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/
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/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/X/ 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 INVESTMENTS, LLC
RICHARD L. SCOTT
STEPHEN T. BRAUN
KARL L. MEYER
ROBERT F. WALTERS
FRANK J. TANKI
WILLEM VAN RIJN
THE COMPUTER HORIZONS FULL VALUE COMMITTEE
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-2-
The Computer Horizons Full Value Committee (the "Committee"), together
with the other participants named herein, is filing materials contained in this
Schedule 14A with the Securities and Exchange Commission ("SEC") in connection
with the solicitation of proxies to remove and replace the existing Board of
Directors of Computer Horizons Corp. (the "Company") at a special meeting of
shareholders scheduled to be held on October 11, 2005.
Item 1: On October 5, 2005, the Committee issued the following press
release.
NEWS RELEASE
FOR IMMEDIATE RELEASE
THE COMPUTER HORIZONS FULL VALUE COMMITTEE ISSUES OPEN
LETTER TO SHAREHOLDERS
THE COMMITTEE ENCOURAGES SHAREHOLDERS TO VOTE "FOR" A NEW INDEPENDENT
BOARD WITH CREDIBILITY AND STRONG TRACK RECORD OF CREATING VALUE FOR
SHAREHOLDERS
NEW YORK, NY, OCTOBER 5, 2005 - The Computer Horizons Full Value Committee today
issued the following letter to shareholders of Computer Horizons Corp. (NASDAQ:
CHRZ) urging them to vote "FOR" the Committee's proposals to replace the
incumbent board with new directors experienced in creating shareholder value by
voting the BLUE proxy card before the special meeting of shareholders scheduled
for October 11, 2005.
Dear Fellow Computer Horizons Shareholder:
There are only a few days remaining until the special meeting of
shareholders scheduled for October 11, 2005. At this important meeting, you are
being asked to make a choice between the current board, which has an ownership
interest of less than 1% in Computer Horizons or a new independent board, a
member of which owns more than 7.6% of Computer Horizons' stock. We believe that
our campaign has already been effective in creating value for all shareholders.
We believe that the current board hired an investment bank to explore strategic
alternatives and announced that it will implement additional cost reductions as
a direct result of our activism. Our job is not done yet. Remember, if the
incumbent board were to be re-elected the pressure on the directors would be
lifted and they could very well revert to their previous ways. We are wary that
the current board will not make the best decisions for maximizing value for all
shareholders. This is the same board that recommended that shareholders approve
a merger with Analysts International. GIVEN THEIR TRACK RECORD, WE ARE CONCERNED
THAT THE BOARD'S OWN INTERESTS MAY INHIBIT THE NEW FINANCIAL ADVISOR FROM FULLY
AND DILIGENTLY EXPLORING ALL STRATEGIC ALTERNATIVES.
Ultimately, this election comes down to the issue of credibility and who is
better suited to creating shareholder value. We encourage all shareholders, no
matter how few shares they may own, to vote the BLUE proxy card "FOR" our
accomplished nominees who will be dedicated to maximizing value for ALL
shareholders.
WHOM SHOULD YOU TRUST?
Over the past several years, the current board has made poor decisions that have
resulted in the desttruction of shareholder value:
o Do you trust a board that spent significant time and shareholder money
recommending and fighting for the Analysts merger, a merger where ISS
recognized that, "...given the viewpoint that CHRZ shares were
undervalued, participating in a stock transaction resulted in
substantial dilution of the existing CHRZ shareholders"?
o Do you trust a board that NOW admits that its shares were undervalued
and were not adequately considered in the Analysts deal? As ISS notes
"...the company agreed that CHRZ shares are undervalued, enhancing the
implied value transfer caused by the high exchange ratio" and "...with
hindsight, the company has questioned some of the financial analysis
prepared by their advisors and the associated advice."
o Do you trust a board that spent $6.4 million in order to reject the
$5.00 Aquent bid approximately two years ago and whose stock has
floundered significantly below that level since then?
o Do you trust a board that has deviated from its articulated strategy
for improving shareholder value? As ISS states "...we concluded that
the transaction represented a `detour' from the company's core stated
strategy and that the transaction favored ANLY shareholders
disproportionately."
o Do you trust a board that has led the Company during a period of
dismal financial performance and has overseen the erosion of
shareholder value?
o Do you trust a board that has less than 1% outright ownership in the
Company and, as a result, does not have the same incentive to maximize
value for shareholders as we do?
OUR NOMINEES WILL BE FOCUSED ON ONE THING - MAXIMIZING SHAREHOLDER VALUE
o Eric Rosenfeld, one of our nominees, led the fight against the
proposed merger with Analysts International, recognizing that its
consummation would likely have a damaging impact on shareholder value.
o Our nominees have considerable experience implementing strategies in
the information technology industry and other industries, which has
led to the creation of significant shareholder value.
o One of our proposed nominees beneficially owns 7.6% of Computer
Horizons' shares and the nominees plan to implement a minimal
ownership threshold for board members.
o Our nominees have a plan and are committed to exploring ALL options
for Computer Horizons. This includes focusing on the higher margin
business segments (Chimes, Federal) and maximizing the Company's
profitability by reducing costs (a strategy that the Company claims to
have adopted during this proxy contest) while at the same time fully
exploring all other alternatives available to the Company including
selling the Company, divesting or spinning off assets, and/or using
excess cash to repurchase shares.
With little time remaining until our critical special meeting of
shareholders, we hope you will agree with us that a return to the status quo is
not a viable option. We encourage you to join us in our campaign for change at
Computer Horizons by voting FOR a new group of directors who are committed to
enhancing shareholder value. VOTE THE BLUE PROXY CARD TODAY.
PLEASE DISCARD ANY PROXY MATERIALS YOU MAY RECEIVE FROM COMPUTER HORIZONS
AND VOTE ONLY THE BLUE PROXY CARD THAT YOU SHOULD HAVE ALREADY RECEIVED. AND
REMEMBER, YOU CAN STILL CHANGE YOUR VOTE EVEN IF YOU HAVE ALREADY VOTED
MANAGEMENT'S PROXY CARD BY RETURNING YOUR BLUE PROXY CARD - ONLY THE LATEST
DATED PROXY CARD YOU RETURN WILL BE COUNTED.
If you have any questions, or need assistance in filling out your BLUE
proxy card, please call our proxy solicitors, MacKenzie Partners, Inc. toll-free
at (800) 322-2885 or (212) 929-5500 (call collect).
Sincerely,
/s/ Eric Rosenfeld
Eric Rosenfeld
The Computer Horizons Full Value Committee
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The Computer Horizons Full Value Committee (the "Committee"), together with the
other Participants (as defined below), has made a definitive filing with the SEC
of a proxy statement and accompanying proxy card to be used to solicit votes to
remove and replace the Company's existing Board of Directors at a special
meeting of shareholders scheduled to be held on October 11, 2005 (the "Special
Meeting").
THE COMMITTEE ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL
PROVIDE COPIES OF THE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST. REQUESTS
FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE
PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR BY E-MAIL AT:
PROXY@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE 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 INVESTMENTS, LLC, RICHARD L. SCOTT, STEPHEN T. BRAUN,
KARL L. MEYER, ROBERT F. WALTERS, FRANK J. TANKI, WILLEM VAN RIJN AND THE
COMPUTER HORIZONS FULL VALUE COMMITTEE (THE "PARTICIPANTS"). INFORMATION
REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE
IN THEIR SCHEDULE 13D JOINTLY FILED WITH THE SEC ON JULY 22, 2005, AS
SUBSEQUENTLY AMENDED ON JULY 27, 2005, AUGUST 19, 2005 AND SEPTEMBER 2, 2005.
