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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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GENERAL EMPLOYMENT ENTERPRISES, INC.
(NAME OF SUBJECT COMPANY)
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GENERAL EMPLOYMENT ENTERPRISES, INC.
(NAMES OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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369730106
(CUSIP NUMBER OF CLASS OF SECURITIES)
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HERBERT F. IMHOFF, JR.
CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
GENERAL EMPLOYMENT ENTERPRISES, INC.
ONE TOWER LANE
SUITE 2200
OAKBROOK TERRACE, IL 60181
(630) 954-0400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING
STATEMENT)
WITH A COPY TO:
STEVE E. ISAACS, ESQ.
SCHIFF HARDIN LLP
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5500
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
The following is a press release issued by General Employment
Enterprises, Inc. on March 30, 2009 announcing the proposed share
purchase and tender offer.
[General Employment letterhead]
FOR IMMEDIATE RELEASE: March 30, 2009
COMPANY: General Employment Enterprises, Inc.
CONTACT: Herbert F. Imhoff, Jr.
Chief Executive Officer and President
Phone: (630) 954-0495 Fax: (630) 954-0595
E-mail: invest@genp.com
GENERAL EMPLOYMENT SIGNS DEFINITIVE
AGREEMENT TO SELL CONTROL TO PSQ, LLC
OAKBROOK TERRACE, IL -- General Employment Enterprises, Inc.
(NYSE Amex: JOB) announced today that it has signed a definitive
securities purchase and tender offer agreement under which PSQ, LLC
will acquire a controlling interest in General Employment.
Under the terms of the agreement, PSQ has agreed to (1) purchase
from General Employment 7,700,000 newly issued shares of Common Stock
of General Employment at a purchase price of $0.25 per share for a
total purchase price of $1,925,000, and (2) commence a cash tender
offer to purchase from General Employment's shareholders up to
2,500,000 outstanding shares of Common Stock at a purchase price of
$0.60 per share. If more than 2,500,000 shares of Common Stock are
tendered in the tender offer, the number of shares tendered by each
tendering shareholder will be cut back proportionately by a percentage
amount equal to the quotient of 2,500,000 over the number of shares of
Common Stock tendered in the tender offer.
The transaction documents also provide that, upon the closing of
the share purchase and the tender offer, (1) Sheldon Brottman, Edward
Hunter, Thomas Kosnik and Kent Yauch will resign from General
Employment's Board of Directors, and their vacancies will be filled
with the appointments of Stephen Pence, Charles (Chuck) W.B. Wardell
III and Jerry Lancaster to the Board, (2) Herbert F. Imhoff, Jr. will
resign as Chief Executive Officer and President of the Company and
will resign his office as Chairman of the Board of Directors (but will
remain as a member of the Board), and will also terminate his
employment agreement with General Employment and enter into a
consulting agreement with General Employment, (3) Ronald E. Heineman
will be appointed to serve as Chief Executive Officer and President of
the Company, and (4) Stephen Pence will be appointed to serve as
Chairman of the Board of Directors of the Company.
The transactions have been approved by the board of directors of
General Employment and by the member-manager of PSQ, and are not
contingent on receipt of financing by PSQ. The share purchase and the
tender offer are subject to certain customary closing conditions,
including receipt of approval from General Employment's shareholders
in favor of the share purchase. The consummation of the tender offer
is not subject to any condition regarding any minimum number of shares
being validly tendered in the offer.
General Employment expects the tender offer to be commenced by
PSQ not later than April 13, 2009. The tender offer will remain open
for 75 days from commencement, subject to extension under certain
circumstances.
Prairie Capital Advisors, Inc. acted as financial advisor and
Schiff Hardin LLP acted as legal counsel to General Employment. The
Law Office of Gregory Bartko, LLC of Atlanta, Georgia acted as legal
counsel to PSQ.
ABOUT GENERAL EMPLOYMENT
General Employment provides professional staffing services
through a network of 16 branch offices located in nine states, and
specializes in information technology, accounting and engineering
placements.
ADDITIONAL INFORMATION ABOUT THE TENDER OFFER AND SHARE PURCHASE
MERGER AND WHERE TO FIND IT
This press release is being made in connection with the proposed
share purchase from General Employment by PSQ and the proposed tender
offer for shares of General Employment to be made by PSQ. This press
release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of General Employment Common
Stock will be made only pursuant to an offer to purchase on Schedule
TO and related materials that PSQ intends to file with the Securities
and Exchange Commission (the "SEC"). In connection with the tender
offer, PSQ will file with the SEC a tender offer statement and related
offer to purchase on Schedule TO that provides the terms of the tender
offer and General Employment will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 and a related
information statement, as well as a proxy statement relating to
shareholder approval of the proposed share purchase. Shareholders and
investors are urged to read these documents carefully and in their
entirety if and when they become available because they will contain
important information about the tender offer and/or the proposed share
purchase.
When the offer to purchase, solicitation/recommendation
statement, proxy statement and/or information statement become
available, they will be mailed to General Employment shareholders who
are entitled to receive such documents. In addition, the tender offer
statement and related offer to purchase, solicitation/recommendation
statement, proxy statement and/or information statement as well as
other filings containing information about General Employment, the
tender offer and the share purchase, if and when filed with the SEC,
will be available free of charge at the SEC's Internet Web site,
www.sec.gov. In addition, investors and shareholders may obtain free
copies of the solicitation/recommendation statement, proxy statement
and/or information statement as well as other filings containing
information about General Employment, the tender offer and the share
purchase that are filed with the SEC by General Employment, if and
when available, by contacting Kent Yauch, Chief Financial Officer, at
(630) 954-0495.
General Employment and its directors and officers and other
members of management and employees may be deemed to be participants
in the solicitation of proxies with respect to the proxy statement
that will be used in connection with the share purchase. Information
regarding General Employment's directors and executive officers is
detailed in its proxy statements and annual reports on Form 10-KSB,
previously filed with the SEC, and the proxy statement, when filed,
relating to the share purchase, when it becomes available.
FORWARD-LOOKING STATEMENTS
The statements made in this press release which are not
historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding the commencement of, and the acquisition
of shares pursuant to, the tender offer, the consummation of the share
purchase, the filing of documents and information with the SEC, other
future or anticipated matters regarding the transactions discussed in
this release and the timing of such matters. Such forward-looking
statements often contain or are prefaced by words such as "will" and
"expect." As a result of a number of factors, our actual results could
differ materially from those set forth in the forward-looking
statements. Certain factors that might cause our actual results to
differ materially from those in the forward-looking statements
include, without limitation: (1) the risk that the conditions to the
closing of the tender offer or the share purchase set forth in the
securities purchase and tender offer agreement will not be satisfied,
(2) changes in General Employment's business during the period between
the date of this press release and the closing, (3) obtaining
regulatory approvals (if required) for the transaction, (4) the risk
that the transactions will not be consummated on the terms or timeline
first announced, and (5) those factors set forth under the heading
"Forward-Looking Statements" in our annual report on Form 10-KSB for
the fiscal year ended September 30, 2008, and in our other filings
with the SEC. General Employment is under no obligation to (and
expressly disclaims any such obligation to) and does not intend to
update or alter its forward-looking statements whether as a result of
new information, future events or otherwise.