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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENERAL EMPLOYMENT ENTERPRISES, INC.
------------------------------------
(Name of issuer)
Common Shares
-------------
(Title of class of securities)
36-9730106
----------
(CUSIP number)
Craig M. White, Esq.
225 West Wacker Drive
Chicago, Illinois 60606-1229
(312) 201-2000
(Name, address and telephone number of person authorized
to receive notices and communications)
October 31, 1997
----------------
(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-l(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13a-l(a) for other parties to whom copies are to
be sent.
*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 (the "Act") or otherwise
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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).
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13D
CUSIP No.____________________
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Marlene Chavin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 104 632
BENEFICIALLY ----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING -------------
PERSON ----------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
-------------
----------------------------------------------
10. SHARED DISPOSITIVE POWER
------------
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,632
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This report constitutes the second amendment to a report on Schedule 13D
previously filed with the Securities and Exchange Commission on October 7, 1993
and first amended (via EDGAR) on January 8, 1997.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Shares, no par value, of General
Employment Enterprises, Inc., an Illinois corporation (the "Issuer"), with
principal executive offices at One Tower Lane, Oakbrook Terrace, Illinois
60181.
ITEM 2. IDENTITY AND BACKGROUND.
(a)(b)(c) The person filing this statement is Marlene Chavin. Marlene
Chavin is an individual with a residence address of 9455 N. Collins Avenue,
Unit 809, Surfside, Florida 33154. Marlene Chavin does not at this time have a
full-time occupation
(d) During the last five years, Marlene Chavin has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Marlene Chavin has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which she was 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 violation
with respect to such laws.
(f) Marlene Chavin is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This report covers Marlene Chavin's ownership of 104,632 Common Shares.
The number of Common Shares covered by this report reflects Marlene Chavin's
sales of an aggregate of 40,500 Common Shares at various times in 1997. This
report also covers her transfer of 31,770 Common Shares pursuant to the terms
of a Settlement Agreement and Mutual Release dated as of July 31, 1997, by and
among several parties, including, but not limited to, the Bankruptcy Estate of
Leonard Chavin, Gus A. Paloian, not individually, but as Trustee of the
Bankruptcy Estate of Leonard Chavin, and Marlene Chavin. The Settlement
Agreement and Mutual Release was made effective as of July 31, 1997 by written
Order of the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division, which Order was entered October 29, 1997. The
number of Common Shares covered also has been adjusted to give effect to a
3-for-2 stock split of the Common Shares paid October 31, 1997.
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ITEM 4. PURPOSE OF TRANSACTION.
Marlene Chavin presently intends to hold the Common Shares of the Issuer
for investment purposes. She has no other plans or proposals which would be
required to be reported in response to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (b) Marlene Chavin has the sole power to vote and dispose of and is
the beneficial owner of the 104,632 Common Shares covered by this report.
(c) None.
(d) None.
(e) Marlene Chavin ceased to be a 5% beneficial owner on or about May 12,
1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Common Shares covered by this report are subject to a Settlement
Agreement and First Amendment between Leonard Chavin and the Issuer each dated
as of September 27, 1991, and an Agreement dated as of October 1, 1993 pursuant
to which Marlene Chavin agreed to be bound by the terms of the Settlement
Agreement and First Amendment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Settlement Agreement and Mutual Release dated as of July 31, 1997, and
the Order of the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division, each as referred to in Item 3, are attached hereto
as Exhibits 1 and 2.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 22, 1998 /s/ Marlene Chavin
------------------------
Marlene Chavin
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EXHIBIT 99.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is made
and entered into as of this 31st day of July, 1997, by and among the Bankruptcy
Estate of Leonard Chavin (the "Estate"), Gus A. Paloian, not individually, but
solely as the Trustee of the Bankruptcy Estate of Leonard Chavin (the
"Trustee"), Marlene Chavin ("Marlene"), Bonnie Schwartzbaum ("Bonnie") and
Shari Vass ("Shari") (Marlene, Bonnie and Shari shall individually and
collectively be referred to as the "Defendants").
RECITALS
WHEREAS, on December 30, 1994, an involuntary petition for relief under
Chapter 7 of the United States Code (11 U.S.C. Section Section 101, et seq.,
the "Bankruptcy Code") was filed against Leonard Chavin ("Leonard") in the
United States Bankruptcy Court for the Northern District of Illinois, thereby
giving rise to case number 94-B-25586 (the "Case").
WHEREAS, an Order for Relief under Chapter 7 of the Bankruptcy Code was
entered in the Case on February 1, 1995 and soon thereafter the Trustee was
appointed and authorized to act pursuant to Section 704 of the Bankruptcy Code.
WHEREAS, on December 28, 1995, the Trustee commenced an adversary
proceeding against Bonnie, which proceeding presently is pending before Judge
Norgle in the United States District Court for the Northern District of
Illinois (Case Numbers 95-A-01624 and 96-C-0610). A copy of the Trustee's
Complaint against Bonnie is attached hereto as Exhibit 1. The suit against
Bonnie by the Trustee is referred to individually herein as "Bonnie's Suit."
WHEREAS, on February 9, 1996, the Trustee commenced an adversary
proceeding against Marlene, which proceeding presently is pending before Judge
Anderson in the United States District Court for the Northern District of
Illinois (Case Numbers 96-A-00173 and 96C-1331). A copy of the Trustee's
Complaint against Marlene is attached hereto as Exhibit 2. The suit against
Marlene by the Trustee is referred to individually herein as "Marlene's Suit."
WHEREAS, on January 31, 1997, the Trustee commenced an adversary
proceeding against Shari, which proceeding is presently pending before
Magistrate Judge Bobrick in the United States District Court for the Northern
District of Illinois (Case Numbers 97-A-166 and 97-C-1246). A copy of the
Trustee's Complaint against Shari is attached hereto as Exhibit 3. The suit
against Shari by the Trustee is referred to individually herein as "Shari's
Suit."
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WHEREAS, the Trustee and the Defendants have, through their respective
attorneys, engaged in good faith negotiations in an effort to obtain an
acceptable resolution of their disputes and have done so in order to avoid the
uncertainties and expense associated with further proceedings relating to such
disputes, including Bonnie's Suit, Marlene's Suit and Shari's Suit (hereinafter
collectively referred to as the "Adversary Proceedings"), which resolutions are
set forth in the decretal portion of this Agreement and which will resolve all
disputes between the parties and resolve the Adversary Proceedings in their
entirety.
WHEREAS, the terms of this Agreement are considered by the parties hereto
to be in the best interests of Marlene, Bonnie, Shari, the Trustee, the Estate,
and the creditors who have filed proofs of claim against the Estate.
NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Parties. The parties to this Agreement are limited exclusively to
Marlene, Bonnie, Shari, the Estate and the Trustee (collectively, the
"Parties"). Hereinafter, each reference to a party shall also be a reference to
their respective successors, assigns, representatives, agents, attorneys,
partners, officers, directors, employees, shareholders and affiliates. Leonard
Chavin ("Leonard") shall not be a direct, indirect or a third-party beneficiary
of this Agreement and Leonard hereby is expressly excluded from the definition
of Party or party as that term is used herein.
2. Transfer of Stock to Trustee. Within ten calendar days of the date that
the Bankruptcy Court enters an Order approving the Trustee's prior execution of
this Agreement on behalf of the Estate, the Defendants shall transfer to the
Trustee or shall cause to be transferred to the Trustee 85,000 shares of the
issued and outstanding shares of common stock of General Employment
Enterprises, Inc. ("GEE") (the "Stock") as of July 31, 1997 (any and all Stock
benefits to the owner of the Stock after July 31, 1997, shall inure to the
benefit of the Trustee) (the aforesaid Stock and benefits of ownership after
July 31, 1997 shall be referred to hereinafter as the "Settlement
Consideration"). The Parties' execution of this Agreement shall not be
effective until (a) this Agreement and the documents listed on the Closing
Checklist (attached hereto) are approved as to form by all Parties, (b) all
other conditions precedent enumerated in paragraph 6 hereof have been
satisfied, have been waived in writing by the beneficiary thereof, or have
occurred, and (c) the Bankruptcy Court enters an order approving the Trustee's
execution of this Agreement on behalf of the Estate. The Defendants represent
and warrant that the Trustee shall obtain the sole and exclusive ownership,
possession and benefits of ownership of the Stock free and clear of all liens,
claims and encumbrances, and that one or more of the Defendants, as necessary,
shall endorse the stock certificates or stock powers as necessary or cause GEE
to issue a suitable stock certificate(s) naming the Trustee (or his designee)
as owner of the Stock. No person shall have any rights under this Agreement, or
shall receive any benefits therefrom, unless and until the Trustee receives the
Settlement Consideration as represented and warranted (the
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date the Trustee receives the Settlement Consideration as represented and
warranted shall be referred to hereinafter as the "Effective Date").
3. Trustee's Release of Defendants.
a. Immediately upon the Effective Date, the Trustee, on behalf of
himself and the Estate, automatically and with no further action required, does
hereby absolutely, fully and forever, release, relieve, waive, relinquish and
discharge the Defendants, and each of them, as well as their respective
successors, assigns, representatives, agents, attorneys, partners, officers,
directors, employees, shareholders and Defendants' interests in partnerships,
trusts and corporations, and affiliates, with the exception of Leonard Chavin,
and from any and all manner of actions, causes of action, suit, debt,
deficiency, liability, demand, claim, obligation, cost, expense, sum of money,
controversy, damage, account, reckoning and lien of every kind or nature
whatsoever, whether direct or indirect, claimed unclaimed, choate or unchoate,
liquidated or unliquidated, contingent or determined, in law or in equity, that
relate to the property which is the subject of the Adversary Proceedings as set
forth in Exhibit 4 (collectively referred to as the "Property"), the claims
asserted in the Adversary Proceedings (collectively, the "Actions") and all
other claims the Estate now owns or holds or heretofore owned or held other
than claims related to Newly Discovered Property (defined hereafter). The
Release given by the Trustee on behalf of himself and the Estate (recited
herein) and the making of this Agreement is made in reliance upon all
representations and warranties of the Defendants contained herein, including
but not limited to: Defendants' representations and warranties that, to the
best of Defendants' knowledge (which knowledge is limited to Defendants' actual
knowledge known personally to them, not knowledge implied or imputed to them
from their agents), there are no assets known to them which Leonard Chavin is
concealing from the Estate or the Trustee, there are no interests in, property
owned by Leonard as of the date his bankruptcy case was filed other than those
interests identified in his Bankruptcy Schedules or Exhibit 5 hereto, and there
is no property with a value in excess of $10,000 which was transferred to any
of them (or for their benefit) by Leonard since December 30, 1990 except for
the property identified on Exhibit 4. Any breach of the representations and
warranties made by the Defendants shall be actionable by the Trustee or the
Estate. However, the representations and warranties recited herein shall not be
used as a basis for waiver or estoppel in any action involving Newly Discovered
Property (defined hereafter). In addition, no party (other than a party to this
Agreement) may rely on any of the representations and warranties contained
herein.
In addition, notwithstanding anything to the contrary herein contained, it
is expressly understood and agreed that the Trustee's execution of this
Agreement (and the Release contained therein) does not release or discharge any
claim or action of the Trustee (or the Estate) against Leonard Chavin, Chavin
Enterprises, Chavin Enterprises, Inc., Howard's Style Shop, Carole Fisher or
Bank of America, or any debt or liability of the same to the Trustee (or the
Estate) and that the Trustee's (and the Estate's) rights and remedies
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against each of them in connection with such claim, action, debt or liability
are expressly preserved. The Trustee hereby represents that he has not
transferred any claims released herein to any third party.
b. As a part of the foregoing release, the Trustee on behalf of himself
and the Estate hereby expressly releases the law firm of Wildman, Harrold,
Allen & Dixon (the "Wildman Firm") from any and all claims and liabilities
associated with the Trustee's contention in Count I of Marlene's Suit that
Marlene, through the Wildman Firm, violated Section 362 of the Bankruptcy Code.
c. Upon the Effective Date, this Agreement shall automatically and with
no further action required become effective as a full and final accord and
satisfaction, settlement of, and bar to each and every manner of Action claimed
by or through the Trustee or the Estate.
d. Except for the representations, warranties, and facts set forth in
this Agreement, as a part of the foregoing Release, the Trustee acknowledges
that he understands and accepts the risk that the facts with respect to which
this Agreement is entered into ultimately may be different from the facts now
known or believed by him to be true. This Agreement shall remain in all respects
effective and shall not be subject to termination or rescission by virtue of
any such differences in fact. In entering into this Agreement, the Trustee
acknowledges that he has conducted his own independent investigation, has had
the opportunity to consult with legal counsel of his own choice, and has not
relied on any statement, representation, promise, inducement or agreement not
expressly contained in this Agreement.
e. Exhibit 5 is a list of the claims brought and assets liquidated by
Gus A. Paloian, Trustee of the Bankruptcy Estate of Leonard Chavin as of July
31, 1997.
f. The Trustee acknowledges he has not entered into any agreements,
whether expressed or implied, with Leonard relating to the subject matter of
this Agreement.
4. Defendants' Release of the Trustee and Estate.
a. Immediately upon the Effective Date, the Defendants, automatically
and with no further action required, do hereby absolutely, fully and forever,
release, relieve, waive, relinquish and discharge the Trustee and the Estate,
and each of them, as well as their respective successors, assigns,
representatives, agents, attorneys, partners, officers, directors, employees,
shareholders and affiliates, of and from any and all manner of actions, causes
of action, suit, debt, deficiency, liability, demand, claim, obligation, cost,
expenses, sum of money, controversy, damage, account, reckoning and lien of
every kind or nature whatsoever, whether direct or indirect, claimed or
unclaimed, suspected or unsuspected, choate or unchoate, liquidated or
unliquidated, contingent or determined, in law or in equity, that relate to the
Property (set forth in Exhibit 4), the claims asserted in the Adversary
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Proceedings and all other claims the Defendants now own or hold or heretofore
owned or held other than claims related to Newly Discovered Property (defined
hereafter). The Defendants hereby represent that they have not transferred any
claims released herein to any third party. In addition, the Defendants hereby
agree not to transfer, file or pursue any proof of claim against the Estate or
the Trustee for any of the consideration paid hereunder.
In addition, notwithstanding anything to the contrary herein contained, it
is expressly understood and agreed that the Defendants' execution of this
Agreement (and the Release contained therein) does not release or discharge any
claim or action of the Defendants against Leonard Chavin, Chavin Enterprises,
Chavin Enterprises, Inc., Howard's Style Shop, Carole Fisher or Bank of
America, or any debt or liability of the same to the Defendants and that the
Defendants' rights and remedies against each of them in connection with such
claim, action, debt or liability are expressly preserved.
b. Notwithstanding anything to the contrary herein contained, it is
expressly understood and agreed that Leonard is a distinct and separate entity
from the Estate and that nothing in this Agreement shall be construed as, or
have the effect of, releasing or discharging Leonard (as opposed to the Estate)
from any debt or liability to Defendants.
c. Upon the Effective Date, this Agreement shall automatically and with no
further action required become effective as a full and final accord and
satisfaction, settlement of, and bar to each and every manner of Action claimed
by or through the Defendants.
d. Except for the representations, warranties and facts set forth in this
Agreement, as a part of the foregoing release, the Defendants acknowledge that
they understand and accept the risk that the facts with respect to which this
Agreement is entered into ultimately may be different from the facts now known
or believed by them to be true. This Agreement shall remain in all respects
effective and shall not be subject to termination or rescission by virtue of
any such differences in fact. In entering into this Agreement, the Defendants
acknowledge that they have conducted their own independent investigation, have
had the opportunity to consult with legal counsel of their own choice, and have
not relied on any statement, representative, promise, inducement or agreement
not expressly contained in this Agreement.
e. The Defendants hereby agree not to object to the allowance and payment
of the fees and expenses incurred by the Trustee (and the Estate) and the
counsel to the Trustee (and the Estate) in the Case and the Adversary
Proceedings.
f. Defendants acknowledge that they have not entered into any agreements,
whether express or implied, with Leonard relating to the subject matter of this
Agreement.
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g. Neither the Defendants, nor their attorneys, shall hereinafter bring,
commence, institute, maintain, or prosecute any action at law, proceeding in
equity or any other legal proceeding against the Trustee or the Estate based in
whole or in part upon any event, right, debt, claim, judgment, demand, action,
cause of action, duty, expense, obligation, damage or liability released
herein.
5. Leonard's Undisclosed Property
a. Defendants do not waive (i) any claims they may have to property
Leonard was required to disclose, but failed to disclose, in his divorce from
Marlene or in his Bankruptcy Schedules, which is discovered subsequent to July
31, 1997 ("Newly Discovered Property"); (ii) any claim they may have against
Howard's Style Shop, Inc. (except for claims already asserted by the Trustee);
or (iii) any other claim they may have directly against Leonard individually
(i.e., not against the Estate). Notwithstanding any contrary language in this
Agreement, including the preceding sentence, the Defendants hereby waive and
release any claims they may have to property (or the proceeds thereto)
discovered and liquidated by the Trustee as of July 31, 1997, as well as any
claim for any of the consideration paid hereunder
b. The Trustee (on behalf of himself and the Estate) and Marlene hereby
agree that this Agreement shall not affect the Parties respective positions
related to Newly Discovered Property.
6. Conditions. The following are specific conditions precedent to the
performance of the obligations and covenants made herein by the parties:
a. This Agreement must be approved by the Bankruptcy Court. Until it is
approved by the Bankruptcy Court, this Agreement shall be of no force and
effect and shall not give rise to any obligations on the part of any of the
parties hereto.
b. GEE must give its written consent to the aforesaid transfer of Stock
to the Trustee and waive any right of first refusal GEE may have to said Stock.
Until the proposed transfer of Stock is approved by GEE and all of the actions,
representations and warranties described in paragraph 2 of this Agreement have
occurred, this Agreement shall be of no force and effect.
c. Firstar Bank Milwaukee, N.A. (formerly known as First Bank Southeast,
N.A.) (hereinafter, "Firstar") must execute a Release in favor of the
Defendants releasing all claims, suits, and demands against the Defendants. The
Release shall be in the form attached hereto as Exhibit 6.
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7. Trustee's Representations
a. The Trustee agrees to notify Chicago Title & Trust and/or any other
similar entity or person that the Estate no longer has or asserts any interest
in the properties identified on Exhibit 4 attached hereto. The Trustee further
agrees to execute and deliver (but not prepare) any documents reasonably
necessary to evidence that the Estate no longer has an interest in such
properties, including the execution of documents which would assist the
Defendants in their efforts to remove clouds, restrictions, liens,
encumbrances, lis pendens notices, and the like from the legal title to or the
beneficial interests in the properties, which obligation shall be a continuing
one of the Trustee and/or his authorized agents.
b. Upon receipt of the Settlement Consideration, the Trustee shall
promptly file and prosecute a motion to dismiss the Adversary Proceedings
pursuant to settlement with prejudice and without costs.
c. The Trustee is aware of, and will comply fully with, all reporting
requirements associated with the transfer of Stock from the Defendants to the
Trustee including, without limitation, filings required by the Securities
Exchange Act of 1934. The sole purpose of the transfer of Stock hereunder is to
resolve and settle the Trustee's claims to title to said Stock as well as the
Property.
d. Neither the Trustee, the estate, nor their attorneys, shall hereafter
bring, commence, institute, maintain, or prosecute any action at law,
proceeding in equity or any other legal proceeding against any of the
Defendants based in whole or in part upon any event, right, debt, claim,
judgment, demand, action, cause of action, duty, expense, obligation, damage or
liability released herein.
8. Release of Claim of Goldman-Vass Realty. Effective upon the Trustee's
receipt of the Settlement Consideration, the proof of claim filed by
Goldman-Vass Realty, Inc. against the Estate is hereby deemed withdrawn with
prejudice and disallowed in its entirety with prejudice and the Trustee is
authorized by Shari and Goldman-Vass Realty to use this Agreement as the basis
for the entry of an order withdrawing and disallowing the proof of claim filed
by Goldman-Vass Realty. Shari, as an officer and/or agent of Goldman-Vass
Realty, shall execute any document reasonably required by the Trustee to effect
this withdrawal of such claim.
9. No Admission. The transfer of the Settlement Consideration and the
execution of this Agreement by the Defendants are done entirely for the purpose
of compromise and settlement of disputed claims. Neither the fact of the
Settlement Consideration, this Agreement, nor the compromise and settlement of
claims shall be construed as an admission of any liability on the part of the
Defendants, by whom all liability is expressly denied.
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10. Whole Agreement. This Agreement constitutes the entire written
agreement of compromise and settlement between the parties, and there are no
other agreements modifying its terms. The terms of this Agreement can be
modified only by a writing signed by each of the parties hereto, expressly
stating that such modification is intended.
11. Acknowledgments. Each of the parties to this Agreement represents that
they have read the contents of this Agreement, that the terms of this Agreement
are fully understood and voluntarily accepted by them, that they have had the
opportunity to rely upon the legal advice of an attorney of their own choosing,
and hereafter shall not deny the validity of this Agreement on the ground that
it did not understand this Agreement or have an opportunity to seek advice of
counsel.
12. Authority to Execute Agreement. Subject to required bankruptcy court
approval, each of the parties has full authority to execute this Agreement and
that, upon execution, this Agreement shall be fully binding on and enforceable
against such party.
13. Interpretation of Agreement. All parties and their attorneys have
reviewed and participated in the drafting of this Agreement, such that this
Agreement shall be construed as having been equally written by all parties.
14. Headings. The headings used in this Agreement are inserted for
reference purposes only and shall not be deemed to limit or affect in any way
the meaning or interpretation of any of the terms or provisions of this
Agreement.
15. Survival of Representations! Warranties and Covenants. The
representations, warranties and covenants of the parties shall survive the date
this Agreement is executed and the transfer of Stock and other consideration
contemplated hereby.
16. Waiver. Any waiver by any party hereto of any breach of any kind or
character whatsoever by any other party, whether such waiver be direct or
implied, shall not be construed as a continuing waiver or consent to any
subsequent breach of this Agreement on the party of the other party.
17. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors, assigns and/or trustees of each party hereto.
18. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Trustee, the Estate, the Defendants and each of their respective
successors, assigns, officers, directors, agents, employees and constituents.
Nothing set forth herein is intended or shall be construed to give any other
person or entity any right, remedy or claim under, to or in respect of this
Agreement.
19. Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be deemed one and the same
original document.
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20. Governing Law. This Agreement shall (i) be governed in accordance with
the laws of the State of Illinois and (ii) inure to the benefit of and be
binding upon the parties and their respective heirs, executors, successors and
assigns.
21. Trustee Exculpation. This Agreement is executed by GUS A. PALOIAN, NOT
INDIVIDUALLY, BUT SOLELY AS THE CHAPTER 7 TRUSTEE OF THE BANKRUPTCY ESTATE OF
LEONARD CHAVIN, in exercise of power and authority conferred upon and vested in
him as such Bankruptcy Trustee. Defendants hereby agree that no personal
liability or responsibility is assumed by, shall attach to or shall at any time
be asserted or enforced against GUS A. PALOIAN PERSONALLY, all such personal
liability, if any, being expressly waived and released by each party to this
Agreement.
IN WITNESS WHEREOF, the parties have executed below as of the date first
above written.
--------------------------------------
Gus A. Paloian, not individually,
but solely as Trustee of the
Bankruptcy Estate of Leonard Chavin
/s/ Marlene Chavin
--------------------------------------
Marlene Chavin
/s/ Bonnie Schwartzbaum
--------------------------------------
Bonnie Schwartzbaum
/s/ Shari Vass
--------------------------------------
Shari Vass, individually and as
President of Goldman-Vass Realty, Inc.
Approved:
[SIGNATURE]
- -----------------------------------
Attorney for Trustee
/s/ Craig M. White
- -----------------------------------
Attorney for Marlene, Bonnie and Shari
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20. Governing Law. This Agreement shall (i) be governed in accordance with
the laws of the State of Illinois and (ii) inure to the benefit of and be
binding upon the parties and their respective heirs, executors, successors and
assigns.
21. Trustee Exculpation. This Agreement is executed by GUS A. PALOIAN, NOT
INDIVIDUALLY, BUT SOLELY AS THE CHAPTER 7 TRUSTEE OF THE BANKRUPTCY ESTATE OF
LEONARD CHAVIN, in exercise of power and authority conferred upon and vested in
him as such Bankruptcy Trustee. Defendants hereby agree that no personal
liability or responsibility is assumed by, shall attach to or shall at any time
be asserted or enforced against GUS A. PALOIAN PERSONALLY, all such personal
liability, if any, being expressly waived and released by each party to this
Agreement.
IN WITNESS WHEREOF, the parties have executed below as of the date first
above written.
/s/ Gus A. Paloian, as Trustee
--------------------------------------
Gus A. Paloian, not individually,
but solely as Trustee of the
Bankruptcy Estate of Leonard Chavin
--------------------------------------
Marlene Chavin
--------------------------------------
Bonnie Schwartzbaum
--------------------------------------
Shari Vass, individually and as
President of Goldman-Vass Realty, Inc.
Approved
[SIGNATURE]
- ---------------------------------
Attorney for Trustee
/s/ Craig M. White
- ---------------------------------
Attorney for Marlene, Bonnie and Shari
<PAGE> 11
10
CLOSING CHECKLIST
1. Release executed by Firstar in favor of Bonnie, Marlene and Shari
2. Stipulations dismissing defendants from suits brought by Firstar
a. Chancery Action
b. Divorce Action
c. Enforcement Action
3. Release of Lis Pendens notices for filing in the applicable County
Recorder's Office
4. Letters to land trustees by Firstar advising them that Firstar has
released any claims to the land trust accounts, accepts the ABI's, and
will not expose land trustees to claims or liabilities.
5. Documents Pertaining to Transfer of Stock to Trustee
a. Endorsed Stock Certificates for Transferred Shares
b. Letter of Direction to GEE Surrendering Certificates and Requesting
Transfer and Issuance of New Certificates
6. Letters to land trustees by Trustee advising them that the land trust
accounts are no longer "frozen", the Trustee accepts the ABI's, and he
will not expose land trustees to claims or liabilities
7. Letter to Chicago Title and Trust by Trustee regarding Bonnie Trust
releasing and waiving all claims to Trust assets and consenting to
Distribution of all Trust assets to Bonnie or her designee.
8. Letter to Chicago Title and Trust by Trustee regarding Harold Berg
"escrow" authorizing release of all funds held in escrow by check payable
to Don, Iris and Marlene Chavin and waiving any claim by Trustee to such
funds
9. Letter to Harold Berg by Trustee releasing and waiving any and all claims
to income, proceeds, distributions or title to any of the Properties
10. Completed Exhibits for Settlement Agreement
11. All other documents needed by closing to effectuate deal
12. Settlement Approval Order
<PAGE> 1
EXHIBIT 99.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
In re: ) Case No. 94 B 25586
) Chapter 7
LEONARD CHAVIN ) Hon. Susan Pierson Sonderby
SSN: ###-##-#### )
)
Debtor )
)
- ---------------------------------------- )
GUS A. PALOIAN, not individually, but )
solely as the Trustee of the Bankruptcy )
Estate of Leonard Chavin, )
)
Plaintiff, ) Adv. Proc. No. 95 A 10624;
) Civil Case No. 96 C 0610
)
v. )
)
)
BONNIE SCHWARTZBAUM, )
)
Defendant. )
)
- ---------------------------------------- )
GUS A. PALOIAN, not individually, but )
solely as the Trustee of the Bankruptcy )
Estate of Leonard Chavin, )
)
Plaintiff, ) Adv. Proc. No. 96 A 00173;
) Civil Case No. 96 C 1331
)
)
v. )
)
)
MARLENE CHAVIN, )
)
Defendant. )
)
- ---------------------------------------- )
<PAGE> 2
GUS A. PALOIAN, not individually, but )
solely as the Trustee of the Bankruptcy )
Estate of Leonard Chavin, )
) Adv. Proc. No. 97 A 00166;
) Civil Case No. 97 C 1246
)
Plaintiff, )
)
v. )
)
) Hon. Susan Pierson Sonderby
) Hearing Date: October 29, 1997
) Hearing Time: 10:00 a.m.
)
SHARI VASS, )
)
Defendant. )
- ----------------------------------------
ORDER APPROVING TRUSTEE'S MOTION TO
COMPROMISE CONTROVERSIES AND SELL ASSETS
This matter having been presented to the Court upon the TRUSTEE'S MOTION
FOR AUTHORITY TO COMPROMISE CONTROVERSIES AND SELL ASSETS, (the "Motion") and
the Court having reviewed the pleadings filed in connection with the Motion and
having otherwise been advised in the premises concludes that (a) there has been
proper notice of the Motion and (b) good cause exists for the approval of the
Motion and the entry of this Order in that, among other things, the Compromise
described by the Motion is in the best interests of the Bankruptcy Estate and
is fair and equitable;
DOES HEREBY ORDER, DECREE AND ADJUDGE THAT:
1. The Motion is approved in all respects;
2. On behalf of the Bankruptcy Estate, the Trustee hereby is authorized
to settle (A) the Schwartzbaum Adversary (Case Nos. 95-A-10624 and
96-C-0610); (B) the Marlene Chavin Adversary (Case Nos. 96-A 00173
and 96-C-1331) and (C) the Vass Adversary (Case Nos. 97-A-166 and
97-C-1246) pursuant to the terms of the attached Settlement Agreement;
3. The Trustee hereby is authorized to execute and consummate the
attached Settlement Agreement and any and all the related notices and
agreements to effectuate the settlement.
4. The Trustee hereby is authorized to liquidate the 85,000 shares of
General Employment through sales by private trade or through the
Broker earlier retained in these proceedings under the same or better
brokerage terms without further order of the Court; and
<PAGE> 3
5. The Trustee hereby is authorized to take all actions
necessary and appropriate to implement the terms of this Order.
ENTERED:_____________ _____________________________
U.S. Bankruptcy Judge
ENTERED
OCT 29, 1997
SUSAN PIERSON SONDERBY
BANKRUPTY JUDGE
