SecProbe.io

CORRESP
1
filename1.htm

Robert Crane

Member of the Firm

Direct Dial:  (973) 643-5055

E-mail: mcrane@sillscummis.com

July 28,
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.

  Preliminary Proxy Statement of Crescendo
  Partners II L.P., Series

  R

  Filed: July 22, 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 the comments of Computer Horizons Corp., a New York corporation (the “Company”),
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 July 22, 2005.  We have been authorized by the Company to
provide the comments contained in this letter on behalf of the Company.  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 2.  Crescendo states that its members are “significant shareholders of Computer Horizons Corp.” but
does not disclose the numbers of shares of Company common stock held of record
but not beneficially by members of Crescendo anywhere in its Preliminary Proxy
Statement as required by Item 5(b)(1)(v) of Schedule 14A.

•                  Page 2.  For the information of the Commission staff,
the Company has amended its joint proxy/registration statement on Form S-4
(File No. 333-125370) (the “S-4”) relating to its proposed merger (the “Merger”)
with Analysts International Corporation (“Analysts”) to, among other things,
change the record date and correct its inadvertent reference to 1,896,220
treasury shares in reporting the number of shares issued and outstanding.  Crescendo’s Preliminary Proxy Statement
should be amended in a similar manner to reflect this updated information.

•                  Page 4.  Crescendo states that “The participants
in this solicitation intend to vote such Shares AGAINST the Company’s Merger
proposals.”  It is misleading  pursuant
to Rule 14a-9 to omit to state the number of shares acquired by the
participants after the record date.

•                  Page 4.  Crescendo states “It is
important to note that while more than half of these costs are expected to
consist of change of control fees from the Analysts side, they will be
shouldered by Computer Horizons shareholders”.  This disclosure is misleading because it
implies that the full cost burden falls on the Company’s current shareholders.

•                  Page 4.  The Preliminary Proxy Statement states “WE BELIEVE THERE ARE POTENTIALLY MORE FAVORABLE STRATEGIC OPPORTUNITIES
FOR COMPUTER HORIZONS THAN THE PROPOSED MERGER.”  Only on page 9 does Crescendo disclose
that “[it has] not obtained reports from consultants or other outside parties
as to whether [its] suggested alternatives to the Merger proposal would have an
effect on shareholder value.”  It is
misleading to provide six pages of its detailed beliefs, opinions and
assessments without substantiation.

•                  Page 5.          Crescendo suggests that “COMPUTER
HORIZONS [IS] GIVING AWAY ITS SHARES AT THIS DISCOUNTED VALUE.”  This statement, and the
analysis provided to support Crescendo’s statement that “Computer Horizons is
overpaying for Analysts,” are false and misleading.  The statements and analysis selectively
disregard the relative value being received by the Company and the fact that
Citigroup delivered a written opinion to the Company’s board (attached as Annex
B to the S-4) which stated that the exchange ratio, on the date the opinion was
delivered, was fair from a financial point of view, to the Company.

•                  Page 8.  Crescendo discusses the breakdown of the
$13.6 million of transaction costs anticipated to be incurred to effect the
proposed Merger but, unlike the Company’s

2

discussion
that appears on page 29 of the S-4, Crescendo fails to disclose that $1.2
million of these costs are contingent and payable only if the executive leaves
the employ of Analysts.  This is a
misleading omission under Rule 14a-9.

•                  Page 8.  Crescendo states “Although
the Form S-4 then states that representatives of Citigroup and the Board
further discussed potential alternative merger partners for Computer Horizons,
there is no disclosure about alternative merger parties which were considered,
if any, whether any of them were contacted by Citigroup, whether any potential
alternative merger partners expressed interest in Computer Horizons or
requested information on Computer Horizons, whether or not Citigroup believed
any alternative merger partners were more favorable than Analysts and the
reasons Computer Horizons believed Analysts was the most favorable candidate compared
to the others.  Based, on the disclosure
in the Form S-4, we question whether Computer Horizons or Citigroup
actively solicited potential alternative merger partners.”   The Company has amended the S-4 to expand
disclosure in this regard and Crescendo’s discussion should be updated
accordingly.

•                  Page 10.  Crescendo solicits the Company’s shareholders’
proxy to vote AGAINST Proposal 2 in the S-4 that would otherwise permit the
Company to adjourn or postpone the special meeting to permit the further
solicitation of proxies to establish a quorum or to obtain additional votes in
favor of the Merger proposal.  Since the
Company intends to hold a special meeting to vote on the Merger proposal,
requiring the Company to re-solicit the proxies of its shareholders rather than
adjourn or postpone the meeting would result in enormous additional cost and
expense to the Company.  Crescendo fails
to disclose that voting against Proposal 2 would result in such additional cost
and expense, which would constitute a waste of corporate assets.

•                  Page 15.  In the first line of the paragraph entitled “Solicitation of Proxies”, Crescendo fails to disclose the
employees to be employed in the solicitation as required by Schedule 14A;
Item 4 (b).

•                  Page 16.  In the last paragraph of this page, Crescendo
states “The Form S-4 also includes disclosure on deadlines and procedures
for submitting proposals at Computer Horizons’ next annual meeting of
shareholders under Rule 14a-8 of the Securities Exchange Act of 1934, as
amended, and outside the processes of Rule 14a-8.  Shareholders should refer to the Form S-4
in order to review this disclosure.”  Rule 14a-5(e) requires
deadline dates to be disclosed, not merely cross referenced.  Further, Schedule 14A Note D(1) prohibits incorporation by reference to documents
not delivered to shareholders together with a proxy statement if it renders the
statement incomplete, unclear and confusing.
Finally, if the Commission staff permits such incorporation by
reference, Schedule 14A Note D(3) requires
the proxy incorporating by reference to be mailed 20 business days prior to the
meeting.

3

•                  We note that
Crescendo’s proxy would appoint Eric Rosenfeld and Arnaid Ajdler as
proxies.  To the extent that Mr. Ajdler
will be soliciting proxies, he should be identified as a participant.

•                  We
note that to the extent that Crescendo holds a long or short position in
Analysts common stock (directly or derivatively), that should be disclosed in
the Preliminary Proxy Statement.  The
Commission should inquire on a supplemental basis as to whether Crescendo or
any affiliate of the Crescendo group holds any such positions.

If you have
any questions or comments regarding the above comments, please feel free to
contact me.  Thank you for your
cooperation in this matter.

  Very truly
  yours,

  /s/Robert
  Max Crane

  Robert Max Crane

  cc:

  William J. Murphy

  Michael C. Caulfield, Esq.

4

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

  30 Rockefeller Plaza

  Member of the Firm

  New York, NY 10112

  Direct Dial: (973) 643-5055

  Tel: 212-643-7000

  E-mail: mcrane@sillscummis.com

  Fax: 212-643-6550

August 1,
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.

  Preliminary Proxy Statement of Crescendo
  Partners II L.P., Series R

  Filed: July 22, 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 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 July 22, 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 4.  Crescendo states that “We believe
up to $13.6 million in transactions costs Computer Horizons anticipates will be
incurred to effect the proposed Merger should be viewed as part of the purchase
price in any analysis of the Merger.”  This statement ignores the expected cost
synergies, estimated at $15 million on an annual basis, and

other reasons for
which the Company proposed the Merger and which are discussed beginning on page 58
of the S-4.  Discussing the potential
costs of the proposed Merger without discussing the potential benefits is
misleading pursuant to Rule 14a-9.

•                  Page 5.  Crescendo states that the Company will issue “up to 31,905,227 Shares to the Analysts shareholders.”  This number is misleading under Rule 14a-9
because it ignores disclosure in the S-4, which is repeated in the Preliminary
Proxy Statement, that all Analysts officers continuing their employment with
the combined company and all Analysts directors being appointed to the board of
the combined company have agreed to waive acceleration of their options.

•                  Page 5.  Crescendo states that “We do not
believe Computer Horizons seriously considered other potential alternative
merger partners or other opportunities to maximize shareholder value.”  Crescendo goes on to criticize the process
undertaken by Citigroup Global Markets Inc. (“Citigroup”) with respect to the
process undertaken by the Company to identify strategic alternatives and the
methodology used to value Analysts and to establish the exchange ratio.   This is misleading disclosure by Crescendo
because it selectively includes disclosure from the S-4 related to the Merger
without including disclosure from the S-4 that supports the process of
selecting a merger partner undertaken by the Company and the establishment of
the value assigned to Analysts common stock.
Crescendo also fails to mention that Citigroup
delivered a written opinion to the Company’s board (attached as Annex B to the
S-4) which stated that the exchange ratio, on the date the opinion was
delivered, was fair from a financial point of view, to the Company.

•                  Page 5.  Crescendo excerpts a quote of William Murphy, the Company’s CEO, from a conference call which took place more than two years ago concerning the Company’s acquisition of RGII, a small IT business acquired by the Company, and states that “Statements made by William Murphy, Chief Executive Officer of the Company in July 2003  seem to agree with us [“us” referring to Crescendo].”  This quotation was taken out of context, however, as it refers to a purported $5 per share cash tender offer made April 2003 by Aquent LLC, a transaction in which the Company’s shareholders would not maintain their ownership in the ongoing enterprise and reflects a change in control premium.  The Merger, however, is a merger of equals and does not involve a change in control.  It is misleading for the Committee in the present circumstance of a much larger stock for stock merger maintaining shareholder ownership in the ongoing enterprise to imply that Mr. Murphy’s statements in 2003 has the same view of the Committee in 2005.

•                  Page 9.  Crescendo states: “THE
COMMITTEE IS DETERMINED TO STOP THE PROPOSED MERGER.  OUR OPPOSITION IS BASED ON OUR FIRM
COMMITMENT TO SHAREHOLDER VALUE AND OUR FIRM BELIEF THAT THE PROPOSED MERGER IS
NOT IN THE BEST INTEREST OF COMPUTER HORIZONS

2

SHAREHOLDERS.”  Fuller disclosure should be made relating to
the fact that Crescendo does not always take actions that are in the best
interests of the shareholders of its targets.
For example, Crescendo invested in Hip Interactive Corp. (“Hip”) when
Hip’s shares were trading at Cdn. $1.08 and received a seat on Hip’s board of
directors.  Subsequently, Hip filed for
bankruptcy protection in July 2005.

•                  We
note that Crescendo has issued a press release stating that it would like to
hold a special meeting of the Company’s shareholders: (i) to remove all of
the existing directors serving on the Company’s board of directors (the “Board”);
(ii) to fix the number of members of the Board at five (5); and (iii) to
elect five (5) director nominees to be selected by Crescendo.  If Eric Rosenfeld is intended to be one of
the directors named by Crescendo, Crescendo should disclose in its proxy
materials Mr. Rosenfeld’s involvement as a director of Hip which declared
bankruptcy in July 2005.  The
failure to do so would be misleading under Rule 14a-9.

•                  In
its press release issued on July 28, 2005, Crescendo states “We believe it is time to have a new board of directors in place
committed to maximizing shareholder value and willing to fully examine any and
all strategic alternatives.”
Crescendo’s criticism of the Company’s Board ignores the qualifications
of the members of the Board.  In
addition, such criticism ignores the qualifications of the members of Analysts
board of directors who will be joining the full Board after the Merger.  Crescendo does not mention the track record
of those persons. Furthermore, since Crescendo has not mentioned who it intends
to nominate to the Board, it is impossible to assess their qualifications.

•                  Crescendo’s materials filed with the Commission on July 29, 2005 contain the acknowledgement of John J Cassese, the Company’s former chairman and chief executive officer that that Crescendo’s  agenda largely echoed the points  that he made at the Company’s annual  meeting,  when he offered  his  services  in assembling a coalition to defeat the Merger.  We request that the Commission, on a supplemental basis, investigate whether any coordinated action exists or existed between Crescendo and Mr. Cassese such that Mr. Cassese should be or should have been included as part of Crescendo’s group in its Schedule 13D filings.

•                  We note that Crescendo has contacted several of the Company’s stockholders, including Stoller Capital, K-2 Investors and Mr. Cassese, to request that they vote against the Merger.  We request that the Commission investigate these contacts prior to the mailing of definitive proxy materials.

We trust this
helps in your evaluation of Crescendo’s proxy materials.  We wo