OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300
September 1, 2005 FACSIMILE: 212.451.2222
WWW.OLSHANLAW.COM
DIRECT DIAL: 212-451-2333
EMAIL: SWOLOSKY@OLSHANLAW.COM
BY FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mark P. Shuman
Re: COMPUTER HORIZONS CORP. (THE "COMPANY")
PRELIMINARY SCHEDULE 14A FILED ON AUGUST 19, 2005
FILED BY THE COMPUTER HORIZONS FULL VALUE COMMITTEE
FILE NO. 0-07282
Dear Mr. Shuman:
We acknowledge receipt of the letter of comment dated August 29,
2005 from the Staff (the "Comment Letter") with regard to the above-referenced
matter. We have reviewed the Comment Letter with The Computer Horizons Full
Value Committee and provide the following supplemental response on its behalf.
Unless otherwise indicated, the page references below are to the marked version
of the enclosed paper copy of the Preliminary Schedule 14A filed on the date
hereof. Capitalized terms used herein and not separately defined have the
meanings given to them in the Preliminary Schedule 14A. Our responses are
numbered to correspond to your comments.
GENERAL
1. The disclosure has been revised to update the specified disclosure items
contained in the Company's proxy materials. See page 3, 27 and Schedule
II of Proxy Statement.
The disclosure has been revised to reflect a September 22 meeting date
so no discrepancy exists. See Cover Letter and page 1 of Proxy
Statement.
NEW JERSEY OFFICE
2001 ROUTE 46 / SUITE 202
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: 973.335.7400
FACSIMILED: 973.335.8018
September 1, 2005
Page 2
2. The disclosure has been revised to state that the Committee has
cross-conditioned the proposals upon one another. See page 1 of Proxy
Statement and Proxy Card.
The disclosure has been revised to state the potential effects of
submitting a slate of five directors if the number of directors remains
unchanged at seven, or is changed to ten following the Merger. See pages
14 to 15 of Proxy Statement.
3. The Committee would like to finalize and mail the Proxy Statement as
soon as it is advised that the Staff does not have further comments
thereto, regardless of whether the September 2 meeting is postponed or
its outcome remains unknown.
The Committee plans to continue with the solicitation to remove the
board even if the Merger is approved. The Proxy Statement has been
updated to include the current board composition as well as the board
composition following approval and consummation of the Merger. Assuming
the proposed Merger is approved and consummated prior to the Special
Meeting, there will be certain information concerning the reconstituted
board such as beneficial ownership that may be publicly available in the
Company's proxy statement or other public filings only after the
Committee has finalized and mailed its Proxy Statement. The Committee
believes that it is permissible to omit this information from its Proxy
Statement pursuant to Rule 14a-5(c) if a clear reference is made to the
particular document containing such information. The disclosure has been
revised to include such reference. See page 27 of Proxy Statement.
The Merger Agreement provides that the Merger will become effective as
soon as practicable but no more than three business days (unless
Computer Horizons and Analysts shall otherwise agree) following the
later of (a) the receipt of the respective votes of the shareholders of
Computer Horizons and the shareholders of Analysts and (b) the
satisfaction or waiver of all conditions to the consummation of the
Merger. Because it is uncertain how long it will take Computer Horizons
and Analysts to certify the shareholder votes at the respective meetings
and when all conditions to consummation of the Merger will be satisfied
or waived, the Committee cannot determine whether the Merger will be
closed prior to the September 22 meeting.
The Merger Agreement provides that the new board will be appointed at
the effective time of the Merger. As discussed above, because it is
uncertain when the Merger will be closed, the Committee cannot determine
whether the new board will be appointed prior to the September 22
meeting.
The Merger Agreement provides that as soon as practicable after the
closing of the Merger, Computer Horizons will cause its transfer agent
to coordinate the surrender of shares of Analysts common stock in
exchange for shares of Computer Horizons common stock. As discussed
above, because it is uncertain when the Merger will be closed, or how
long it will take to complete the exchange of Analysts shares for
Computer Horizons shares, the Committee cannot determine how many, if
any, former Analysts security holders may become record holders as of
the record date for the September 22 meeting.
September 1, 2005
Page 3
Since the Record Date is only 10 days prior to the meeting date, the
minimum amount of time prescribed under New York law and the Company's
bylaws, the Committee will not be able to mail its proxy materials to
the record holders until a few days prior to the meeting date. On a
supplemental basis, the Committee believes the Company has chosen to
have the Record Date be only 10 days prior to the meeting date to make
it more difficult for a quorum to be present. The Committee intends to
first mail the Proxy Statement prior to the Record Date and has set a
record date as of August 24, 2005 strictly for the purposes of mailing
proxy materials and soliciting shareholders (the "Mailing Record Date").
After the Record Date, the Committee will re-mail the Proxy Statement to
shareholders of record. We are advised by ADP that it will be able to
determine whether shareholders as of the Mailing Record Date who voted
their shares actually held the shares of record on the Record Date
through a technical reconciliation process. The Committee intends to
request that the Company provide it with an updated shareholders list so
that the Committee can solicit all shareholders (including former
Analysts shareholders if they become shareholders on or prior to the
Record Date). The Committee will update its disclosure with the number
of shares outstanding as of the Record Date and re-mail its proxy
materials to the shareholders as of the Record Date. This information
has been disclosed in the Proxy Statement. See page 3 of Proxy
Statement.
4. The disclosure has been revised as requested. See pages 9 to 10 and 14
to 15 of Proxy Statement.
5. The disclosure has been revised as requested. See page 26 of Proxy
Statement.
While it may appear on the surface that there are overlapping issues in
the proxy statements for both special meetings, the Committee believes
the vote on the Merger is a separate matter from the vote on removing
and replacing directors. The special meeting to approve the Merger was
called by the Company while the special meeting to remove and replace
the directors was called by the Committee. The Committee currently
intends to proceed with the special meeting to remove and replace the
existing directors regardless of whether or not the Merger is approved.
Accordingly, the Committee does not believe that RLS Investments or the
Nominees (other than Mr. Rosenfeld) should be included as participants
in the definitive proxy statement filed in connection with the September
2 meeting. RLS Investments and the Nominees (other than Mr. Rosenfeld)
became members of the Section 13(d) group one week after the definitive
proxy statement was filed. The Nominees (other than Mr. Rosenfeld) have
had no active involvement in the second solicitation, other than
agreeing to serve as nominees if elected. RLS Investments has agreed to
indemnify Messrs. Meyer, Walters, Tanki and van Rijn.
6. None of the participants in this solicitation or, to their knowledge,
any of their affiliates, beneficially owns securities of Analysts.
PROXY STATEMENT COVER PAGE
7. The disclosure has been revised as requested. See page 1 of Proxy
Statement.
September 1, 2005
Page 4
BACKGROUND TO THE SOLICITATION
THE COMMITTEE'S REQUESTS TO THE COMPANY FOR SPECIAL MEETING
8. In response to the Staff's request, enclosed please find a copy of each
request or other communication made of Computer Horizons by or on behalf
of the Committee or any of its constituents, beginning with the July 22,
2005 request for shareholders' list and written responses received from
Computer Horizons and its agents. Counsel to the Company requested
certain agreements and information regarding each nominee in the
enclosed letter dated August 12, 2005. The Committee did not comply with
these requests as set forth in the enclosed letter from counsel to the
Committee dated August 16, 2005.
9. The Committee does not believe that there are any applicable statutory
provisions, case law or provisions in the Company's organizational
documents that require the Committee to comply with the requests in
Computer Horizons' August 12, 2005 letter to the Committee. This
disclosure has been inserted in the Proxy Statement and the reference
that the request was not based upon any "legal basis and support" has
been deleted. See page 7 of Proxy Statement.
10. The disclosure concerning the legal action instituted against Computer
Horizons in the Supreme Court of the State of New York has been inserted
in the Proxy Statement. See page 8 of Proxy Statement. In response to
the Staff's request, enclosed please find all court papers filed to date
in connection with the legal action.
PROPOSAL NO. 1
ILL-ADVISED PROPOSED MERGER WITH ANALYSTS
LACK OF MANAGEMENT AND DIRECTOR OWNERSHIP OF SHARES
11. The disclosure has been revised as requested. See pages 13 and 15 of
Proxy Statement.
12. The disclosure has been revised as requested. See page 12 of Proxy
Statement.
13. The disclosure has been revised as requested. See pages 18 to 20 of
Proxy Statement.
14. The disclosure has been revised as requested. See page 12 of Proxy
Statement.
PROPOSAL NO. 2
PROPOSAL TO FIX NUMBER OF DIRECTORS AT FIVE
15. The disclosure has been revised as requested. See page 14 of Proxy
Statement.
PROPOSAL NO. 3
PROPOSAL TO ELECT THE NOMINEES
16. The conclusion that the Committee has nominated "truly independent
nominees" has been deleted. See page 14 of Proxy Statement.
September 1, 2005
Page 5
17. The statement, "Additional nominations made pursuant to the preceding
sentence are without prejudice to the position of the Committee that any
attempt to increase the size of the current Computer Horizons Board or
to classify the Computer Horizons Board constitutes an unlawful
manipulation of Computer Horizons' corporate machinery" has been
deleted. See page 18 of Proxy Statement.
VOTING AND PROXY PROCEDURES
BROKER NON-VOTES
18. The Staff is correct in its belief that the holders of record of Shares
held in street name do not have discretionary authority with respect to
any of the three proposals listed on the proxy card or with respect to
any proposal to adjourn the meeting. The disclosure has been revised as
requested. See page 22 of Proxy Statement.
OTHER PARTICIPANT INFORMATION
19. The letter agreements indemnifying Messrs. Meyer, Walters, Tanki and van
Rijn have been included as exhibits to Amendment No. 3 to Schedule 13D
filed by the Committee on September 1, 2005.
20. The Committee confirms that the Proxy Statement contains all of the
information with respect to participants in the solicitation as required
by Item 5(b) of Schedule 14A.
* * * * *
In connection with responding to the Staff's comments, attached please
find a certificate signed by each of the participants containing the three
acknowledgments requested by the Staff.
The Staff is invited to contact the undersigned with any comments or
questions it may have. We would appreciate your prompt advice as to whether the
Staff has any further comments.
Very truly yours,
/s/ Steven Wolosky
------------------
Steven Wolosky
Enclosures
cc: Eric Rosenfeld
Alan Bazaar
ACKNOWLEDGMENT
In connection with responding to the comments of the Staff of the
Securities and Exchange Commission ("SEC") relating to the preliminary proxy
statement on Schedule 14A (the "Proxy Statement") filed by The Computer Horizons
Full Value Committee on August 19, 2005, the undersigned acknowledges the
following:
o The undersigned is responsible for the adequacy and accuracy of
the disclosure in the Proxy Statement.
o The Staff's comments or changes to disclosure in response to
Staff comments do not foreclose the SEC from taking any action
with respect to the Proxy Statement.
o The undersigned may not assert Staff comments as a defense in
any proceeding initiated by the SEC or any person under the
federal securities laws of the United States.
Dated: September 1, 2005 CRESCENDO PARTNERS II, L.P., SERIES R
By: Crescendo Investments II, LLC
General Partner
By: /s/ Eric Rosenfeld
------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO INVESTMENTS II, LLC
By: /s/ Eric Rosenfeld
-------------------------------
Name: Eric Rosenfeld
Title: Managing Member
/s/ Eric Rosenfeld
-------------------------------------
ERIC ROSENFELD
F. ANNETTE SCOTT FLORIDA TRUST
By: /s/ Richard L. Scott
-----------------------------
Name: Richard L. Scott
Title: Trustee
RICHARD L. SCOTT FLORIDA TRUST
By: /s/ Stephen T. Braun
-----------------------------
Name: Stephen T. Braun
Title: Trustee
SCOTT FAMILY FLORIDA PARTNERSHIP
TRUST
By: /s/ Stephen T. Braun
-----------------------------
Name: Stephen T. Braun
Title: Trustee
RICHARD L. SCOTT INVESTMENTS, LLC
By: /s/ Richard L. Scott
-----------------------------
Name: Richard L. Scott
Title: President
/s/ Richard L. Scott
-------------------------------------
RICHARD L. SCOTT
/s/ Stephen T. Braun
-------------------------------------
STEPHEN T. BRAUN
/s/ Karl L. Meyer
-------------------------------------
KARL L. MEYER
/s/ Robert F. Walters
-------------------------------------
ROBERT F. WALTERS
/s/ Frank J. Tanki
-------------------------------------
FRANK J. TANKI
/s/ Willem Van Rijn
-------------------------------------
WILLEM VAN RIJN
