|
Transaction
Valuation(1): $1,500,000
|
Amount
of Filing Fee(2): $83.70
|
|
(1)
|
Estimated
solely for the purpose of calculating the amount of the filing fee in
accordance with the Securities Exchange Act of 1934 based on the product
of (i) $0.60 (i.e., the tender offer price) and (ii) 2,500,000,
the maximum number of shares of common stock, no par value, of General
Employment Enterprises, Inc. subject to the tender
offer.
|
|
|
(2)
|
The
amount of the filing fee calculated in accordance with the Securities
Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of
value. The filing fee was calculated in accordance with Rule 0-11
under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for
Fiscal Year 2009, issued March 11,
2009.
|
|
Amount
previously paid:
|
Not
applicable
|
|
|
Filing
Party:
|
Not
applicable
|
|
|
Form
or registration no.:
|
Not
applicable
|
|
|
Date
Filed:
|
Not
applicable
|
|
þ
|
Third-party
tender offer subject to Rule 14d-1.
|
||
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
||
|
o
|
going-private
transaction subject to Rule 13e-3.
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||
|
o
|
amendment
to Schedule 13D under
Rule 13d-2.
|
|
Tender
offeror…………………………
|
PSQ,
LLC., a Kentucky limited liability company
|
|
Securities
subject to Offer to Purchase………………………
|
Common
Stock, no par value per share
|
|
Offer
to Purchase Price……………………………
|
$.60
per share, net to shareholders
|
|
Number
of Shares Subject to Offer……………………………
|
2,500,000
shares
|
|
Aggregate
Maximum Offer Amount
|
$1,500,000
|
|
Duration
of the Offer to Purchase
|
Offer
expires 75 days from commencement
|
|
(a)
|
Name and
Address. General Employment maintains its principal
executive office at One Tower Lane, Suite 2200, Oakbrook Terrace, Illinois
60181. The telephone number at that office is (630)
954-0400.
|
|
(b)
|
Securities. The
Company had 5,165,265 of shares of Common Stock, no par
value, issued and outstanding as of March 31,
2009.
|
|
(c)
|
Trading and Market
Price. The Common Stock is traded on the NYSE Alternext
US exchange and the range of high and low closing prices, based on
information provided by published financial sources, for each quarter
during the previous two years is as
follows:
|
|
High
|
Low
|
|
|
Q1
– 2009
|
.48
|
.35
|
|
Q4
– 2008
|
.42
|
.39
|
|
Q3
– 2008
|
.41
|
.40
|
|
Q2
– 2008
|
.85
|
.85
|
|
Q1
– 2008
|
1.38
|
1.32
|
|
Q4
– 2007
|
1.66
|
1.63
|
|
Q3
– 2007
|
1.76
|
1.76
|
|
Q2
– 2007
|
2.01
|
1.96
|
|
(a)
|
Name and
Address. PSQ maintains its principal office address at
9300 Hurstbourne Place, Suite 1025, Louisville, KY 40222 and its telephone
number is (502) 736-6200.
|
|
(b)
|
Business and Background of
Entities. PSQ, a Kentucky limited liability company, was
formed by River Falls Financial Services, Inc., as a special purpose
vehicle for the purpose of consummating the transactions contemplated by
the Tender Offer Agreement with General Employment. Mr. Ronald E.
Heineman, of River Falls Financial, Inc., a corporation also formed under
the laws of Kentucky, with a principal place of business at Hurstbourne
Place, Suite 1205, 9300
Shelbyville Road, Louisville,
KY 40222 and telephone number of (502) 736-6200, was instrumental
to the negotiations that led to the Tender Offer and will be appointed as
Chief Executive Officer and President of General Employment upon
closing.
|
|
(c)
|
Business
and Background of Natural Persons.
|
|
|
(a)(1) Tender Offers. The
Tender Offer Agreement provides for PSQ’s purchase of a maximum of
2,500,000 shares of common stock, no par value, of General Employment at a
purchase price of $.60 per share, net to the holder in cash, without
interest thereon, for a maximum aggregate amount equal to $1,500,000, upon
the terms and subject to the conditions set forth in the Offer to
Purchase.
|
|
|
(a)(2) Mergers or Similar
Transactions. Not
Applicable.
|
|
(a)
|
Transactions,
Significant Corporate Events, Negotiations and
Background
|
|
(a)
|
Purposes. PSQ
was formed as a special purpose vehicle to acquire a controlling interest
in General Employment and thereafter, through General Employment as its
operating subsidiary, to become a recognized leader in the providing of
professional staffing and related human resource outsourcing
services; with specialization on information technology, engineering, and
accounting professionals. Based on the review of General
Employment’s business and market position, PSQ has identified General
Employment as a strategic opportunity and a foundation for long-term
growth.
|
|
|
(c)(1)
Any Extraordinary
Transaction, such as a Merger, Reorganization or Liquidation, involving
the Subject Company or any of its Subsidiaries. Not
Applicable.
|
|
|
(c)(2) Any Purchase, Sale or Transfer
of a Material Amount of Assets of the Subject Company or any of its
Subsidiaries. Not
Applicable.
|
|
|
(c)(3) Any Material Change in the
Present Dividend Rate or Policy, or Indebtedness or Capitalization of the
Subject Company. In conjunction with the Tender Offer
Agreement, PSQ will purchase (the “Share Purchase”) 7,700,000 newly issued
shares of common stock from the Company for a purchase price of
$1,925,000, or $.025 per share, in a private placement transaction in
reliance upon exemptions from registration pursuant to Section 4(2) under
the Securities Act of 1933, as amended, and/or Rule 506 promulgated there
under. If consummated, PSQ will own a majority stake in General
Employment, consisting of between approximately 58% of the outstanding
shares of common stock (if no shares of common stock are tendered in the
Tender Offer) and approximately 76% of the outstanding shares of common
stock (if the maximum amount of shares of common stock for which the
Tender Offer is made (2,500,000 shares of common stock) are
tendered.
|
|
|
(c)(4) Any Change in the Present Board
or Directors or Management of the Company, Including, but not Limited to,
any Plans or Proposals to Change the Number or Term of Directors or to
Fill any Existing Vacancies on the Board or to Change any Material Term of
the Employment Contract of any Executive
Officer.
|
|
|
(c)(5)
Any Other Material Change
in the Subject Company’s Corporate Structure or Business, Including, if
the Subject Company is a Registered Closed-End Investment Company, any
Plans or Proposals to make any Changes in its Investment Policy for Which
a Vote Would be Required by Section 13 of the Investment Company Act of
1940 (15 U.S.C. 80a-13). Not
Applicable.
|
|
|
(c)(6)
Any Class of Securities
of the Subject Company to be Delisted from a National Securities Exchange
or Cease to be Authorized to be Quoted in an Automated Quotations System
Operated by a National Securities Association. Not
Applicable.
|
|
|
(c)(7) Any Class of Equity Securities
of the Subject Company Becoming Eligible for Termination of Registration
Under Section 12(g)(4) of the Act (15 U.S.C. 78 l). Not
Applicable.
|
|
(a)
|
Source of
Funds. PSQ will be deploying its own proprietary
cash under management funding for the Tender Offer, without the use of
third party funding, and the applicable funds will be deposited into
escrow no later than three business days prior to the closing of the
Tender Offer. Further, funds for purchase of the 7,700,000
newly-issued shares is currently being held in escrow, pursuant to an
Escrow Agreement, dated March 30, 2009, attached as Exhibit (a)(1)(C), at
the Park Avenue Bank, located at 460 Park Avenue, New York, NY
10022.
|
|
(b)
|
Conditions. The Tender
Offer and Share Purchase 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 Tender
Offer.
|
|
(d)
|
Borrowed Funds. Not
applicable.
|
|
(a)
|
Securities
Ownership. Not
Applicable.
|
|
(b)
|
Securities
Transactions. Not
Applicable.
|
|
(a)
|
Solicitations
or Recommendations.
|
|
(a)
|
Agreements. Not
Applicable.
|
|
(b)
|
Other Material
Information. The information set forth in
“Item 8 — Additional Information” of the Schedule 14D-9 is
incorporated by reference herein.
|
|
Exhibit
No.
|
Description
|
|
|
(a)(1)(A)
|
Offer
to Purchase, dated April 13, 2009.
|
|
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(a)(1)(B)
|
Securities
Purchase and Tender Offer Agreement dated March 30, 2009 (incorporated by
reference to Exhibit 2.1 of the Form 8-K filed on March 31,
2009.
|
|
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(a)(1)(C)
|
Letter
of Transmittal.
|
|
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(a)(1)(D)
|
Notice
of Guaranteed Delivery.
|
|
|
(a)(1)(E)
|
Letter
to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
|
|
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(a)(1)(F)
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form W-9.
|
|
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(a)(1)(G)
|
Information
Statement of GEE filed pursuant to Section 14(f) of the Exchange Act and
Rule 14f-1 there under. *
|
|
|
(a)(1)(H)
|
Press
Release, dated March 30, 2009, issued by GEE (incorporated herein by
reference to Exhibit 99.1 of Form 8-K, filed by GEE on March 31,
2009).
|
|
|
(a)(2)(A)
|
Solicitation/Recommendation
Statement on Schedule 14D-9 filed by GEE. *
|
|
|
(a)(5)(A)
|
Amendment
to the By-Laws of GEE, incorporated herein by reference to Exhibit 3.1 of
Form 8-K, filed by GEE on March 31, 2009.
|
|
|
(a)(5)(B)
|
Consulting
Agreement, dated March 30, 2009, by and among Herbert F. Imhoff, Jr.,
General Employment Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff, Jr.,
incorporated herein by reference to Exhibit 10.2 of Form 8-K, filed by GEE
on March 31, 2009.
|
|
|
(a)(5)(C)
|
Registration
Rights Agreement, dated as of March 30, 2009, by and among General
Employment Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff, Jr.,
incorporated herein by reference to Exhibit 10.3 of Form 8-K, filed by GEE
on March 31, 2009.
|
|
|
(a)(5)(D)
|
Employment
Agreement between General Employment Enterprises, Inc. and Herbert F.
Imhoff, Jr., as amended, incorporated herein by reference to Exhibit 10.4
of Form 8-K, filed by GEE on March 31, 2009, Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2001, Exhibit 10.18 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2007, and Exhibit 10.01 to the
Company's Current Report on Form 8-K dated March 25,
2009.)
|
|
|
(a)(5)(E)
|
Confidentiality
Agreement, dated February 11, 2009, between GEE and PSQ, LLC.
*
|
|
|
(a)(5)(F)
|
Escrow
Agreement, dated March 30, 2009, by and among GEE and PSQ, LLC and Park
Avenue Bank, as escrow agent, incorporated herein by reference to Exhibit
10.1 of Form 8-K, file on March 31, 2009.
|
|
|
(c)
|
Opinion
of Prairie Capital Advisors, Inc. dated March 30, 2009.
*
|
|