SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
[X] Filed by the Registrant
[ ] Filed by a party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(I),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:___________________________________________________
(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):
_______________________________________________
[4] Proposed maximum aggregate value of transaction:___________
[5] Total Fee paid:____________________________________________
[X] 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:_________________________________________
(2) Form, Schedule or Registration Statement:_______________________
(3) Filing Party:___________________________________________________
(4) Date Filed:_____________________________________________________
GENERAL EMPLOYMENT ENTERPRISES, INC.
NOTICE OF 1996 ANNUAL MEETING
OF SHAREHOLDERS
To the Shareholders of
GENERAL EMPLOYMENT ENTERPRISES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of General Employment Enterprises, Inc. will be held
at the Company's Corporate Headquarters located in Suite 2100,
Oakbrook Terrace Tower, One Tower Lane, Oakbrook Terrace,
Illinois 60181 on Monday, February 26, 1996, at 10:00 a.m., local
time, for the following purposes:
1. To elect seven directors of the Company;
2. To consider and vote upon a proposal to amend the
Company's Articles of Incorporation to increase
the number of authorized Common Shares from 5
million to 20 million shares; and
3. To act upon such other matters as may properly be
brought before the meeting.
Shareholders of record at the close of business on December 29,
1995 will be entitled to vote at the meeting.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, IL
January 25, 1996
YOUR VOTE IS IMPORTANT
Even if you plan to attend the annual meeting, you are urged to
sign, date and promptly return your proxy in the postage paid
envelope that is enclosed, so that your shares may be voted in
accordance with your wishes. If you attend the meeting, you may
vote your shares in person, even though you have previously
signed and returned your proxy.
GENERAL EMPLOYMENT ENTERPRISES, INC.
Suite 2100, Oakbrook Terrace Tower
One Tower Lane
Oakbrook Terrace, Illinois 60181
PROXY STATEMENT
For Annual Meeting of Shareholders
This statement and the accompanying proxy card, which are first
being sent to shareholders on approximately January 25, 1996, are
being furnished in connection with a solicitation of proxies by
the Board of Directors of General Employment Enterprises, Inc.
(the "Company"), an Illinois corporation, to be voted at the
Annual Meeting of Shareholders to be held on Monday, February 26,
1996, at 10:00 a.m., local time, at the Company's Corporate
Headquarters located in Suite 2100, Oakbrook Terrace Tower, One
Tower Lane, Oakbrook Terrace, Illinois 60181.
The only voting securities of the Company entitled to be voted
at the Annual Meeting are the Common Shares, of which there were
2,195,985 outstanding on December 29, 1995, the record date for
the Annual Meeting. Shareholders are entitled to one vote for
each share held except that, in elections for directors, each
shareholder has cumulative voting rights. When voting
cumulatively, each shareholder has the number of votes equal to
the number of directors to be elected (seven) multiplied by the
number of his or her shares. Such number of votes may be divided
equally among all nominees, may be cumulated for one nominee, or
may be distributed on any basis among as many nominees as is
desired.
Each proxy that is properly signed and received prior to the
annual meeting will, unless such proxy has been revoked, be voted
in accordance with the instructions on such proxy. If no
instruction is indicated, the shares will be voted for election
of the seven nominees for director listed in this proxy statement
and for approval of the Amendment to the Articles of
Incorporation to increase the authorized Common Shares. Proxies
given may be revoked at any time prior to the voting thereof by
delivering to the Company a written statement revoking the proxy
or a subsequently dated proxy, or by attending the meeting and
voting in person.
A quorum of shareholders is necessary to take action at the
annual meeting. A majority of the total outstanding Common
Shares of the corporation, represented in person or by proxy,
will constitute a quorum for purposes of the meeting.
Abstentions will be treated as Common Shares that are present and
entitled to vote for purposes of determining the presence of a
quorum. If a proxy submitted by a broker for shares beneficially
owned by other persons indicates that all or a portion of the
shares represented by such proxy are not being voted (because the
broker does not have discretionary authority to vote shares with
respect to a particular matter in the absence of instructions
from the beneficial owner of such shares), those shares will not
be counted in determining whether a quorum is present and will
not be considered present and entitled to vote with respect to
that matter.
The nominees for director who receive a plurality vote shall be
elected directors of the Company. The vote required for the
approval of the amendment to the Articles of Incorporation is the
affirmative vote of a majority of the outstanding Common Shares
of the corporation, present in person or represented by proxy at
the annual meeting. For purposes of determining the approval of
the matters submitted to the stockholders for a vote, abstentions
will have no effect on the vote for the election of directors and
will be treated as voted against approval of the amendment of the
Articles of Incorporation.
Proposal 1 _ ELECTION OF DIRECTORS
Seven directors are to be elected at the annual meeting, to
serve until the 1997 annual meeting of shareholders, or until
their successors are elected and qualified. Proxies will be
voted, unless otherwise indicated, for the election of the
nominees named below. If necessary to elect the nominees named
below, proxies will be voted cumulatively.
Nominees
The following information is furnished with respect to each
nominee for election as a director:
HERBERT F. IMHOFF, age 69, has been Chairman of the Board since
1968 and President of the Company since 1964.
HOWARD S. WILCOX, age 75, is a management consultant. Mr.
Wilcox was formerly owner of Howard S. Wilcox, Inc., a public
relations firm, from 1966 to 1986. Mr. Wilcox was elected to the
Board in 1974.
WALTER T. KERWIN, JR., age 78, is a former Vice Chief of Staff
of the U.S. Army. He has served as a consultant to the Army, the
Department of Defense and private industry since 1978. He joined
the Board in 1984.
HERBERT F. IMHOFF, JR., age 46, has been Executive Vice
President since February 1986 and General Counsel since January
1982. Mr. Imhoff, Jr. has been a member of the Board since 1986.
LEONARD CHAVIN, age 64, has operated a real estate management
and development business for more than 10 years. He was elected
to the Board in 1991.
SHELDON BROTTMAN, age 61, has been President and CEO of Jemm
Wholesale Meat Co., a food processing business, since May 1989.
For more than 10 years prior to that he was, and continues to be,
an attorney and real estate developer. Mr. Brottman was elected
to the Board in 1991.
DELAIN G. DANEHEY, age 61, was with the accounting firm of
Ernst & Young LLP for 31 years, and was a partner when he retired
from the firm in 1991. Mr. Danehey joined the Company's Board in
May of 1995.
All of the foregoing nominees are currently serving as
directors of the Company and all, with the exception of Mr.
Danehey, were elected by the shareholders at the last Annual
Meeting. Each of the above-named nominees has agreed to serve if
elected.
On December 30, 1994, in the United States Bankruptcy Court,
Northern District of Illinois, an Involuntary Petition for
Bankruptcy under Chapter 7 was filed against Mr. Chavin by three
creditors. On December 31, 1993, LC & CP Corporation of
Wisconsin, and LP & CC Corporation of Illinois, were adjudicated
bankrupt. Mr. Chavin was an executive officer and major
shareholder of these corporations.
Information Concerning the Board of Directors and its Committees
The Board of Directors meets on a regularly scheduled basis
during its fiscal year to review significant developments
affecting the Company and to act on matters requiring Board
approval. It also holds special meetings when an important
matter requires Board action between scheduled meetings. The
Board held five regularly scheduled meetings during the last
fiscal year, and all of the directors were in attendance at each
of the meetings.
Executive Committee
The Board of Directors has an Executive Committee consisting of
Herbert F. Imhoff, Howard S. Wilcox and Walter T. Kerwin, Jr.,
plus Herbert F. Imhoff, Jr. as an alternate member to serve in
the absence of Herbert F. Imhoff, the committee's chairman. The
committee is empowered to act upon all matters requiring the
approval of the Board of Directors except for corporate
reorganizations, decisions regarding mergers and acquisitions and
those matters reserved to the full Board by the Illinois Business
Corporation Act, such as the declaration of dividends. No
Executive Committee Meetings were held in fiscal 1995.
Audit Committee
The Audit Committee, which is comprised of all Members of the
Board, meeting as a committee of the whole, is primarily
concerned with the effectiveness of the Company's accounting
policies and practices, its financial reporting and with the
review of internal policies and practices. Specifically, the
Audit Committee reviews and approves the scope of the annual
audit of the Company's books, reviews the findings and
recommendations of the independent auditors at the completion of
their audit, and approves annual audit fees and the selection of
an auditing firm. The Audit Committee met once during fiscal
1995.
Stock Option Committee
The Board has a Stock Option Committee which is comprised of
all non-employee Directors. The function of this committee is to
oversee the administration of the Company's Incentive Stock
Option Plans. The Stock Option Committee has the power to
determine from time to time the individuals to whom options shall
be granted, the number of shares to be covered by each option and
the time or times at which options shall be granted. The Stock
Option Committee met twice during fiscal 1995.
The Board of Directors does not have a standing Nominating
Committee.
Nominations
The By-Laws of the Company establish procedures for the
nomination of candidates for election to the Board of Directors.
The By-Laws provide that nominations may be made by the Board of
Directors or by a committee appointed by the Board of Directors.
Any shareholder entitled to vote in the election of directors
generally may make nominations for the election of directors to
be held at an annual meeting of shareholders, provided that such
shareholder has given actual written notice of his intent to make
such nomination or nominations to the secretary of the Company
not later than sixty days prior to the anniversary date of the
immediately preceding annual meeting of shareholders. Each such
notice shall set forth (a) the name and address of the
shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Company
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings involving any two or more of the shareholders,
each such nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder or relating to the
corporation or its securities or to such nominee's service as a
director if elected; (d) such other information regarding such
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the Company, if so elected.
Security Ownership of Certain Beneficial Owners and Management
Listed in the following table is information concerning persons
known to the Company to be beneficial owners of more than five
percent of the Company's outstanding Common Stock as of December
29, 1995:
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership* of Class
Common Herbert F. Imhoff 710,001(1) 31.76
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
Common Marlene Chavin 202,227(2) 9.21
c/o S. Vass
810 Highland Place
Highland Park, IL 60035
*Unless noted otherwise, the named individuals have sole voting
and dispositive power over the shares listed.
(1) Includes 39,675 option shares exercisable by Mr. Imhoff
within 60 days of record date.
(2) According to Schedule 13D, dated August 9, 1993, and filed
with the Securities and Exchange Commission. Amount has been
adjusted to reflect 15% stock dividends paid to shareholders on
November 16, 1994 and November 3, 1995.
The following information is furnished as of December 29, 1995,
to indicate beneficial ownership by each director and each named
executive officer, individually, and all executive officers and
directors as a group:
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership* of Class
Common Herbert F. Imhoff 710,001(1) 31.76
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
Common Herbert F. Imhoff, Jr. 30,580(2) 1.38
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
Common Leonard Chavin 0 --
4756 South Ashland Avenue
Chicago, IL 60609
Common Sheldon Brottman 38,484(3) 1.74
3817 South Halsted
Chicago, IL 60609
Common Howard S. Wilcox 24,610 1.12
5353 Whisperwood Lane
Indianapolis, IN 46226
Common Walter T. Kerwin, Jr. 21,582 **
307 Crown View Drive
Alexandria, VA 22314
Common Delain G. Danehey 17,250(4) **
16023 East Cholla Drive
Fountain Hills, AZ 85268
All directors and executive officers 877,413(5) 37.68
as a group (ten in number)
*Unless noted otherwise, the named individuals have sole voting
and dispositive power over the shares listed.
**Owns less than 1%
(1) Includes 39,675 option shares exercisable by Mr. Imhoff
within 60 days of record date. Mr. Imhoff is the father of Mr.
Herbert F. Imhoff, Jr.
(2) Includes 434 shares held in custodial accounts for the
benefit of Mr. Imhoff, Jr.'s children and 26,450 option shares
exercisable by Mr. Imhoff, Jr. within 60 days of record date.
Mr. Imhoff, Jr. is the son of Mr. Herbert F. Imhoff.
(3) Includes options to purchase 19,837 shares within 60 days of
record date.
(4) Options to purchase 17,250 shares within 60 days of record
date.
(5) Includes 434 shares held in custodial accounts for the
benefit of Mr. Imhoff, Jr.'s children and 121,324 option shares
exercisable by members of the group within 60 days of record
date.
Settlement Agreement
On September 27, 1991 the Company and Leonard Chavin entered
into a Settlement Agreement to resolve certain litigation and
other issues. Insofar as it is still in effect, Mr. Chavin (and,
subsequently, in certain respects, his former wife, Marlene
Chavin) (a) agreed not to sue the Company or its agents based on
facts existing or occurring prior to September 27, 1991, (b)
agreed not to acquire additional securities of the Company during
the term of the Agreement or to encourage others to do so, (c)
granted the Company a right of first refusal to purchase his
common shares of the Company and (d) agreed not to solicit
proxies in opposition to the recommendation of the Company's
Board of Directors and agreed to vote his shares in accordance
with the Board's recommendation for so long as Mr. Chavin and one
other person designated by him are included in the slate of
nominees for directors recommended by the Board to shareholders
for election as directors.
In the Settlement Agreement, the Company agreed (a) to notify
Mr. Chavin in advance of an annual meeting of shareholders if Mr.
Chavin and his designee are not to be included on the Board's
recommended slate of nominees, and (b) to include Mr. Chavin and
his designee on the slate of nominees for directors under certain
circumstances in the event the Company reincorporates in Delaware
and Mr. Chavin and his nominee are members of the Company's Board
on the date such reincorporation is approved. The covenants and
agreements of the Settlement Agreement will continue in full
force and effect for so long as Mr. Chavin remains a member of
the Company's Board of Directors or until three years from the
date Mr. Chavin's Amended Complaint in his lawsuit was dismissed
with prejudice (which date was July 29, 1992), whichever period
is longer.
In connection with the 1996 Annual Meeting, Mr. Chavin has
designated himself and Mr. Brottman for inclusion in the slate of
nominees pursuant to the Settlement Agreement.
Compensation of Executive Officers
Summary Compensation Table
The following table sets forth certain information regarding
compensation awarded, earned or paid during each of the Company's
last three fiscal years to the Company's Chief Executive Officer
and one other executive officer.
Summary Compensation Table
Annual
Name and Compensation - All Other(1)
Principal Position Year Salary Bonus Compensation
Herbert F. Imhoff 1995 $225,061 $195,349 $1,875
Chairman and 1994 204,601 81,412 2,514
President 1993 193,751 -- 2,422
Herbert F.
Imhoff, Jr. 1995 $127,250 $110,451 $1,983
Executive Vice 1994 115,682 45,994 1,446
President 1993 102,273 -- 1,278
(1) Amounts represent the Company's contribution to the Company's
401(k) Incentive Savings Plan.
Stock Option Table
The following table provides information related to the number
and value of options held at fiscal year end for each of the
named executive officers. All options held by these officers at
fiscal year end were exercisable.
Fiscal Year End Option Values
Number of Value of
Unexercised Unexercised
Options In-the-Money Options
Name at F/Y End(1) at F/Y End(2)
Herbert F. Imhoff 39,675 $199,962
Herbert F. Imhoff, Jr. 26,450 133,308
(1) Number of shares adjusted to reflect 15% stock dividend paid
on November 3, 1995.
(2) Represents the spread between $6.74, the closing price of the
Company's Common Stock on the American Stock Exchange on
September 29, 1995 (adjusted for a 15% stock dividend) and the
option price per share of $1.70 multiplied by the number of
unexercised options.
Compensation of Directors
During the last fiscal year directors who are not full-time
employees of the Company were compensated at the rate of $1,250
per month. Compensation for non-employee Executive Committee
Members is $1,000 per meeting; however, no Executive Committee
Meetings were held in fiscal 1995. Since Audit Committee and
Stock Option Committee meetings are held in conjunction with
regular Board Meetings, Committee Members receive no additional
fee for serving on the Audit Committee or the Stock Option
Committee. The Audit Committee met once during fiscal 1995, and
there were two meetings of the Stock Option Committee held during
fiscal 1995.
Supplemental Executive Retirement Plan
The Company has agreed to provide Herbert F. Imhoff with a
retirement benefit of $400,000 subsequent to his retirement.
Under the terms of the agreement, the retirement benefit is to be
paid in a number of equal monthly installments equal to the
number of months between the first day of the month following his
termination date and the first day of the month in which Mr.
Imhoff attains age 75. The retirement benefit is also to be paid
in the event of a termination without cause or a constructive
termination within 12 months following a change in control. In
the event of Mr. Imhoff's death, the retirement benefit is to be
paid to his designated beneficiary. Mr. Herbert F. Imhoff also
has an employment contract with the Company dated October 1,
1962, providing for exclusive continuous employment during a
period of time mutually agreeable to the parties.
Senior Employment Contracts
Herbert F. Imhoff and Herbert F. Imhoff, Jr. each have
employment security agreements with the Company which, in
general, provide for payments in the amount of twice their
respective annual compensation, plus continued participation in
any employee benefit plan maintained by the Company in which the
executive participates at the date of termination, in the event
that the employment of the executive is terminated by the Company
for any reason other than good cause within twenty-four months
following change of control of the Company.
A change of control shall be deemed to take place on the
occurrence of any of the following events on or after May 14,
1990, without the prior written approval of a majority of the
entire Board of Directors of the Company as it exists immediately
prior to such event:
(1) The acquisition by an entity, person or group of beneficial
ownership of capital stock of the Company if after such
acquisition such entity, person or group is entitled to exercise
more than 30% of the outstanding voting power of all capital
stock of the Company entitled to vote in elections of directors
("Voting Power");
(2) The effective time of (I) a merger or consolidation of the
Company with one or more other corporations as a result of which
the holders of the outstanding Voting Power of the Company
immediately prior to such merger or consolidation hold less than
50% of the Voting Power of the surviving or resulting
corporation, or (II) a transfer of 30% of the Voting Power, or a
substantial portion of the property, of the Company other than to
an entity of which the Company owns at least 50% of the Voting
Power; or
(3) The election to the Board of Directors of the Company of
candidates who were not recommended for election by the Board of
Directors of the Company in office immediately prior to the
election, if such candidates constitute a majority of those
elected in that particular election.
Proposal 2 - AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED COMMON SHARES
The Board of Directors has unanimously approved, and recommends
that shareholders adopt, an amendment to Article Five of the
Articles of Incorporation to increase the number of authorized
Common Shares from 5 million to 20 million. If the proposed
amendment is adopted, Paragraph 1 of Article Five would be
amended to read as follows:
PARAGRAPH 1: The aggregate number of shares which the
corporation is authorized to issue is 20,100,000, divided into
two classes. The designation of each class, the number of shares
of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without
par value, are as follows:
Par Value Per Share
Series Number of or Statement that Shares
Class (if any) Shares Are Without Par Value
Preferred To be 100,000 Without Par Value
issued in
series
Common None 20,000,000 Without Par Value
The Company currently is authorized to issue 5 million Common
Shares, of which 2,195,985 Common Shares were issued and
outstanding as of December 29, 1995. In addition, as of December
29, 1995 the Company had 205,275 Common Shares reserved for
issuance under the Company's stock option plans, leaving
2,598,740 authorized Common Shares available for other purposes.
Adoption of the proposed amendment would increase the number of
Common Shares available for issuance to 20,000,000.
The additional Common Shares for which authorization is sought
would be part of the existing class of Common Shares and, if and
when issued, would have the same rights and privileges as the
Common Shares presently outstanding. Holders of the Company's
Common Shares do not have preemptive rights to subscribe for and
purchase any new or additional issue of Common Shares or
securities convertible into Common Shares.
The Board of Directors believes that the increase in the number
of authorized Common Shares is in the best interests of the
Company and its shareholders. The purpose of increasing the
number of authorized Common Shares is to have shares available
for issuance for such corporate purposes as the Board of
Directors may determine in its discretion, including, without
limitation, future acquisitions, investment opportunities, stock
splits, stock dividends or other distributions, conversion of
convertible securities, future financings and other corporate
purposes. Except for certain stock option plans and the share
purchase rights plan (the "Rights Plan") discussed below, the
Company has no agreements or understandings regarding the
issuance of additional Common Shares.
Under the provisions of the Illinois Business Corporation Act
of 1983, a board of directors generally may issue authorized but
unissued common shares without shareholder approval. A
substantial number of authorized but unissued Common Shares not
reserved for specific purposes will allow the Company to take
prompt action with respect to corporate opportunities that
develop, without the delay and expense of convening a special
meeting of shareholders. The issuance of additional Common
Shares may, depending upon the circumstances under which such
shares are issued, reduce shareholders' equity per share and may
reduce the percentage of ownership of Common Shares of existing
shareholders. It is not the present intention of the Board of
Directors to seek shareholder approval prior to any issuance of
additional Common Shares unless required by law or the rules of
the American Stock Exchange or any other stock exchanges on which
the Common Shares may be listed. The American Stock Exchange
currently requires shareholder approval as a prerequisite to
listing shares in several instances, including acquisition
transactions where the present or potential issuance of shares
could result in an increase in the number of Common Shares
outstanding by 20% or more.
Although the Company currently has no reason to believe that a
takeover attempt is likely to occur, increasing the number of
authorized Common Shares may provide the Company with the means
of discouraging any such attempt. Such additional Common Shares
could be used in the future, through private sales to purchasers
allied with management or otherwise, to dilute the stock
ownership of persons seeking to obtain control of the Company,
thus making less likely a change in control of the Company,
whether or not favored by a majority of unaffiliated
shareholders, with the possible effect of deterring an offer for
the company at a substantial premium over the current market
price of the Common Shares. The Company has no present intention
to issue securities for any such purpose. The Articles of
Incorporation also contain a provision authorizing the issuance
of up to 100,000 Preferred Shares which may be divided into and
issued in series with such rights, preferences and limitations as
determined by the Board. Such Preferred Shares could be issued
by the Board in one or more transactions with terms which might
make the acquisition of a controlling interest in the Company
more difficult or costly.
The Company has adopted a Rights Plan which provides
shareholders with rights to purchase Common Shares of the Company
(or of an acquiring company) at half of the market price under
certain circumstances involving a potential change in control of
the Company that has not been approved by the Board. The Rights
Plan is intended as a means to protect the values of the
shareholders' investment in the Company, while preserving the
possibility of a fair acquisition bid. The Illinois Business
Corporation Act of 1983 provides, among other things, that any
beneficial owner of more than 15% of the Company's voting stock
is prohibited, without the prior approval of the Board, from
entering into any business combination with a company for three
years from the date such 15% ownership is acquired.
The Company's By-Laws contain certain other provisions which
may be viewed as having an antitakeover effect. The By-Laws
provide that any shareholder seeking to have the shareholders act
by written consent must give notice to the Board of Directors to
set a record date for purposes of the consent, which record date
shall not precede the date upon which the Board takes action and
which shall not be more than 20 days after the date the Board
takes action. Additionally, a shareholder must give written
notice to the Company of an intention to nominate a director for
election at an annual meeting 60 days prior to the anniversary
date of the immediately preceding annual meeting. See "Election
of Directors - Nominations." A shareholder must also give written
notice not less than 30 days nor more than 60 days prior to the
date of an annual meeting of any other business to be conducted
at an annual meeting. Each of these provisions tends to make a
change in control of the Board of Directors more difficult or
time consuming. The proposed amendment to the Articles of
Incorporation is not being recommended for the purpose of
deterring a possible change in control of the Company or in
response to any specific effort of which the Company is aware to
obtain control of the Company, nor does the Board of Directors
currently intend to propose to shareholders any amendments which
may have the effect of discouraging takeover attempts.
Vote Required
The affirmative vote of the holders of a majority of the
outstanding Common Shares is required to approve the amendment to
the Articles of Incorporation to increase the number of
authorized Common Shares of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
ADOPTION OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON SHARES FROM 5,000,000 TO
20,000,000.
OTHER MATTERS
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who
beneficially own more than ten percent of the Company's stock, to
file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission and the
American Stock Exchange. Executive officers, directors and
greater than ten-percent shareholders are required by SEC
regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on review of the copies of these reports furnished
to the Company and written representations from the executive
officers and directors that no other reports were required during
the fiscal year ended September 1995, the Company believes that
all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than ten-percent owners were
complied with.
Proposals of Shareholders
In order to be considered for inclusion in the Proxy Statement
for the 1997 Annual Meeting of Shareholders, shareholder
proposals must be received by the Company at its address
hereinabove, on or before September 27, 1996.
Independent Public Accountants
Ernst & Young LLP, independent certified public accountants,
have been auditors of the financial statements of the Company
since 1985 and have been selected by the Board of Directors of
the Company to serve as independent auditors for the Company for
the year ending September 30, 1996.
Representatives of Ernst & Young LLP are expected to be present
at the Annual Meeting of Shareholders to respond to appropriate
questions and to make a statement if they desire to do so.
Manner and Costs of Solicitation
The cost of preparing, assembling and mailing the proxy
materials and of reimbursing brokers, nominees and fiduciaries
for the out-of-pocket expenses of transmitting copies of the
proxy materials to the beneficial owners of shares held of record
by such persons will be borne by the Company. The Company does
not intend to solicit proxies otherwise than by the use of mail,
but certain officers and regular employees of the Company or its
subsidiary, without additional compensation, may use their
personal efforts by telephone or otherwise, to obtain proxies.
Availability of Form 10-KSB
The Company will furnish upon request and without charge to
each record or beneficial owner of its securities from whom it
solicits proxies, a copy of its current annual report on Form 10-
KSB including the financial statements and financial schedules
thereto, filed with the Securities and Exchange Commission.
Requests should be in writing and addressed to
Ms. Nancy Frohnmaier, Vice President/Secretary
General Employment Enterprises, Inc.
Oakbrook Terrace Tower
One Tower Lane - Suite 2100
Oakbrook Terrace, Illinois 60181
Other Matters
At the date of this Proxy Statement, the Board of Directors is
not informed of any matters, other than those stated above, that
may be brought before the meeting. However, if any other matters
shall properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote such
proxy in accordance with their best judgment on such matters.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO ADDITIONAL POSTAGE, IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF GENERAL EMPLOYMENT ENTERPRISES, INC.
One Tower Lane, Suite 2100, Oakbrook Terrace, IL 60181
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of GENERAL EMPLOYMENT ENTERPRISES,
INC. hereby appoints HERBERT F. IMHOFF, HOWARD S. WILCOX and
WALTER T. KERWIN, JR., and each of them, as the proxies (with
full power of substitution) to vote all shares which the
undersigned would be entitled to vote at the Annual Meeting of
Shareholders to be held on February 26, 1996 and any adjournment
thereof. If a vote is not specified, said proxies will vote FOR
election of directors and FOR proposal 2.
1. Election of Directors, Nominees:
S. Brottman, L. Chavin, D. G. Danehey, H. F. Imhoff, H. F. Imhoff, Jr.,
W. T. Kerwin, Jr., H. S. Wilcox
For, except vote withheld
FOR ___ AGAINST ___ from the following nominee(s)________________
2. Approval of the Amendment to the Articles of Incorporation
to increase the number of authorized Common Shares from 5
million to 20 million shares
FOR ___ AGAINST ___ ABSTAIN ___
3. In their discretion, in the transaction of such other
business as may properly come before the meeting.
You are encouraged to specify your choices by marking the
appropriate boxes with an "X" but you need not mark any boxes if
you wish to vote in accordance with the Board of Directors'
recommendations.
Please sign and date on the reverse side, and mail this proxy in
the enclosed envelope as promptly as possible.
This proxy when properly executed will be voted as directed. If
no direction is made, this proxy will be voted FOR the election
of Directors and FOR proposal 2. This proxy confers the proxy
holders the power of cumulative voting and the power to vote
cumulatively for less than all of the nominees as described in
the accompanying proxy statement.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
The signer hereby revokes all
proxies heretofore given by the
signer to vote at said meeting or
any adjournments thereof.
NOTE: Please sign exactly as
name appears hereon. Joint owners
should each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
____________________________________
____________________________________
SIGNATURE(S) DATE
