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Sills Cummis Epstein & Gross
A PROFESSIONAL CORPORATION
The Legal Center
One Riverfront Plaza
Newark, New Jersey 07102-5400
Tel: 973-643-7000
Fax: 973-643-6500
Robert Crane Member of the Firm Direct Dial: (973) 643-5055 E-mail: mcrane@sillscummis.com | | 30 Rockefeller Plaza New York, NY 10112 Tel: 212-643-7000 Fax: 212-643-6550 August 10, 2005 |
VIA FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | | Barbara C. Jacobs Mark P. Shuman Perry Hindin Adam Halper |
- Re:
- Computer Horizons Corp.
Amendment No. 1 to Preliminary Proxy Statement of Crescendo
Partners II L.P., Series R
Filed: August 8, 2005
File No.: 000-07282
Schedule 13D of Crescendo Partners II L.P., Series R
Filed: July 22, 2005
Dear Sirs and Madam:
This letter sets forth additional comments of Computer Horizons Corp., a New York corporation (the "Company"), to Amendment No. 2 to the Preliminary Proxy Statement of Crescendo Partners II L.P., Series R and others (collectively, "Crescendo") filed with the Securities and Exchange Commission (the "Commission") on August 10, 2005 (the "Preliminary Proxy Statement") and the Schedule 13D filed by Crescendo with the Commission on July 22, 2005, as subsequently amended (the "Schedule 13D"). We have been authorized by the Company to provide the comments contained in this letter on behalf of the Company. Unless otherwise noted, references in the text of the comments herein to page numbers are to the version of the Preliminary Proxy Statement filed via EDGAR by Crescendo.
- •
- Page 5. In the third paragraph, beginning with "We believe that Computer Horizons has significant intrinsic value", Crescendo refers to financial information from the Company's Form 10-Q for the first quarter of fiscal 2005. Given that the Company's Form 10-Q for the second quarter of fiscal 2005 was filed with the Commission prior to the filing of Amendment No. 2 to the Preliminary Proxy Statement, that paragraph should be revised to reflect more recent financial information.
- •
- Page 6. Crescendo states that the current price of the Company's common stock, $3.57 per share, is a discount to the range of values provided by Citigroup Global
We hope this assists you in your evaluation process. Please do not hesitate to contact me if you have any questions.
| | Very truly yours, |
| | /s/ ROBERT MAX CRANE Robert Max Crane |
- cc:
- William J. Murphy
Michael C. Caulfield, Esq.
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Sills Cummis Epstein & Gross A PROFESSIONAL CORPORATIONThe Legal Center One Riverfront Plaza Newark, New Jersey 07102-5400 Tel: 973-643-7000 Fax: 973-643-6500