORANEOUSLY WITH THE CONSUMMATION OF THE MERGER, TO CHANGE THE
NAME OF THE CORPORATION FROM COMPUTER HORIZONS CORP. TO "INTERNATIONAL HORIZONS
GROUP, INC."
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CERTAIN INFORMATION REGARDING THE PROPOSED MERGER
The respective boards of directors of Computer Horizons and Analysts
have unanimously approved the Merger and the related issuance of Shares of
Computer Horizons to Analysts shareholders pursuant to the terms and conditions
of a merger agreement, dated as of April 12, 2005, between Computer Horizons,
Analysts and JV Merger Corp., a Minnesota corporation and a wholly-owned
subsidiary of Computer Horizons (the "Merger Agreement"). In accordance with the
Merger Agreement, Analysts will merge with JV Merger Corp. and Analysts will
thereby become a wholly-owned subsidiary of Computer Horizons. If the Merger is
completed, shareholders of Analysts will receive 1.15 Shares of Computer
Horizons for each share of Analysts common stock that they own on the date that
the Merger is completed. Based on disclosure provided in the Form S-4, Analysts
shareholders will hold approximately 49% and Computer Horizons shareholders will
hold approximately 51% of the outstanding shares of Computer Horizons common
stock immediately after the Merger assuming the exercise of all outstanding
options and warrants to purchase shares of Analysts common stock.
At the completion of the Merger, Computer Horizons will assume all
outstanding options to purchase Analysts common stock. Each option to purchase a
share of Analysts common stock outstanding immediately prior to the Merger will
become an option to purchase, on the same terms, 1.15 shares of Computer
Horizons common stock with the per share option exercise price adjusted
accordingly. In addition, approximately 448,000 outstanding options to purchase
Analysts common stock will become fully vested and immediately exercisable. All
officers continuing their employment with the combined company and all directors
being appointed to the board of the combined company have agreed to waive
acceleration of their options.
Computer Horizons shareholders are not entitled to dissenters'
rights of appraisal for their Shares under the New York Business Corporation Law
in connection with the Merger.
The foregoing description is not complete and is qualified in its
entirety by reference to the full text of the Merger Agreement which is attached
to the Form S-4 as well as other information concerning the Merger set forth in
the Form S-4.
-11-
VOTING AND PROXY PROCEDURES
Only shareholders of record on the Record Date will be entitled to
notice of and to vote at the Special Meeting. Each Share is entitled to one
vote. Shareholders who sell Shares before the Record Date (or acquire them
without voting rights after the Record Date) may not vote such Shares.
Shareholders of record on the Record Date will retain their voting rights in
connection with the Special Meeting even if they sell such Shares after the
Record Date. Based on publicly available information, the Committee believes
that the only outstanding class of securities of Computer Horizons entitled to
vote at the Special Meeting is the Shares.
Shares represented by properly executed GREEN proxy cards will be
voted at the Special Meeting as marked and, in the absence of specific
instructions, will be voted AGAINST the proposal to issue Shares of Computer
Horizons common stock in connection with the Merger, AGAINST the proposal to
approve any motion to adjourn or postpone the Special Meeting to permit the
further solicitation of proxies to establish a quorum or to obtain additional
votes in favor of Proposal 1 at the Special Meeting, AGAINST the proposal to
amend and restate Computer Horizons' certificate of incorporation to change its
name and, in the discretion of the persons named as proxies, on all other
matters as may properly come before the Special Meeting.
QUORUM
In order to conduct any business at the Special Meeting, a quorum
must be present in person or represented by valid proxies. A quorum consists of
a majority of the Shares issued and outstanding on the Record Date. All Shares
that are voted "FOR", "AGAINST" or "ABSTAIN" on any matter will count for
purposes of establishing a quorum and will be treated as Shares entitled to vote
at the Special Meeting (the "Votes Present").
VOTES REQUIRED FOR APPROVAL
Approval of the proposal to issue Shares of Computer Horizons common
stock in connection with the Merger and the proposal to approve any motion to
adjourn or postpone the Special Meeting to permit the further solicitation of
proxies to establish a quorum or to obtain additional votes in favor of Proposal
1 at the Special Meeting requires the affirmative vote of a majority of Shares
represented and voting at the Special Meeting. Approval of the proposal to amend
and restate the certificate of incorporation of Computer Horizons requires the
affirmative vote of a majority of the Shares outstanding on the Record Date.
Shareholders may cast their votes by marking the ballot at the meeting or by
specific voting instructions sent with a signed proxy to either the Committee in
care of MacKenzie Partners, Inc. at the address set forth on the back cover of
this Proxy Statement or to Computer Horizons at 49 Old Bloomfield Avenue,
Mountain Lakes, New Jersey 07046-1495 or any other address provided by Computer
Horizons.
ABSTENTIONS
Abstentions will count as Votes Present for the purpose of
determining whether a quorum is present. Abstentions will not be counted as
Votes Cast on any proposal set forth in this Proxy Statement. Accordingly, the
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Committee believes that abstentions will have the effect of a vote against the
proposal to amend and restate the certificate of incorporation of Computer
Horizons and no effect upon the outcome of voting on the other proposals set
forth in this Proxy Statement.
BROKER NON-VOTES
Shares held in street name that are present by proxy will be
considered as Votes Present for purposes of determining whether a quorum is
present. With regard to certain proposals, the holder of record of Shares held
in street name is permitted to vote as it determines, in its discretion, in the
absence of direction from the beneficial holder of the Shares.
The term "broker non-vote" refers to shares held in street name that
are not voted with respect to a particular matter, generally because the
beneficial owner did not give any instructions to the broker as to how to vote
such shares on that matter and the broker is not permitted under applicable
rules to vote such shares in its discretion because of the subject matter of the
proposal, but whose shares are present on at least one matter. Such shares shall
be counted as Votes Present for the purpose of determining whether a quorum is
present, if voting instructions are given by the beneficial owner as to at least
one of the matters to be voted on. Broker non-votes will not be counted as Votes
Cast with respect to matters as to which the record holder has expressly not
voted. Accordingly, the Committee believes that broker non-votes will have the
effect of a vote against the proposal to amend and restate the certificate of
incorporation of Computer Horizons and no effect upon the outcome of voting on
the other proposals set forth in this Proxy Statement.
-13-
REVOCATION OF PROXIES
Shareholders of Computer Horizons may revoke their proxies at any
time prior to exercise by attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not in and of itself constitute
revocation of a proxy) or by delivering a written notice of revocation. The
delivery of a subsequently dated proxy which is properly completed will
constitute a revocation of any earlier proxy. The revocation may be delivered
either to the Committee in care of MacKenzie Partners, Inc. at the address set
forth on the back cover of this Proxy Statement or to Computer Horizons at 49
Old Bloomfield Avenue, Mountain Lakes, New Jersey 07046-1495 or any other
address provided by Computer Horizons. Although a revocation is effective if
delivered to Computer Horizons, the Committee requests that either the original
or photostatic copies of all revocations be mailed to the Committee in care of
MacKenzie Partners, Inc. at the address set forth on the back cover of this
Proxy Statement so that the Committee will be aware of all revocations and can
more accurately determine if and when proxies have been received from the
holders of record on the Record Date of a majority of the outstanding Shares.
Additionally, MacKenzie Partners, Inc. may use this information to contact
shareholders who have revoked their proxies in order to solicit later dated
proxies against the Company's proposals in connection with the Merger.
IF YOU WISH TO VOTE AGAINST THE COMPANY'S PROPOSALS IN CONNECTION WITH THE
MERGER, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GREEN PROXY CARD IN
THE POSTAGE-PAID ENVELOPE PROVIDED.
-14-
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is
being made by the Committee. Proxies may be solicited by mail, facsimile,
telephone, telegraph, in person and by advertisements. The Committee will not
solicit proxies via the Internet.
The Committee has entered into an agreement with MacKenzie Partners,
Inc. for solicitation and advisory services in connection with this
solicitation, for which MacKenzie Partners, Inc. will receive a fee not to
exceed $___,000.00, together with reimbursement for its reasonable out-of-pocket
expenses, and will be indemnified against certain liabilities and expenses,
including certain liabilities under the federal securities laws. MacKenzie
Partners, Inc. will solicit proxies from individuals, brokers, banks, bank
nominees and other institutional holders. The Committee has requested banks,
brokerage houses and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the Shares they hold of
record. The Committee will reimburse these record holders for their reasonable
out-of-pocket expenses in so doing. It is anticipated that MacKenzie Partners,
Inc. will employ approximately ___ persons to solicit Computer Horizons'
shareholders for the Special Meeting.
The entire expense of soliciting proxies is being borne by the
Committee pursuant to the terms of the Joint Filing and Solicitation Agreement
(as defined below). Costs of this solicitation of proxies are currently
estimated to be approximately $___,000.00. The Committee estimates that through
the date hereof, its expenses in connection with this solicitation are
approximately $___,000.00.
OTHER PARTICIPANT INFORMATION
Each member of the Group is a participant in this solicitation. Eric
Rosenfeld is the Managing Member of Crescendo Investments, a Delaware limited
liability company, which in turn is the general partner of Crescendo Partners, a
Delaware limited partnership. The principal occupation of Mr. Rosenfeld is
serving as the managing member of Crescendo Investments and the managing member
of the general partner of Crescendo Partners, L.P., whose principal business is
investing in securities. The principal business of Crescendo Investments is
acting as the general partner of Crescendo Partners. The principal business of
Crescendo Partners is investing in securities. The principal business address of
Mr. Rosenfeld, Crescendo Partners and Crescendo Investments is 10 East 53rd
Street, 35th Floor, New York, New York 10022. As of the date hereof, Crescendo
Partners is the beneficial owner of 2,401,600 Shares. Eric Rosenfeld and
Crescendo Investments may be deemed to beneficially own the Shares held by
Crescendo Partners by virtue of their affiliation with Crescendo Partners and
each disclaims beneficial ownership of such Shares except to the extent of their
pecuniary interest therein. Richard L. Scott is the trustee of FAS Trust. The
principal occupation of Mr. Scott is investing in securities. Stephen T. Braun
is the trustee of RLS Trust and Family Trust. The principal occupation of Mr.
Braun is serving as a member of the law firm of Boult Cummings Conners &
Berry, PLC. The principal business address of Mr. Scott, FAS Trust, RLS Trust
and Family Trust is 700 11th Street S, Suite 101, Naples, Florida 34102. The
principal business address of Mr. Braun is c/o Boult Cummings Conners &
Berry, PLC, 1600 Division Street, Suite 700, Nashville, Tennessee 37203. As of
the date hereof, FAS Trust is the beneficial owner of 333,996 Shares, RLS Trust
-15-
is the beneficial owner of 305,481 Shares, and Family Trust is the beneficial
owner of 185,523 Shares. Mr. Scott may be deemed to beneficially own the Shares
held by FAS Trust by virtue of his power to vote and dispose of such Shares. Mr.
Braun may be deemed to beneficially own the Shares held by each of RLS Trust and
Family Trust by virtue of his power to vote and dispose of such Shares. Mr.
Braun disclaims beneficial ownership of the Shares held by RLS Trust and Family
Trust. Except as set forth in this Proxy Statement, no participant in this
solicitation has a substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted on at the Special Meeting.
On July 22, 2005, each of the participants in this solicitation
entered into a Joint Filing and Solicitation Agreement in which, among other
things, (a) the parties agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of Computer Horizons
to the extent required under applicable securities laws, (b) the parties agreed
not to, directly or indirectly, offer, sell, dispose of, transfer or hypothecate
any securities of the Company without the prior written consent of each of the
parties, (c) the parties agreed to form the Committee for the purpose of
soliciting proxies or written consents in opposition to the Company's proposals
in connection with the proposed Merger as well as in connection with the
proposed calling of a special meeting of shareholders to remove up to all of the
existing directors serving on the Computer Horizons Board and replacing them
with new directors, and voting in favor of and soliciting proxies or written
consents in favor of such proposals (the "Solicitations"), and (d) Crescendo
Partners, FAS Trust, RLS Trust and Family Trust agreed to pay directly all
expenses incurred in connection with the Group's activities on a pro rata basis
based on the number of Shares held by such entities on the date thereof. The
Committee intends to seek reimbursement from Computer Horizons of all expenses
it incurs in connection with the Solicitations. The Committee does not intend to
submit the question of such reimbursement to a vote of security holders of the
Company.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Committee is unaware of any other matters to be considered at
the Special Meeting. However, should other matters, which the Committee is not
aware of a reasonable time before this solicitation, be brought before the
Special Meeting, the persons named as proxies on the enclosed GREEN proxy card
will vote on such matters in their discretion.
The Committee has omitted from this Proxy Statement certain
disclosure required by applicable law that is already included in the Form S-4.
This disclosure includes, among other things, detailed information relating to
the background, reasons for, terms and consequences of the Merger, including
risk factors, financial and pro forma information, tax consequences, accounting
treatment, description of business conducted by Computer Horizons and Analysts,
description and share price information of the common stock of Computer Horizons
and Analysts, comparison of rights of holders of shares of common stock of
Computer Horizons and Analysts, and interest of officers and directors of
Computer Horizons and Analysts in the Merger. The Form S-4 also includes
disclosure on deadlines and procedures for submitting proposals at Computer
Horizons' next annual meeting of shareholders under Rule 14a-8 of the Securities
Exchange Act of 1934, as amended, and outside the processes of Rule 14a-8.
Shareholders should refer to the Form S-4 in order to review this disclosure.
Although we do not have any knowledge indicating that any statement made by the
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Committee herein is untrue, we do not take any responsibility for the accuracy
or completeness of statements taken from public documents and records that were
not prepared by or on our behalf, or for any failure by Computer Horizons to
disclose events that may affect the significance or accuracy of such
information. See Schedule I for information regarding persons who beneficially
own more than 5% of the Shares and the ownership of the Shares by the management
of Computer Horizons.
The information concerning Computer Horizons contained in this Proxy
Statement and the Schedules attached hereto has been taken from, or is based
upon, publicly available information.
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
_____, 2005
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SCHEDULE I
THE FOLLOWING TABLE IS REPRINTED FROM THE COMPANY'S PROXY STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2005.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table presents certain information with respect to the
beneficial ownership of shares of the Company's common stock (its only class of
voting securities) on March 30, 2005 (except as noted otherwise), by (a) persons
owning more than 5% of such shares, (b) each director and person nominated for
election as a director (see "Election of Directors"), (c) the named executive
officers identified in the Summary Compensation Table, and (d) all directors and
executive officers as a group. Unless otherwise indicated, each person has sole
voting and dispositive power over the shares shown as being owned by such
person.
Amount Beneficially
Owned(1) Percent of
Name and Address of Beneficial Owner as of March 30, 2005 Class
- ------------------------------------ -------------------- ----------
William J. Murphy 241,476 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Michael J. Shea 144,948 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
John E. Ferdinandi 5,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William M. Duncan 75,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Earl L. Mason 100,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
William J. Marino 47,200 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Eric P. Edelstein 25,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
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L. White Matthews, III 23,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
Edward J. Obuchowski 25,000 (2)
49 Old Bloomfield Avenue
Mountain Lakes, NJ 07046-1495
All directors and executive officers as a group 686,624 (3) 2.20 %
(nine persons)
Tocqueville Asset Management LLP 1,556,150 (4) 5.00 %
40 West 57th Street, 19th Floor
New York, New York 10019
Dimensional Fund Advisors, Inc 1,957,883 (5) 6.27 %
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Royce and Associates, LLC 2,606,600 (6) 8.35 %
1414 Avenue of the Americas
New York, NY 10019
FMR Corp 3,048,242 (7)` 9.76 %
82 Devonshire Street
Boston, MA 02109
(1) Includes 340,159 shares issuable upon exercise of options granted
under the Company's 1994 Incentive Stock Option and Appreciation
Plan, as follows: Murphy, 203,867; Shea, 131,292; and Ferdinandi,
5,000. Also includes 230,000 shares issuable upon exercise of
options granted under the Company's 1991 Directors' Stock Option
Plan (as amended), as follows: Duncan, 70,000; Mason, 60,000;
Marino, 40,000; Edelstein, 20,000; Matthews, 20,000; Obuchowski,
20,000.
(2) Less than 1%.
(3) Includes all shares issuable upon exercise of options granted under
the Company's 1994 Incentive Stock Option and Appreciation Plan and
the Company's 1991 Directors' Stock Option Plan, as amended,
included in Note 1.
(4) Tocqueville Asset Management LLP filed a Schedule 13G Statement with
the Securities and Exchange Commission stating that as of December
31, 2004, it may be deemed to have sole voting power with respect to
1,419,710 shares of the Company's common stock, and sole dispositive
power with respect to 1,556,150 shares of the Company's common
stock.
(5) Dimensional Fund Advisors, Inc. filed a Schedule 13G Statement with
the Securities and Exchange Commission stating that as of December
31, 2004, it may be deemed to have sole voting power and sole
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dispositive power with respect to 1,957,883 shares of the Company's
common stock with no shared voting power or shared dispositive
power.
(6) Royce and Associates, LLC filed a Schedule 13G Statement with the
Securities and Exchange Commission stating that as of December 31,
2004 it may be deemed to have sole voting power and sole dispositive
power with respect to 2,606,600 shares of the Company's common stock
with no shared voting power or shared dispositive power.
(7) FMR Corp. filed a Schedule 13G Statement with the Securities and
Exchange Commission stating that as of December 31, 2004 it may be
deemed to have sole dispositive power with respect to 3,048,242
shares of the Company's common stock with no shared dispositive
power.
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IMPORTANT
Tell your Board what you think! Your vote is important. No matter
how many Shares you own, please give the Committee your proxy AGAINST the
Company's Merger proposals by taking three steps:
o SIGNING the enclosed GREEN proxy card,
o DATING the enclosed GREEN proxy card, and
o MAILING the enclosed GREEN proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States).
If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution, only it can vote such Shares and only
upon receipt of your specific instructions. Accordingly, please contact the
person responsible for your account and instruct that person to execute the
GREEN proxy card representing your Shares. The Committee urges you to confirm in
writing your instructions to the Committee in care of MacKenzie Partners, Inc.
at the address provided below so that the Committee will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact MacKenzie Partners, Inc. at the
address set forth below.
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JULY 22, 2005
COMPUTER HORIZONS CORP.
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE
COMPUTER HORIZONS FULL VALUE COMMITTEE
THE BOARD OF DIRECTORS OF COMPUTER HORIZONS CORP.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Eric Rosenfeld and Arnaud Ajdler, and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Computer Horizons Corp. (the "Company") which the undersigned
would be entitled to vote if personally present at the Special Meeting of
Shareholders of the Company, and including at any adjournments or postponements
thereof and at any meeting called in lieu thereof (the "Special Meeting").
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in their discretion with respect to any other matters as may
properly come before the Special Meeting that are unknown to The Computer
Horizons Full Value Committee a reasonable time before this solicitation.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS
PROXY WILL BE VOTED AGAINST PROPOSALS 1, 2 AND 3.
This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] PLEASE MARK VOTE AS IN THIS EXAMPLE
1. The Company's proposal to approve the issuance of shares of Computer
Horizons Corp. common stock in connection with the merger of
Analysts International Corporation with JV Merger Corp., a Minnesota
corporation and a wholly-owned subsidiary of Computer Horizons
Corp., pursuant to an Agreement and Plan of Merger, dated as of
April 12, 2005, by and among Computer Horizons Corp., JV Merger
Corp. and Analysts International Corporation.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. The Company's proposal to approve any motion to adjourn or postpone
the Special Meeting to another time and place, if necessary, to
permit the further solicitation of proxies to establish a quorum or
to obtain additional votes in favor of Proposal 1.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. The Company's proposal to approve the amendment and restatement of
the certificate of incorporation of Computer Horizons Corp.,
effective contemporaneously with the consummation of the merger, to
change the name of the corporation from Computer Horizons Corp. to
"International Horizons Group, Inc."
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
