-----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, Amw/n/wXEhVEYaZ8TG7c3LOf2uxhHWB8faUNOKV8AwUWBI2ExbEm8saIzFrJ7FN+ 3AaRtsJ1RkO5mLiFd6pLsg== 0000950134-07-006916.txt : 20070329 0000950134-07-006916.hdr.sgml : 20070329 20070329113245 ACCESSION NUMBER: 0000950134-07-006916 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 GROUP MEMBERS: CHARLES M GILLMAN GROUP MEMBERS: HERBERT & ROSELINE GUSSMAN FOUNDATION GROUP MEMBERS: VALUE FUND ADVISORS LLC GROUP MEMBERS: YORKTOWN AVENUE CAPITAL LLC 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10980 FILM NUMBER: 07726300 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boston Avenue Capital CENTRAL INDEX KEY: 0001297972 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 918-585-5775 MAIL ADDRESS: STREET 1: 15 EAST 5TH STREET STREET 2: SUITE 3200 CITY: TULSA STATE: OK ZIP: 74103 SC 13D/A 1 d45106sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
Amendment No. #1 

Computer Horizons Corp.
(Name of Issuer)
COMMON STOCK, $.10 par value
(Title of Class of Securities)
205908106
(CUSIP Number)
Tamara R. Wagman
124 E. 4th Street
Tulsa, Oklahoma 74103
(918) 583-9922
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
205908106 
SCHEDULE 13D

 

           
1   NAMES OF REPORTING PERSONS:

Boston Avenue Capital, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Oklahoma
       
  7   SOLE VOTING POWER:
     
NUMBER OF   2,380,071
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   2,380,071
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,380,071
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  7.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (Limited Liability Company)

 


 

                     
CUSIP No.
 
205908106 
SCHEDULE 13D

 

           
1   NAMES OF REPORTING PERSONS:

Yorktown Avenue Capital, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Oklahoma
       
  7   SOLE VOTING POWER:
     
NUMBER OF   2,380,071
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   2,380,071
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,380,071
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  7.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (Limited Liability Company)

 


 

                     
CUSIP No.
 
205908106 
SCHEDULE 13D

 

           
1   NAMES OF REPORTING PERSONS:

Value Fund Advisors, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Oklahoma
       
  7   SOLE VOTING POWER:
     
NUMBER OF   2,380,071
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   2,380,071
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,380,071
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  7.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (Limited Liability Company)

 


 

                     
CUSIP No.
 
205908106 
SCHEDULE 13D

 

           
1   NAMES OF REPORTING PERSONS:

Charles M. Gillman
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   2,380,071
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   2,380,071
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,380,071
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  7.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 


 

                     
CUSIP No.
 
205908106 
SCHEDULE 13D

 

           
1   NAMES OF REPORTING PERSONS:

Herbert & Roseline Gussman Foundation
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Oklahoma
       
  7   SOLE VOTING POWER:
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  -0-
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (Private Foundation Trust)


 

CUSIP NO. 205908106   SCHEDULE 13D    
Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, $.10 par value (the “Common Stock”) of Computer Horizons Corp., a New York corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 49 Old Bloomfield Ave., Mountain Lakes, New Jersey 07046.
Item 2. Identity and Background
This Schedule 13D is being filed by Boston Avenue Capital, LLC, an Oklahoma limited liability company (“Boston”), Yorktown Avenue Capital, LLC, an Oklahoma limited liability company (“Yorktown”), Value Fund Advisors, LLC, an Oklahoma limited liability company (“VFA”), Charles Gillman, a U.S. citizen, and the Herbert & Roseline Gussman Foundation, a private, non-operating, foundation trust located in Tulsa, Oklahoma (“HRGF”).
The principal business of Boston and Yorktown is business investment. VFA is the investment manager for Boston and Yorktown. Mr. Gillman manages and is a member of VFA. VFA, formerly the investment manager for HRGF, ceased serving as the investment manager for HRGF on March 1,2007.
The principal business office address of Boston, Yorktown, VFA and Mr. Gillman is 415 South Boston, 9th Floor, Tulsa, Oklahoma 74103. The principal business office of HRGF is 15 E. 5th Street, 32nd Floor, Tulsa, Oklahoma 74103.
None of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
NA
Item 4. Purpose of Transaction
The current purpose for any acquisition of Common Stock is for investment, and the acquisitions, if any, of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.

 


 

CUSIP NO. 205908106   SCHEDULE 13D    
Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
(a),(b) According to the Issuer’s Form 10-K filed March 16, 2007, there were 33,837,284 shares of Common Stock issued and outstanding as ofMarch 1, 2007. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report beneficial ownership of 2,380,071 shares of Common Stock with 2,045,204 shares held directly by Boston (6%) and 334,867 held directly by Yorktown (1%).
Although VFA and Gillman are joining in this Schedule as Reporting Persons, the filing of this Schedule shall not be construed as an admission that any of them are, for any purpose, the beneficial owner of any of the securities that are beneficially owned by any of the others. As VFA is no longer the investment manager for HRGF, and HRGF no longer owns any common stock of the Issuer, HRGF will no longer be a Reporting Person for purposes of Section 13d.
c) During the last 60 days, Boston sold the following shares of Common Stock in the open market:
                 
Trade           Cost
Date   Quantity   Per Share
02/20/2007
    450,000       4.54  
03/02/2007
    36,001       4.61  
03/05/2007
    2,800       4.62  

 


 

CUSIP NO. 205908106   SCHEDULE 13D    
During the last 60 days, HRGF sold the following shares of Common Stock in the open market:
                 
Trade           Cost
Date   Quantity   Per Share
03/01/2007
    25,000       4.64  
03/02/2007
    1,001       4.58  
03/02/2007
    1,254       4.59  
03/02/2007
    22,745       4.61  
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
     
Dated: March 28, 2007
   
 
   
BOSTON AVENUE CAPITAL, LLC
   
 
   
/s/ Charles M. Gillman
 
By: Charles M. Gillman, Manager
   
 
   
YORKTOWN AVENUE CAPITAL, LLC
   
 
   
/s/ Charles M. Gillman
 
By: Charles M. Gillman, Manager
   
 
   
VALUE FUND ADVISORS, LLC
   
 
   
/s/ Charles M. Gillman
 
By: Charles M. Gillman, Manager
   
 
   
/s/ Charles M. Gillman
 
Charles M. Gillman
   
 
   
HERBERT & ROSELINE GUSSMAN FOUNDATION
   
 
   
/s/ Barbara G. Heyman
 
Barbara G. Heyman, Trustee
   

 

EX-99.(A) 2 d45106exv99wxay.htm JOINT FILING UNDERTAKING exv99wxay
 

CUSIP NO. 205908106   SCHEDULE 13D    
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
     
Signature Block
   
 
   
BOSTON AVENUE CAPITAL, LLC
   
 
   
/s/ Charles M. Gillman
 
By: Charles M. Gillman, Manager
   
 
   
YORKTOWN AVENUE CAPITAL, LLC
   
 
   
/s/ Charles M. Gillman
 
By: Charles M. Gillman, Manager
   
 
   
VALUE FUND ADVISORS, LLC
   
 
   
/s/ Charles M. Gillman
 
By: Charles M. Gillman, Manager
   
 
   
/s/ Charles M. Gillman
 
Charles M. Gillman
   
 
   
HERBERT & ROSELINE GUSSMAN FOUNDATION
   
 
   
/s/ Barbara G. Heyman
 
Barbara G. Heyman, Trustee
   

 

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