-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hi3AJZTc1OrE6apAfq/qZRlrKQ2Px1I7ISaVg+rOXhYkcZC8fiwUmfPptlNN/Q9v TFGmG2LlSiTF6Y2lI/RdYg== 0000921895-05-001507.txt : 20050907 0000921895-05-001507.hdr.sgml : 20050907 20050907161157 ACCESSION NUMBER: 0000921895-05-001507 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050907 DATE AS OF CHANGE: 20050907 EFFECTIVENESS DATE: 20050907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENDO PARTNERS II LP CENTRAL INDEX KEY: 0001219602 IRS NUMBER: 134132983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER HORIZONS CORP CENTRAL INDEX KEY: 0000023019 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 132638902 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07282 FILM NUMBER: 051072965 BUSINESS ADDRESS: STREET 1: 49 OLD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 BUSINESS PHONE: 9732994000 MAIL ADDRESS: STREET 1: 49 0LD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 DFAN14A 1 dfan14a06369_09072005.htm sec document

                                  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/


Check the appropriate box:

       /_/      Preliminary Proxy Statement

       /_/      Confidential,  for Use of the  Commission  Only (as permitted by
                Rule 14a-6(e)(2))

       /_/      Definitive Proxy Statement

       /_/      Definitive Additional Materials

       /X/      Soliciting Material Under Rule 14a-12

                             COMPUTER HORIZONS CORP.
- --------------------------------------------------------------------------------
                (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
- --------------------------------------------------------------------------------
   (Name of Persons(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:


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     (2)    Aggregate number of securities to which transaction applies:


- --------------------------------------------------------------------------------


     (3)    Per unit price or 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):







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     (4)    Proposed maximum aggregate value of transaction:


- --------------------------------------------------------------------------------


     (5)    Total fee paid:


- --------------------------------------------------------------------------------


     /_/    Fee paid previously with preliminary materials:


- --------------------------------------------------------------------------------


     /_/    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 or schedule and the date of its filing.

     (1)    Amount previously paid:


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     (2)    Form, Schedule or Registration Statement No.:


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     (3)    Filing Party:


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     (4)    Date Filed:


                                       -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 September 22, 2005.

          Item 1: On September 7, 2005, the Committee issued the following press
release.

PRESS RELEASE
FOR IMMEDIATE RELEASE

            THE COMPUTER HORIZONS FULL VALUE COMMITTEE ANNOUNCES THAT
                         FINAL RESULTS CONFIRM DEFEAT OF
                          PROPOSED ANALYSTS TRANSACTION

          NEARLY 57% OF SHARES VOTING VOTED AGAINST THE PROPOSED MERGER

New York,  NY,  September 7, 2005 - The Computer  Horizons Full Value  Committee
announced  today  that the  Company's  independent  inspector  of  election  has
confirmed in its  certified  report that a majority of the shares voting at last
week's special meeting of shareholders of Computer Horizons (NASDAQ: CHRZ) voted
against the proposed  merger of Computer  Horizons with  Analysts  International
(NASDAQ:ANLY).  According  to the final report of the  independent  inspector of
election  14,225,244,  or almost 57%, of the 25,063,745 shares that voted at the
meeting voted against the proposed merger.

Speaking on behalf of the  Committee,  Eric  Rosenfeld,  President  of Crescendo
Partners,  said,  "We  are  elated  by the  results  and  we  thank  our  fellow
shareholders  for such a strong show of support  throughout  the campaign and at
the  meeting.  We came into  this  contest  owning  roughly  6.5% of the  shares
outstanding  as of the record  date and to win this  contest by a margin well in
excess of that,  and in fact in excess of the  10.3% we  currently  control,  is
truly gratifying." Mr. Rosenfeld  continued,  "We now will work to build on that
momentum and hope that our fellow  shareholders will vote to replace the current
Board of Directors at the next special  meeting of  shareholders  scheduled  for
September 22, 2005."


                   CERTAIN INFORMATION CONCERNING PARTICIPANTS

The Computer Horizons Full Value Committee (the "Committee"),  together with the
other  Participants (as defined below),  has made a preliminary  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 September 22, 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.

CONTACTS: MacKenzie Partners, Inc.
          Bob Sandhu:   212-378-7061
          Mark Harnett: 212-929-5877


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