August 9, 2005
Eric Rosenfeld
Managing Member
Crescendo Investments
10 East 53rd Street
35th Floor
New York, NY 10022
Re: Computer Horizons Corp.
Preliminary Schedule 14A filed on August 8, 2005, as amended
Filed by The Computer Horizons Full Value Committee
File No. 0-07282
Dear Mr. Rosenfeld:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your
explanation as to why one or more of our comments are inapplicable
or a revision is unnecessary. Feel free to call us at the telephone
numbers listed at the end of this letter.
General
1. We refer you to prior comment 1 of our letter dated August 4,
2005. We note you have adopted and reiterated certain management
statements including the "high margin" nature of the solutions
business and "low margin" nature of the staffing business. In
particular the statements attributed to management and taken from
management press releases, management conference calls, and a
power point presentation are used as support for the Committee`s
views about the business prospects of Computer Horizons and terms
of the proposed transaction with Analysts. Please confirm your
understanding that in making these statements, all participants
assume responsibility and liability for such material upon its
republication in this Proxy Statement. We note the disclosure on
pages 18 and 19 that expressly disclaims liability for certain
reprinted information, and this disclaimer should be narrowed or
eliminated.
2. Please ensure that the discussion of the business prospects of
Computer Horizons is clear in identifying whether the views are
those of the company`s management, the Committee or both. For
example, in the first paragraph following the boxed text on page 5,
you refer to an expectation concerning Chimes contribution as a
principal growth engine for Computer Horizons and as strong bottom
line contributor.
Is this expectation held by both management and by the Committee?
3. We refer you to comment 1 of letter dated August 4, 2005.
Please revise to disclose the public availability of the slide-show
presentation discussed in your response 1(c). Further, please
advise who prepared the presentation and in what context the
presentation was prepared.
4. We refer you to prior comment 5. Please revise to disclose
John J. Cassese as a participant in the solicitation. Alternatively,
provide a substantive analysis why Mr. Cassese is not a
participant in the solicitation. In support of your position, your
response should provide a materially complete description of your
discussions with Mr. Cassese. To the extent that disclosure of your
interaction and discussions with Mr. Cassese would be required to
provide a materially complete description of the background of your
solicitation to those security holders considering the proposed
merger transaction, please revise.
Proxy Statement Cover Page
5. We refer you to comment 7 of our letter dated August 4, 2005.
While we note your revised disclosure on page 19, please revise
this page to reference the request for the special meeting and
summarize the current status of the request.
Proposal No.1
Reasons to Vote Against the Proposed Merger, page 4
6. In the first full paragraph on page 5 you state that the change
of control fees to Analysts` executives will be shouldered by
Computer Horizons` shareholders. Please clarify the that current
shareholders of Computer Horizons as well as the former Analyst
holders who receive their Computer Horizons shares in the merger
would share these costs in accordance with their proportionate
interests.
We Believe the Exchange Ratio under the Proposed Merger Is Set Too
High, page 5
7. We note that you have "extracted" a table that discusses
implied exchange ratios, however you do not refer to the full
variety of valuation methods or the conclusions of the fairness
opinion of Citigroup summarized in Computer Horizon`s Form S-4/A.
Please revise to state clearly that this specific analysis is only
one of several valuation techniques applied by Citigroup. Further,
we note in the next section, you discuss a range of implied per share
values of Computer Horizons. Please revise to disclose throughout
your document that this determination was part of a discounted cash
flow analysis and is only one of many valuation metrics.
We Believe the Combined, Direct Transaction Costs..., page 9
8. We refer you to comment 12 of our letter dated August 12, 2005.
Please provide support and quantitative analysis for your
determination that there were approximately $14.4 million in
direct transaction costs including $7.1 million in change in control
payments.
The Committee`s Request to Call a Special Meeting of Shareholders,
page 19
9. You indicate that "the Committee has not yet finalized its
slate of director nominees". Please clarify whether one or more
of the planned nominees have been identified and discuss what must take
place in order for the slate to be "finalized".
If you have any questions, please call Adam Halper, at (202)
551-3482. If you require additional assistance you may contact
Jeffrey Werbitt at (202) 551-3456, me, at (202) 551-3266,
Mark Shuman, Branch Chief-Legal at, (202) 551-3462 or in his
absence Barbara C. Jacobs, Assistant Director at, (202) 551-3730.
Nicholas P. Panos
Special Counsel
Office of Mergers & Acquisitions
cc: Steve Wolosky, Esq
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Telephone: (212) 451-2300
Facsimile: (212) 451-2222