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
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
[_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2)
COMPUTER HORIZONS CORP.
--------------------------------------------------
(Name of Registrant as Specified in Its Charter)
AQUENT LLC
--------------------------------------------------------------------------
(Name of Person(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:
2. Aggregate number of securities to which transaction applies:
3. Per unit price on 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
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[_] Fee paid previously with preliminary material
[_] 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 of schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
-2-
AQUENT LLC
711 Boylston Street
Boston, MA 02116
IMPORTANT
Aquent Nominates Two Independent Directors And Proposes Other Action At
The May 14 Annual Meeting In Order To Facilitate Negotiations
Regarding Its Proposal To Acquire Computer Horizons Corp.
For Approximately $151 Million Or $5 Per Share In Cash
April __, 2003
Dear Fellow Shareholder of Computer Horizons Corp.:
On behalf of Aquent LLC, a privately held global professional services firm
and the owner of approximately 1,101,000 shares of Computer Horizons
(approximately 3.6%), I am writing to notify you of some important developments
regarding your Company. On April 14, 2003, Aquent sent a letter to the Company's
Board of Directors proposing a cash merger transaction in which Aquent would
acquire Computer Horizons for approximately $151 million, or $5.00 per share
in cash. Our $5.00 per share proposal represents a premium of 67% to Computer
Horizons' closing price on Friday, April 11, 2003 of $3.00, a 69% premium to
Computer Horizons' average closing price of $2.96 over the 30 trading days prior
to the public announcement of Aquent's proposal on April 14, 2003, and is higher
than any trading price for Computer Horizons common stock over the last two
years. We are confident that a combination of Aquent and Computer Horizons would
benefit both companies' shareholders, customers, employees and contractors, and
would result in a combined entity with the necessary size to be a leader in our
industry.
While we strongly desire to meet with the Board and management of the
Company to negotiate a transaction that is in the best interests of all
Computer Horizons shareholders, Aquent's request to present its premium
proposal has so far been rebuffed. Aquent is committed to pursuing the means
necessary to persuade the Board to discuss our cash merger proposal with us.
That is the reason why we are appealing directly to you - the true owners of
Computer Horizons--by asking you to cast your votes at the Annual Meeting in a
way that sends the Board an unequivocal message that you want the Board to
seriously consider acquisition proposals such as ours.
At the Company's upcoming Annual Meeting of Shareholders, we intend to seek
your support for two independent and highly-qualified candidates for election to
Computer Horizons' Board of Directors. The two individuals Aquent intends to
nominate as directors are Robert A. Trevisani and Karl L. Meyer. Both of these
individuals have experience as public company directors. We believe that
election of two new and independent members to the Company's Board, while they
will not constitute a majority of the six-person Board, will help guide the
Board to fulfill its fiduciary duty to explore all avenues open to the Board and
its advisers with the goal of maximizing shareholder value. We are also seeking
your support to amend the Company's by-laws to authorize shareholders who own
10% or more of Computer Horizons' outstanding stock to call a special meeting of
shareholders. This will afford shareholders the opportunity to hold Computer
Horizons' Board accountable for its actions at any time during the year, not
just once a year at the annual meeting. At present, only management or the
holders of 50% or more of Computer Horizons' outstanding stock can call a
special meeting.
-3-
Please know that we did not desire to file proxy materials and seek to
take action at the Annual Meeting. We attempted, through an intermediary who
contacted William J. Murphy, Computer Horizons' current chief executive officer,
to arrange a meeting with Thomas J. Berry, the chairman of the board of the
Company, and present our $5.00 per share cash proposal to him in person.
Mr. John J. Cassese, who resigned as director and is on administrative leave
from his former role as chief executive officer following his recent
indictment on insider trading charges, responded in a telephone call with
Mr. Murphy on the line. Purporting to act on behalf of Computer Horizons where
he supposedly has no official capacity, Mr. Cassese made it clear that neither
he nor Computer Horizons had any interest in receiving or considering our
proposal or any similar proposal from anyone else. Mr. Murphy allowed
Mr. Cassese to carry the conversation in this regard. Perceiving this
telephone call to be an unequivocal rebuff and recognizing the unique
opportunity afforded by the upcoming Annual Meeting to hold Computer Horizons'
directors and management team accountable, we felt it was imperative to appeal
to the shareholders to take action at this time. Otherwise, we would risk an
unacceptable delay of one year before our proposal, or a similar proposal,
could be put before you - the true owners of Computer Horizons - at a time
when you could send an appropriate message to the Board.
Voting for our proposals at the Annual Meeting will not obligate you or the
Company in any manner in regard to a possible acquisition of the Company by us
or any third party. We seek only to sit down with the Board and its financial
advisor, perform due diligence, try to agree upon the terms of the proposed cash
merger and then present the transaction to you, the shareholders, to approve or
disapprove as you see fit. We intend for the terms of the transaction to be
reached through a process of negotiation with the directors subject to ultimate
decision by you.
For those of you unfamiliar with us, Aquent is a Boston-based premier
global solutions company. We employed approximately 10,000 people worldwide
during 2002 and operate 70 offices located in 15 countries. Our company consists
of two divisions: IT Services, providing solutions in application development,
quality assurance testing, and project management; and Marketing & Creative
Services, providing outsourcing, systems consulting and staffing for Global 1000
companies. We have been profitable in each of the past 17 years. We have
acquired more than a dozen companies since 1986, including Renaissance
Worldwide, Inc., an IT Services company with annual revenues of more than $200
million, for approximately $100 million in cash in 2001.
Please join us in sending a strong message to Computer Horizons' Board by
voting FOR our proposals on the enclosed GOLD proxy card. The Company's Annual
Meeting is scheduled to take place on Wednesday, May 14, 2003. The enclosed
proxy statement contains important information concerning the Company's Annual
Meeting, our nominees and our proposals - we strongly encourage you to read it
carefully.
WE URGE YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY.
IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING YOUR PROXY OR REQUIRE ASSISTANCE,
PLEASE CALL MACKENZIE PARTNERS INC. AT (800) 322-2885.
Thank you for your support.
On behalf of Aquent LLC,
Sincerely,
John Chuang
Chairman and Chief Executive Officer
-4-
IMPORTANT
Please sign, date and return the enclosed GOLD proxy card TODAY in the
envelope provided.
THIS SOLICITATION IS BEING MADE BY AQUENT AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED GOLD PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. PROPERLY VOTING THE ENCLOSED
GOLD PROXY CARD AUTOMATICALLY REVOKES ALL PRIOR PROXY CARDS PREVIOUSLY SIGNED BY
YOU.
DO NOT MAIL ANY PROXY CARD OTHER THAN THE ENCLOSED GOLD CARD IF YOU WISH TO
VOTE FOR THE NOMINEES THAT AQUENT SUPPORTS.
EVEN IF YOU PREVIOUSLY HAVE VOTED A PROXY CARD FURNISHED TO YOU BY THE
COMPANY'S CURRENT BOARD, YOU HAVE THE LEGAL RIGHT TO CHANGE YOUR VOTE BY
SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. ONLY YOUR LATEST
DATED PROXY WILL COUNT AT THE MEETING.
HOLDERS OF RECORD OF SHARES OF COMMON STOCK AS OF APRIL 2, 2003, THE RECORD
DATE FOR VOTING AT THE ANNUAL MEETING, ARE URGED TO SUBMIT A GOLD PROXY CARD
EVEN IF YOUR SHARES ARE SOLD AFTER THE RECORD DATE.
IF YOU PURCHASED SHARES OF COMMON STOCK AFTER THE RECORD DATE AND WISH TO
VOTE SUCH SHARES AT THE MEETING, YOU SHOULD OBTAIN A GOLD PROXY CARD FROM THE
SELLER OF SUCH SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE AND MAIL
THE ENCLOSED GOLD PROXY CARD TO US IN CARE OF MACKENZIE PARTNERS INC., THE FIRM
ASSISTING US IN THE SOLICITATION OF PROXIES, IN THE POSTAGE-PAID ENVELOPE
PROVIDED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE
OR OTHER INSTITUTION, ONLY IT CAN SIGN A GOLD PROXY CARD WITH RESPECT TO YOUR
SHARES AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU
SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR
A GOLD PROXY CARD TO BE SIGNED REPRESENTING YOUR SHARES. WE URGE YOU TO CONFIRM
IN WRITING YOUR INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO
PROVIDE A COPY OF SUCH INSTRUCTIONS TO US IN CARE OF MACKENZIE PARTNERS INC. AT
THE ADDRESS INDICATED BELOW SO THAT WE WILL BE AWARE OF ALL INSTRUCTIONS GIVEN
AND CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.
-5-
If you have any questions about executing your proxy or require assistance,
please call our proxy solicitor:
[LOGO OF MACKENZIE PARTNERS INC.]
105 Madison Avenue
New York, NY 10016
(212) 929-5502 (Call Collect)
or
Call Toll-Free: (800) 322-2885
-6-
PRELIMINARY COPIES
AQUENT LLC
711 Boylston Street
Boston, MA 02116
------------------------------
PROXY STATEMENT
OF
AQUENT LLC
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
OF
COMPUTER HORIZONS CORP.
MAY 14, 2003
HANOVER MARRIOTT, WHIPPANY, NJ
------------------------------
The enclosed GOLD proxy card is solicited on behalf of Aquent LLC
("Aquent"). Only shareholders of record of Computer Horizons Corp. (the
"Company") at the close of business on April 2, 2003, will be entitled to
notice of and to vote at the annual meeting of shareholders (the "Annual
Meeting") with each share entitled to one vote. As of April 2, 2003 the record
date for the meeting, the Company had outstanding 30,209,112 shares of common
stock, $.10 par value, 859,300 of which shares were held beneficially by
Aquent, representing approximately 2.8% of the shares outstanding on the record
date. Aquent currently beneficially holds 1,101,000 shares, or 3.6% of the
currently outstanding shares. It is anticipated that Aquent's mailing to
shareholders of this Proxy Statement and the enclosed GOLD proxy card will
commence on or about April __, 2003.
At the Annual Meeting, six persons will be elected to the Board of
Directors of the Company (the "Board") to hold office until the next annual
meeting of shareholders, or until their successors have been duly elected and
qualified. In opposition to the solicitation of proxies by the current Board of
the Company to re-elect themselves -- the six current incumbent directors --
Aquent is soliciting proxies to elect two outstanding nominees of Aquent (the
"Aquent Nominees") and four of the six incumbents, thereby defeating the
candidacy of Thomas J. Berry and Rocco J. Marano for re-election. Aquent
believes that the Aquent Nominees, if elected, will provide valuable perspective
to the Board and will seek to act in the best interests of the Company's
shareholders. If Aquent determines at or prior to the Annual Meeting that any
Aquent Nominee is unable or otherwise unavailable to serve as a director, Aquent
reserves the right to nominate a replacement candidate for election as a
director.
Aquent believes that, if elected, the Aquent Nominees will seek to help the
Board fulfill its fiduciary duty to explore all avenues open to the Company with
the goal of maximizing shareholder value, including the evaluation of proposals
to acquire the Company, such as Aquent has made. The Aquent Nominees will not be
in a position, however, to effect any action, including any action referred to
above, without the support of at least two or more of the incumbent members of
the Board. There can be no assurance that the incumbent members of the
-7-
Board will vote with the Aquent Nominees to explore strategic alternatives.
Aquent believes, however, that shareholder support for the Aquent Nominees may
encourage the Board to explore strategic alternatives to maximize shareholder
value. If elected, the Aquent Nominees will be subject to a fiduciary duty
to act in the best interests of all of the Company's shareholders and there can
be no assurance that the Aquent Nominees will favorably respond to any
acquisition offers or other proposals that Aquent may make. In addition, there
can be no assurance that if the Aquent Nominees are elected the Company's value
will be maximized.
Aquent is also proposing an amendment to the Company's by-laws authorizing
special meetings to be called by persons who own, individually or in the
aggregate, 10% or more of the Company's outstanding common stock. Aquent
believes this amendment will give the shareholders a greater voice in the
governance of the Company at a time when important decisions must be made
regarding the Company's future. At present, only management, or the holders of
50% or more of the Company's outstanding stock, can call a shareholders meeting.
The reasons why Aquent thinks its proposals will be beneficial to shareholders
are discussed below under the heading "WHY YOU SHOULD VOTE FOR AQUENT'S
PROPOSALS."
PRIOR CONTACTS BETWEEN AQUENT AND THE COMPANY
In March 2003 Aquent developed a proposal involving the possible
acquisition of the Company by Aquent, based on publicly available information
about the Company and without having any contacts with the Company. Aquent then
asked Robert W. Baird & Co. Incorporated ("Baird"), an investment banking firm
which had performed services for the Company in the past, to contact the Company
to see whether a meeting could be arranged between Aquent and Thomas J. Berry,
the Company's chairman of the board. On April 3, 2003, Baird contacted William
J. Murphy, the Company's president and chief executive officer and a member of
the Board, and made the request. Later that day, Baird received a call from Mr.
Murphy and John J. Cassese, the Company's former chief executive officer who on
March 13, 2003 resigned as a director of the Company and took a leave of absence
as president and chief executive officer following his indictment by the
Department of Justice on charges of insider trading involving a company
unrelated to the Company. Purporting to act on behalf of the Company, at which
he no longer has an official capacity, Mr. Cassese stated that the Company had
no interest in receiving or considering our proposal or any similar proposal
from anyone else. Mr. Murphy, the Company's chief executive officer, was present
on the call but let Mr. Cassese carry the conversation in this regard. Messrs.
Murphy and Cassese stated that they were speaking with the knowledge of Mr.
Berry, the chairman of the board.
Aquent concluded that the message sent to Baird in the telephone call by
Mr. Cassese, with the Company's chief executive officer (who is a Board member)
on the line, could reasonably be considered an unequivocal rebuff of Aquent's
approach to the Company. Aquent then concluded that it was imperative to take
immediate action if it wanted to take advantage of the Annual Meeting scheduled
for May 14, 2003 to give the Company's shareholders an opportunity to take
actions intended to further the consideration of acquisition proposals by the
Board. Concurrently with its preparation of a press release and preliminary
proxy materials for the Annual Meeting, Aquent also prepared a letter addressed
to each of the Board members concerning the rebuff of its proposal and
reiterating Aquent's desire to meet with one or more Board representatives.
On April 14, 2003, the same day that Aquent issued its initial press
release regarding its proposed course of action, it sent a copy of the letter
to each Board member and attempted to contact certain of the directors of
the Company by telephone to indicate that a letter was being sent. Since that
time, none of the Company, its financial advisor or any of the individual
directors has been in contact with Aquent.
WHY YOU SHOULD VOTE FOR AQUENT'S PROPOSALS
Election Of The Aquent Nominees. Aquent urges you to elect the Aquent
Nominees, and defeat the candidacy of Messrs. Berry and Marano, for two reasons.
1. Aquent believes that the only way to get the Board to consider an
acquisition proposal from us or others is to add to the Board new directors who
are more responsive to the needs of shareholders.
2. Aquent believes that the transaction we are proposing is in the best
interest of you, the shareholders, and is far superior to the Company's current
business strategy.
We Believe The Board Needs An Independence Perspective To Help In
Fulfilling Its Duties. Aquent urges you to elect the Aquent Nominees in place
of Messrs. Berry and Marano because Aquent believes that the Aquent
-8-
Nominees will help guide the Board to fulfill its fiduciary duty to explore all
avenues open to the Board and its advisors with the goal of maximizing
shareholder value.
To date, more than three weeks after Mr. Cassese stated that the Company
did not intend to consider our proposal or any similar proposals, the Company
has not yet responded to us regarding our proposal or disavowed Mr. Cassese's
statement. See "PRIOR CONTACTS BETWEEN AQUENT AND THE COMPANY."
Aquent believes that the Board has a fiduciary duty to you, the
shareholders, to thoughtfully consider all practical alternatives for maximizing
shareholder value. One such alternative, in the case of virtually all public
companies, is the possibility of being acquired by another company. This does
not mean that the Board must accept any offer that, after careful analysis,
it believes to be inadequate. But we do not understand how a board of directors,
in light of its fiduciary duty, can refuse to at least take notice of
unsolicited expressions of interest in acquiring the company. Nor do we
understand how a board of directors, in light of its fiduciary duty, can
acquiesce in leaving unchanged the statements made by Mr. Cassese on April 4.
Aquent has not received any response from the Company in the past three
weeks, despite a public statement by the Company that the Company intended to
keep its shareholders advised of the Company's continuing evaluation of the
matter. Having heard nothing, Aquent therefore continues to believe that the
only way to get the Board to seriously consider acquisition proposals that may
be in your best interests is to elect the Aquent Nominees to the Board.
We Believe Our Proposal Is In Your Best Interest. Aquent believes its
proposal is far more attractive to the Company's shareholders than the likely
consequences of continuing to follow management's current strategy. This is
because:
~ Our proposed price of $5.00 per share constitutes a 67% premium to the
Company's closing price on Friday, April 11, 2003 and a 69% premium to the
Company's average closing price over the 30 trading days prior to the public
announcement of Aquent's proposal on April 14, 2003, and is higher than
any trading price for the Company's common stock over the past two years.(1)
~ Our bid is credible and, we believe, likely to be consummated if approved
by the Company's shareholders. We have made over a dozen acquisitions in the
past and know what is required to move to a prompt closing. We are prepared to
devote our attention and resources to complete the transaction in an expeditious
fashion. We financed our December 2001 acquisition of Renaissance Worldwide,
Inc. for approximately $100 million in cash using cash on hand, asset based
loans and equity and subordinated debt investments made by existing Aquent
holders and their associates. All of such debt has subsequently been retired
following the sale of our non-core government solutions business, and we
currently have no long-term or institutional debt. We believe that we can
finance an acquisition of the Company using cash on hand at Aquent and the
Company, and the same type of asset based loans and additional debt and equity
financing we used in the Renaissance acquisition.
~ We believe the Company's present management team has consistently failed
to develop, articulate and execute a strategy that will increase Computer
Horizons' share price. This failure has resulted in $109 million of losses over
the past three years and a share price that has suffered greatly. We strongly
doubt that management can get the Company's share price to approach or exceed
$5 per share in the foreseeable future without the prospect of an acquisition
of the Company. During the Company's latest conference call on February 26,
2003, management announced another significant operating loss, and articulated
another change in strategy - utilizing the Company's assets to acquire a
federal government solutions business (an acquisition that could be extremely
expensive, yet still not establish Computer Horizons as a significant service
provider in that market). Even more disappointing, the Company's management
team articulated no strategy for turning around its IT staffing business,
which accounted for approximately 68% of its revenue in 2002. The Company's
management team also failed to articulate how it would make its Chimes, Inc.
subsidiary profitable in 2003. During the five trading days following the
February 26 conference call, the Company's stock price dropped from $3.92 to
$2.96 and never closed above $3.09 until after the public announcement of
Aquent's proposal. During the same period, each of the NASDAQ, Standard & Poor's
500 and Dow Jones Industrial Average Indices rose at least 5%. Shareholders
should make their own assessment of management's ability to execute on its
newly articulated strategy and ask themselves whether the present management
team's strategy is likely to increase or decrease shareholder value.
~ A transaction with us, if consummated, will afford shareholders the
immediacy and certainty of a cash payment upon closing of the transaction, as
compared with having the Company remain independent and waiting to see what
effect management's current strategy may have on shareholder value. Shareholders
will be free to invest or otherwise use the net proceeds of the transaction as
they choose, rather than continue to be tied to an investment in the Company.
By-Law Amendment. Aquent believes that authorizing shareholders who own 10%
or more of the Company's stock to call special meetings of shareholders will
afford shareholders the opportunity to hold the Board accountable for its
actions at any time of the year, not just once a year at the Annual Meeting.
Aquent therefore urges you to approve the proposed by-law amendment.
Among other things, shareholders might seek to introduce corporate
governance proposals or consider changing the composition of the Board more
frequently than once a year, through the removal of incumbent directors and/or
enlargement of the Board and the election of new directors to fill the resulting
vacancies. Such action could be taken if the shareholders believed that the
incumbent directors were not fulfilling their fiduciary duty to consider
attractive acquisition proposals, or were otherwise acting out of selfish
motives or seeking to entrench themselves in power. Aquent has not at present
determined whether to take any particular actions that it might take at such a
special meeting but it reserves its rights as a shareholder to take any such
actions.
- ---------
(1) You should be aware that our cash merger price of approximately $151
million, or $5 per share, was developed by us, after consulting with our
financial advisor, SunTrust Robinson Humphrey ("Robinson Humphrey"), on the
basis of publicly available information about the Company. Among the principal
financial measures used by the Company were multiples of revenues for IT
staffing and IT solutions firms prevailing in market prices for publicly
traded companies and in acquisitions of such companies. Revenue multiples are
frequently used as valuation benchmarks because many IT staffing and IT
solutions companies are currently incurring net losses and negative cash flow.
Aquent did not request or obtain any appraisals of the Company's assets or
estimates or projections of their net realizable values, nor did the Company
request or obtain any opinion from Robinson Humphrey or any other firm in
regard to the fairness of such price, from a financial point of view, to
Aquent, its equityholders, the Company, the Company's shareholders or any
other person.
-9-
The Board, which is elected by the shareholders, should listen and be
receptive to requests for special meetings by shareholders having a significant
interest in the Company in order to give prompt and timely consideration to
matters that shareholders deem important to their interests and not be required
to wait until the next annual meeting, since the lapse of time could be very
detrimental.
Under New York law and the Company's charter and by-laws, most actions that
can be taken by the shareholders at a special meeting without the concurrence of
the Board require approval by the holders of a majority of those shares which
are voted at the meeting, not by an absolute majority of the outstanding shares.
It therefore seems illogical and unnecessary to require that an absolute
majority of all outstanding shares be mobilized merely to call a meeting.
FOR THE REASONS SET FORTH ABOVE, AQUENT BELIEVES THAT THE VALUE OF THE
COMPANY IS BEING JEOPARDIZED BY THE REFUSAL OF MR. CASSESE TO ALLOW THE BOARD TO
CONSIDER ACQUISITION OFFERS AND BELIEVES THAT THE ELECTION OF THE AQUENT
NOMINEES REPRESENTS THE BEST MEANS TO ACT UPON THE BOARD'S FIDUCIARY DUTY TO
EXPLORE ALL AVENUES TO MAXIMIZE THE VALUE OF THE SHAREHOLDERS' INVESTMENT IN THE
COMPANY.
AQUENT BELIEVES THAT ITS PROPOSAL TO THE COMPANY IS IN THE BEST INTEREST OF
YOU, THE SHAREHOLDERS. AQUENT BELIEVES THAT FACILITATING THE CALL OF SPECIAL
SHAREHOLDERS MEETINGS WILL HELP TO MAKE THE BOARD MORE ACCOUNTABLE TO
SHAREHOLDERS.
YOUR VOTE IS IMPORTANT. YOU, THE COMPANY'S SHAREHOLDERS, CAN MOVE TO
PROTECT YOUR INVESTMENT IN THE COMPANY BY SIGNING, DATING AND MAILING PROMPTLY
THE ENCLOSED GOLD PROXY CARD IN SUPPORT OF AQUENT'S NOMINEES.
CERTAIN MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Election of Directors
At the Meeting, six directors are to be elected to hold office until the
next Annual Meeting and until their successors shall have been elected and
qualified.
It is Aquent's intention to vote the shares of Common Stock represented by
the proxy, unless otherwise specified therein, to elect as directors the two
Aquent Nominees whose names and biographies appear below and to re-elect all of
the incumbent directors other than Messrs. Berry and Marano. For biographical
and other information about the four incumbent directors whom Aquent intends to
vote for, please refer to the proxy statement and form of proxy that has been
distributed by the Company.
At the Annual Meeting, Aquent will nominate the persons whose names and
biographies appear below. In the event either of the Aquent Nominees should
become unavailable or unable to serve as a Director, it is intended that votes
will be cast for a substitute nominee designated by Aquent. Aquent has no reason
to believe that any of the various nominees named on the GOLD proxy card or on
management's white proxy card will be unable to serve if elected, although
-10-
there can be no assurance as to whether management's nominees will serve if
elected with either or both of the Aquent Nominees. If any of management's
nominees should become unavailable or unable to serve as a director, the named
proxies do not intend to cast votes for any substitute nominee. Each of the
Aquent Nominees has consented to being named in this Proxy Statement and to
serve if elected.
Aquent's Nominees
Both of the Aquent Nominees have experience with public companies and with
mergers and acquisitions:
Karl L. Meyer, age 65, has been chairman of the board, president and a
majority shareholder of Ermis Maritime Holdings Limited, a private holding
company owning and operating ocean going tanker vessels, since February 2001.
Previously, he held similar positions and was a ten percent shareholder in two
publicly traded companies, Homeport Bancorp, Inc. (Nasdaq: HPBC), a single bank
holding company owning the Nantucket Bank, from April 1991 to December 2000, and
Marine Transport Lines, Inc. (Nasdaq: MTL), the owner and operator of 58
vessels, from April 1986 to December 1989. During Mr. Meyer's tenure, HPBC was
merged with Seacoast Financial Services Corporation (Nasdaq: SCFS) and MTL was
sold to private investors. Shareholders received cash in both of these
transactions.
Mr. Meyer has been Managing Director of Diogenes Management Company, an
investment advisory company, since July 1995. He has served as a director of two
other public companies, Stelmar Shipping Inc. (MYSE: SJH) from the date of its
initial public offering in March 2001 to November 2002, accepting appointments
as chairman of its audit committee and member of its remuneration committee, and
BT Shipping Limited (Nasdaq: BTBT) from 1994 to 1996.
Earlier in his business career, Mr. Meyer was responsible for the
acquisition of Bulk Transport and affiliates, now OMI corp. (NYSE: OMM) by the
Ogden Corporation (NYSE: OG) and the formation of SSI Navigation Inc., a
subdidiary of the Itel Corporation (Amex: ITEL). Mr. Meyer holds a MBA degree
from Harvard Business School (HBS) and a BS Degree and a Doctorate (honorary)
degree from Massachusetts Maritime Academy (MMA). He is a member of the
Executive Committee of the Wall Street Council of Boston College, chairman of
the Board of Visitors of MMA and a member of the Partners of '63, an
organization of classmates from HBS dedicated to improving education.
Robert A. Trevisani, Esq., age 69, has been a partner at the law firm of
Gadsby Hannah, LLP since 1968, with a specialty in mergers and acquisitions. He
has also been an adjunct professor of Law at Boston College Law School since
1996, and formerly at Boston University Graduate School of Law from 1976 to 1996
where he designed and has taught courses in international mergers and
acquisitions. He served as a director of HomePort Bancorp, a publicly traded
bank holding company, from 1997 to 2000.
Mr. Trevisani is an Overseer of Boston College Law School and president and
trustee of The Commonwealth Charitable Foundation, Inc.; a trustee of Stratford
Foundation, Inc.; a trustee of Mount Ida College; a trustee of WorldBoston/World
Affairs Council; a trustee of the Institute for Experimental Psychiatry Research
Foundation at the University of Pennsylvania; and vice president, treasurer and
director of the American Association for Polish-Jewish Studies, Inc.
Mr. Trevisani holds an L.L.B. degree from Boston College Law School and an
L.L.M. degree from New York University Law School.
AQUENT RECOMMENDS THAT YOU VOTE "FOR" ITS NOMINEES ON THE ENCLOSED GOLD
PROXY CARD.
Each of the Aquent Nominees is a United States citizen. For additional
information regarding the Aquent Nominees, see Appendix I annexed to this Proxy
Statement. The information above and in Appendix I has been furnished to Aquent
by the Aquent Nominees.
Neither of the Aquent Nominees has had any material business relationships
with Aquent over the past five years. The Aquent Nominees will not receive any
compensation from Aquent for services as directors of the Company or for
agreeing to stand for election as directors. Aquent will indemnify the Aquent
Nominees against liabilities incurred by them in connection with the
solicitation of proxies that arise out of or are based upon materially untrue
or materially misleading statements or omissions made by Aquent (but not by
them) or any other violation by Aquent (but not by them) of federal or state
securities laws in connection with the
solicitation.
By-Law Amendment
Aquent is also proposing an amendment to the Company's by-laws authorizing
special meetings to be called by persons who own, individually or in the
aggregate, 10% or more of the
-11-
Company's outstanding common stock. We believe this amendment will give the
shareholders a greater voice in the governance of the Company at a time when
important decisions must be made regarding the Company's future. At present,
only management, or the holders of 50% or more of the Company's outstanding
stock, can call a shareholders meeting.
Under Article VI of the Company's by-laws, the shareholders are authorized
to amend the by-laws, with or without the Board's consent, by adopting an
amendment at a meeting of shareholders.
Aquent's proposal is as follows:
"RESOLVED, that Article I, Section 3 of the by-laws be and hereby is
amended to read in its entirety as follows:
'Special Meetings. Special meetings of shareholders may be called at any
time for any purpose or purposes by the board of directors or by the president
and shall be called by the president or secretary within five business days
after receipt of a written request signed by the holders of 10% or more of the
issued and outstanding shares entitled to vote thereat, which request shall be
delivered to the president or secretary and shall state the date, time and place
of the meeting and the purpose or purposes for which it is requested.'"
Aquent believes that authorizing shareholders who own 10% or more of the
Company's stock to call special meetings of shareholders will afford
shareholders the opportunity to hold the Board accountable for its actions at
any time of the year, not just once a year at the Annual Meeting. Aquent
therefore urges you to approve the proposed by-law amendment.
Among other things, shareholders might seek to introduce corporate
governance proposals or consider changing the composition of the Board more
frequently than once a year, through the removal of incumbent directors and/or
enlargement of the Board and the election of new directors to fill the resulting
vacancies. Such action could be taken if the shareholders believed that the
incumbent directors were not fulfilling their fiduciary duty to consider
attractive acquisition proposals, or were otherwise acting out of selfish
motives or seeking to entrench themselves in power. Aquent has not at present
determined whether to take any particular actions that it might take at such a
special meeting but it reserves its rights as a shareholder to take any such
actions.
The Board, which is elected by the shareholders, should listen and be
receptive to requests for special meetings by shareholders having a significant
interest in the Company in order to give prompt and timely consideration to
matters that shareholders deem important to their interests and not be required
to wait until the next annual meeting, since the lapse of time could be very
detrimental.
Under New York law and the Company's charter and by-laws, most actions that
can be taken by the shareholders at a special meeting without the concurrence of
the Board require approval by the holders of a majority of those shares which
are voted at the meeting, not by an absolute majority of the outstanding shares.
It therefore seems illogical and unnecessary to require that an absolute
majority of all outstanding shares be mobilized merely to call a meeting.
Interests of Aquent
Except for its belief that a revitalized Board will be more likely to
consider any acquisition offers for the Company that Aquent may make, or as
otherwise disclosed in this Proxy Statement (including the Appendices hereto),
none of the Aquent Nominees, Aquent or any of their affiliates or associates has
any substantial interest, direct or indirect, by security holdings or otherwise,
in any matter to be acted upon at the Annual Meeting.
Aquent reserves the right to make, withdraw or repropose acquisition
proposals at any time and on terms which may differ from the proposal it is
currently making.
Other Matters to be Considered at the Annual Meeting
-12-
The Company's Board has sent you management's proxy statement discussing,
in addition to the election of directors, other matters that may properly come
before the Annual Meeting. Aquent intends to refrain from voting on any such
matter and is not soliciting proxies with respect to any such matter. If,
however, any other matters, not referred to in management's proxy statement,
properly come before the meeting, the persons named in the enclosed form of
proxy will vote such proxies in accordance with their judgment on such matters.
Note that it will not be possible to use the GOLD proxy card to vote on the
election of Messrs. Berry and Marano, who have been nominated by the Board, or
on other proposals submitted by management seeking approval of various proposed
employee benefit plans.
VOTING OF PROXIES AND RELATED MATTERS
Voting of Proxies
All properly executed and unrevoked proxies that are received in time for
the meeting will be voted at the meeting or any adjournment thereof in
accordance with any specifications therein, or if no specifications are made,
will be voted "FOR" the election of the named nominees as directors and "FOR"
approval of the proposal to amend the Company's by-laws to authorize special
shareholders meetings to be called by the holders of 10% or more of the
Company's outstanding common stock.
Required Votes
Directors are elected by plurality vote, with abstentions, withheld votes
and broker non-votes not counting as voting for or against any nominee. Any
other matter to be voted on at the meeting will require, for approval, the
affirmative vote of a majority of the shares of common stock voting on the
proposal, with abstentions and broker non-votes not counting as voting for or
against the proposal.
Revocation of Proxies
Any person giving a proxy may revoke it by written notice to the Company at
any time prior to exercise of the proxy. A person present at the meeting may
withdraw his or her proxy by voting in person.
Submission of a properly executed GOLD proxy card will revoke all prior
proxy cards, including any white proxy cards which solicit a proxy in favor of
management with respect to such matters.
SHARES OF THE COMPANY HELD BY AQUENT AND ITS NOMINEES
The following table sets forth, as of April , 2003, the number and
percentage of outstanding shares of Common Stock beneficially owned by Aquent
and each of the Aquent Nominees:
Name of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned(1) Beneficially Owned
- ------------------- --------------------- --------------------
Aquent LLC 1,101,000(2) 3.6%
Karl L. Meyer 0 --
-13-
Robert A. Trevisani
All above parties in the aggregate: 1,101,000 3.6%
- ----------
1. None of such persons holds options to purchase shares of Common Stock. None
of such persons holds any shares of record but not beneficially.
2. The power to vote or dispose of such shares is shared by John H. Chuang,
Steven M. Kapner and Mia M. Wenjen, who are officers and directors of
Aquent LLC.
Management's proxy statement sets forth information as to the number and
percentage of outstanding shares beneficially owned by (i) each person known by
the Company to own more than 5% of the outstanding Common Stock, (ii) each
director of the Company, (iii) each of the five most highly paid executive
officers of the Company and (iv) all executive officers and directors of the
Company as a group, and reference is made thereto for such information.
SOLICITATION AND EXPENSES
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone, telegram and the internet by managers, officers and other
employees of Aquent who will not be specially compensated for these services.
Aquent has engaged MacKenzie Partners, Inc. to serve as a proxy solicitor.
Approximately 30 persons will be utilized by MacKenzie Partners, Inc. in its
solicitation efforts, which may be made by telephone, facsimile, telegram or
the internet, or by personal interview. Aquent will pay Mackenzie Partners,
Inc. a fee of up to approximately $100,000 and will reimburse MacKenzie
Partners, Inc. for its reasonable out-of-pocket expenses. The entire expense
of preparing, assembling, printing and mailing this proxy solicitation and
related materials and the cost of soliciting proxies will be borne by Aquent.
Although no precise estimate can be made at the present time, Aquent currently
estimates that the total expenditures relating to the proxy solicitation
incurred by Aquent may be approximately $350,000 (exclusive of possible
litigation), of which approximately $50,000 has been incurred to date. Aquent
has also agreed to indemnify its nominees and MacKenzie Partners, Inc.
against certain liabilities. See 'ELECTION OF DIRECTORS--AQUENT'S NOMINEES.'
Aquent will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares held
of record by such brokers, nominees, custodians and other fiduciaries. Aquent
will reimburse such persons for their reasonable expenses in connection
therewith.
To the extent legally permissible, Aquent will seek reimbursement from the
Company for the costs of this solicitation. Aquent does not currently intend to
submit approval of such reimbursement to a vote of shareholders of the Company
at a subsequent meeting unless required by law.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual meeting to
be held in 2004 must be received by the Company no later than December 10, 2003,
to be included in the proxy materials for such meeting. The Company has stated
publicly that proxies solicited by the Board of Directors for the 2004 Annual
Meeting may be voted at the discretion of the persons named in management's
proxy statement for that meeting, or their substitutes, with respect to any
-14-
shareholder proposal not included in the Company's proxy statement if the
Company does not receive notice of such proposal on or before March 1, 2004.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein regarding matters that are not
historical facts are forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995). Such forward-looking statements
involve risks and uncertainties; consequently, actual results may differ
materially from those expressed or implied thereby, including due to risk
factors listed from time to time in Computer Horizons' reports and filings with
the Securities and Exchange Commission.
OTHER INFORMATION
Reference is made to management's proxy statement for additional
information regarding the Company, the Annual Meeting and management's
proposals, nominees for election as directrors (including those four nominees
for whom the proxies named in Aquent's GOLD proxy card intend to vote, the
beneficial owners of more than 5% of the Company's voting securities and stock
ownership of officers and directors.
Aquent does not make any representation as to the accuracy or completeness
of the information contained in management's proxy statement or in the Company's
Annual Report.
-15-
PRELIMINARY COPIES
PROXY
COMPUTER HORIZONS CORP.
ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 2003
10:00 A.M. LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF AQUENT LLC
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF COMPUTER HORIZONS CORPORATION
The undersigned appoints John H. Chuang, Steven M. Kapner and Mark H. Harnett,
and each of them acting individually, as proxy or proxies of the undersigned
with full power of substitution to vote all shares of stock which the
undersigned would be entitled to vote if the undersigned were personally
present at the Annual Meeting of Shareholders of COMPUTER HORIZONS CORP. to be
held at the Hanover Marriott, 1401 Route 10 East, Whippany, NJ on Wednesday,
May 14, 2003 at 10:00 A.M. and any adjournment thereof. The undersigned hereby
expressly revokes any and all previous proxies with respect to the matters
covered by this proxy.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
(Continued, and to be marked, dated and signed, on the other side)
- --------------------------------------------------------------------------------
COMPUTER HORIZONS CORP. - ANNUAL MEETING, MAY 14, 2003
YOUR VOTE IS IMPORTANT!
PROXY MATERIALS ARE ALSO AVAILABLE ON-LINE AT:
[________________]
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
-16-
AQUENT LLC RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.
PLEASE MARK YOUR
VOTES AS INDICATED [X]
IN THIS EXAMPLE
ELECTION OF DIRECTORS
Aquent Nominees
1. The election as directors of Karl L. Meyer FOR WITHHOLD FOR ALL
and Robert A. Trevisani (except as marked [ ] [ ] EXCEPT
to the contrary below): [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE OF AQUENT
LLC, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
BELOW:
________________________________________________________________________________
2. Aquent LLC intends to use this proxy to vote for persons who have been
nominated by the Company to serve as directors, other than the Company
nominees listed below. You may withhold authority to vote for one or more
additional Company nominees, by writing the name of the nominee(s) below.
You should refer to the proxy statement and form of proxy distributed by
the Company for the names, background, qualifications and other information
concerning the Company's nominees.
Rules promulgated under the Securities Exchange Act of 1934 require us
state that there is no assurance that any of the Company's nominees will
serve as directors if any of Aquent LLC's nominees are elected to the
Board.
Company nominees with respect to whom Aquent LLC is NOT seeking authority
to vote for and WILL NOT exercise any such authority:
Thomas J. Berry Rocco J. Masano
Write in below the names of any additional company nominees for which
authority to vote is withheld:
________________________________________________________________________________
3. To approve an amendment to the Company's FOR AGAINST ABSTAIN
by-laws proposed by Aquent LLC [ ] [ ] [ ]
authorizing shareholders meetings to be
called by the holders of 10% or more of
the Company's outstanding stock
THIS PROXY GRANTS DISCRETIONARY AUTHORITY TO VOTE (I) FOR AN ALTERNATIVE
NOMINEE IF EITHER OF THE FIRST TWO NOMINEES FOR DIRECTOR LISTED IN ITEM 1
ABOVE IS UNABLE OR UNAVAILABLE TO SERVE AS A DIRECTOR (UNLESS AUTHORITY TO
VOTE FOR ALL NOMINEES OR FOR THE PARTICULAR NOMINEE WHO CEASES TO BE A
CANDIDATE IS WITHHELD) AND (II) UPON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT.
-17-
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF AQUENT LLC.
Please be sure to sign and date this Proxy in the Date: _____________________
box below.
- --------------------------------------------------------------------------------
Stockholder sign above Co-holder (if any) Sign above
Signature(s) should agree with name(s) printed hereon. Please correct any errors
in address shown. If signing in representative capacity include full title.
Proxies by a corporation should be signed in its name by an authorized officer.
Where stock stands in more than one name, all holders of record should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
-18-
APPENDIX I TO PROXY STATEMENT OF AQUENT LLC
SUPPLEMENTAL INFORMATION
Aquent LLC, a Delaware limited liability company, is the record holder of
100 shares of the Company's common stock and the beneficial owner of an
additional 1,100,900 shares of such stock. 99.8% of the equity interest in
Aquent is held beneficially and of record by Aquent, Inc., a Massachusetts
corporation ("Aquent, Inc."). the Equity of Aquent, Inc. is held by
John H. Chuang, Steven M. Kapner and Mia M. Wenjen.
Under applicable regulations of the Securities and Exchange Commission,
Aquent, Aquent, Inc., the members of Aquent's Board of Directors, Aquent's
executive officers and Aquent's nominees to the Company's Board of Directors
may be deemed to be participants in the solicitation of proxies from the
Company's other shareholders in favor of the election of the two Aquent Nominees
and adoption of the proposed by-law amendment.
Shares of Common Stock Acquired by Aquent
Date Number of Shares
8/5/2002 27,500
8/7/2002 8,000
8/8/2002 50,000
8/12/2002 10,000
8/13/2002 8,500
8/14/2002 5,000
9/3/2002 5,000
9/20/2002 9,000
9/30/2002 20,000
10/10/2002 8,200
10/11/2002 3,500
10/14/2002 45,000
10/15/2002 15,000
10/16/2002 20,000
10/21/2002 10,000
10/22/2002 22,000
10/23/2002 2,000
10/25/2002 16,000
12/19/2002 48,800
12/20/2002 1,500
12/23/2002 1,600
12/24/2002 7,100
12/26/2002 2,800
12/27/2002 1,600
1/7/2003 48,100
1/8/2003 28,800
1/14/2003 100
1/17/2003 8,900
1/21/2003 2,300
1/22/2003 8,900
1/23/2003 7,100
1/24/2003 15,100
1/27/2003 22,800
1/28/2003 13,000
1/29/2003 8,900
Date Number of Shares
1/30/2003 15,900
1/31/2003 19,600
2/3/2003 13,900
2/4/2003 10,800
2/5/2003 13,900
2/6/2003 19,100
2/7/2003 25,400
2/10/2003 8,000
2/11/2003 20,500
2/12/2003 18,600
2/13/2003 47,100
2/14/2003 6,600
2/18/2003 40,300
2/19/2003 11,900
2/20/2003 16,600
2/21/2003 12,500
2/24/2003 3,600
2/25/2003 6,600
2/26/2003 22,400
2/27/2003 10,000
3/19/2003 5,300
3/26/2003 5,000
3/27/2003 25,000
3/28/2003 45,600
4/2/2003 23,000
4/4/2003 12,700
4/8/2003 38,600
4/9/2003 14,600
4/10/2003 13,800
4/11/2003 61,700
4/14/2003 300
TOTAL 1,101,000
3.6%
Shares of Common Stock Sold by Aquent
Date Number of Shares
None Not Applicable
Persons Who May be Deemed to be Participants in Addition to Aquent
1. Name of Person: John H. Chuang
Business Address: c/o Aquent LLC, 711 Boylston Street, Boston, MA 02116
Present Occupation: CEO of Aquent
Shares of Common Stock of the Company Beneficially Owned: None(1)
Shares of Common Stock Owned of Record: None
Shares of Common Stock Purchased and Sold Within the Past Two Years:
Date Purchased or Sold Number of Shares
---- ----------------- ----------------
NONE
(1) Exclusive of 1,101,000 shares owned by Aquent LLC, the power to vote or
dispose of which is shared by John H. Chuang, Steven M. Kapner and Mia M.
Wenjen
2. Name of Person: Steven M. Kapner
Business Address: c/o Aquent LLC, 711 Boylston Street, Boston, MA 02116
Present Occupation: Director of Aquent
Shares of Common Stock of the Company Beneficially Owned: None(1)
Shares of Common Stock Owned of Record: None
Shares of Common Stock Purchased and Sold Within the Past Two Years:
Date Purchased or Sold Number of Shares
---- ----------------- ----------------
NONE
(1) Exclusive of 1,101,000 shares owned by Aquent LLC, the power to vote or
dispose of which is shared by John H. Chuang, Steven M. Kapner and Mia M.
Wenjen
3. Name of Person: Mia M. Wenjen
Business Address: c/o Aquent LLC, 711 Boylston Street, Boston, MA 02116
Present Occupation: Director of Aquent
Shares of Common Stock of the Company Beneficially Owned: None(1)
Shares of Common Stock Owned of Record: None
Shares of Common Stock Purchased and Sold Within the Past Two Years:
Date Purchased or Sold Number of Shares
---- ----------------- ----------------
NONE
(1) Exclusive of 1,101,000 shares owned by Aquent LLC, the power to vote or
dispose of which is shared by John H. Chuang, Steven M. Kapner and Mia M.
Wenjen
4. Name of Person: Nunzio Domilici
Business Address: c/o Aquent LLC, 711 Boylston Street, Boston, MA 02116
Present Occupation: CFO of Aquent
Shares of Common Stock of the Company Beneficially Owned: None (1)
Shares of Common Stock Owned of Record: None
Shares of Common Stock Purchased and Sold Within the Past Two Years:
Date Purchased or Sold Number of Shares
---- ----------------- ----------------
NONE
(1) Exclusive of 1,101,000 shares owned by Aquent LLC, the power to vote or
dispose of which is shared by John H. Chuang, Steven M. Kapner and Mia M.
Wenjen
5. Name of Person: Karl L. Meyer
Business Address: Ermis Maritime Holdings Limited, 60 Arch St., Greenwich,
CT 06830
Present Occupation: Private Investor; Chief Executive Officer of Ermis
Shares of Common Stock of the Company Beneficially Owned: None
Shares of Common Stock Owned of Record: None
Shares of Common Stock Purchased and Sold Within the Past Two Years:
Date Purchased or Sold Number of Shares
---- ----------------- ----------------
NONE
6. Name of Person: Robert A. Trevisani
Business Address: Gadsby & Hannah LLP, 225 Franklin St., Boston, MA 02110
Present Occupation: Attorney
Shares of Common Stock of the Company Beneficially Owned: None
Shares of Common Stock Owned of Record: None
Shares of Common Stock Purchased and Sold Within the Past Two Years:
Date Purchased or Sold Number of Shares
---- ----------------- ----------------
NONE
None of the shares of Common Stock owned by Aquent LLC were purchased with
borrowed funds. No associate of the persons who may be deemed to be participants
in such solicitation beneficially owns any securities of the Company and no
person who may be deemed to be a participant owns any securities of any parent
or subsidiary of the Company or is, or was within the past year, a party to any
contracts, arrangements or understandings with any person with respect to any
securities of the Company.
As described in the proxy statement, Aquent is interested in discussing the
possibility of an acquisition of the Company by Aquent. Except as previously
indicated in this Proxy Statement, no participant or associate of any
participant in the proxy solicitation has any arrangement or understanding with
any person with respect to any future employment by the Company or its
affiliates (except that Aquent has discussed with Nicholas Lento, an employee of
Aquent, the possibility of his becoming an executive officer of the Company
following an acquisition of the Company by Aquent) or with respect to any future
transactions to which the Company or its affiliates will or may be a party, nor
is any such person a party adverse to the Company in any legal proceeding, and
none of such persons has a material interest adverse to the Company in any such
proceeding.
Aquent's nominees, if elected, will be compensated for their services as
directors. The Company's current compensation arrangements for directors are
described in management's proxy statement. Aquent will indemnify its nominees
against certain liabilities which may arise in connection with their candidacy
as directors. See 'ELECTION OF DIRECTORS--AQUENT'S NOMINEES'.