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):
[ ] 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:__________________________________________________
[ ] 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 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
GENERAL EMPLOYMENT ENTERPRISES, INC.:
You are cordially invited to attend the Annual Meeting of
Shareholders of General Employment Enterprises, Inc. which will
be held at The DuPage Club, 1901 S. Meyers Road, in Oakbrook
Terrace, Illinois 60181, on Monday, February 23, 1998, at 10:00
a.m., local time, for the following purposes:
1. To elect seven directors of the Company; and
2. 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,
1997 will be entitled to vote at the meeting.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
January 23, 1998
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.
Oakbrook Terrace Tower
One Tower Lane, Suite 2100
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 23, 1998, 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 23,
1998, at 10:00 a.m., local time, at The DuPage Club, 1901 S.
Meyers Road, in Oakbrook Terrace, Illinois 60181.
The only voting securities of the Company entitled to be voted
at the Annual Meeting are the shares of Common Stock, of which
there were 4,021,859 outstanding on December 29, 1997, 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. 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 shares of
Common Stock of the Company, represented in person or by proxy,
will constitute a quorum for purposes of the meeting.
Abstentions will be treated as shares of Common Stock 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; abstentions will have no effect
on the vote for the election of directors.
ELECTION OF DIRECTORS
Seven directors are to be elected at the Annual Meeting, to
serve until the 1999 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 71, has been Chairman of the Board since
1968 and was named Chief Executive Officer in February 1997. He
served as President from 1964 until 1997.
HOWARD S. WILCOX, age 77, 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 80, 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 48, was named President and Chief
Operating Officer in February 1997 and had previously been
Executive Vice President since 1986. Mr. Imhoff, Jr. has served
as the Company's general counsel since 1982, and has been a
member of the Board since 1986.
LEONARD CHAVIN*, age 66, 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 63, has been an attorney and real estate
developer for more than 10 years. Until December, 1997, he was
President and CEO of Jemm Wholesale Meat Co. Mr. Brottman was
elected to the Board in 1991.
DELAIN G. DANEHEY, age 63, was with the auditing 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 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.
Executive Committee
The Board of Directors has an Executive Committee consisting of
the Board of Directors as a whole, and meetings of the committee
may be called or requested by the chairman of the board, the
president, or a majority of the directors. The Executive
Committee is authorized to act upon all matters requiring Board
approval except the declaration of dividends, corporate
reorganization, and merger and acquisition decisions. As provided
in the By-Laws of the Company, a majority of the directors
constitutes a quorum for the purposes of transacting committee
business. No Executive Committee meetings were held in fiscal
1997.
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
1997.
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 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, the time or times
at which options shall be granted, and the terms of such options.
The Stock Option Committee met four times during fiscal 1997.
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 must 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 Company 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, 1997:
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership* of Class
Common Herbert F. Imhoff 1,161,193(1) 28.50
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
*The named individual has sole voting and dispositive power over
the shares listed.
(1) Includes 52,500 option shares exercisable by Mr. Imhoff
within 60 days of record date.
The following information is furnished as of December 29, 1997,
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 of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership* of Class
Common Herbert F. Imhoff 1,161,193(1) 28.50
Common Herbert F. Imhoff, Jr. 45,622(2) 01.12
Common Leonard Chavin 0 -
Common Sheldon Brottman 49,473(3) 01.22
Common Howard S. Wilcox 35,626(4) **
Common Walter T. Kerwin, Jr. 25,509(4) **
Common Delain G. Danehey 24,654(4) **
Common Kent M. Yauch 16,606(3) **
Common Marilyn L. White 7,837(3) **
Common Gregory Chrisos 0 -
All directors and executive 1,366,520(5) 32.13
officers as a group
(ten in number)
* Unless noted otherwise, the named individuals have sole voting
and dispositive power over the shares listed.
** Represents less than 1%.
(1) Includes 52,500 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 247 shares held in a custodial account for the
benefit of Mr. Imhoff, Jr.'s son and 37,500 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) Represents options to purchase shares exercisable within 60
days of record date.
(4) Includes options to purchase 22,500 shares exercisable within
60 days of record date.
(5) Includes 247 shares held in a custodial account for the
benefit of Mr. Imhoff, Jr.'s son and 231,416 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.
In connection with the 1998 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 the other four most highly-compensated executive officers.
Summary Compensation Table
Long-Term
Compensation
Awards -
Name and Annual Securities All Other
Principal Fiscal Compensation Underlying Compensa-
Position Year Salary($) Bonus($) Options (#)(1) tion($)(2)
Herbert F. Imhoff 1997 $302,500 $207,148 52,500 $2,000
Chairman and Chief 1996 275,000 360,638 0 1,875
Executive Officer 1995 225,061 195,349 0 1,875
Herbert F. Imhoff, Jr. 1997 $176,000 $120,522 37,500 $2,025
President and Chief 1996 160,000 209,826 0 2,182
Operating Officer 1995 127,250 110,451 0 1,983
Marilyn L. White(3) 1997 $ 90,000 $ 39,340 16,125 $2,064
Vice President 1996 60,000 75,129 19,837 875
Kent M. Yauch 1997 $100,000 $ 25,000 16,606 $1,563
Chief Financial 1996 88,000 25,000 9,918 1,288
Officer and 1995 80,300 15,000 0 1,129
Treasurer
Gregory Chrisos(4) 1997 $105,000 $ 17,527 24,750 $1,013
Vice President
Triad Personnel
Services
(1) Adjusted to reflect 3-for-2 stock split paid on October 31, 1997.
(2) Amounts represent the Company's contribution to the Company's
401(k) Incentive Savings Plan.
(3) Ms. White became an executive officer in August of 1996.
(4) Mr. Chrisos became an executive officer of the Company's
subsidiary in October of 1996.
Stock Option Grants
The following table shows all grants of stock options in fiscal
1997 under the 1995 and 1997 Stock Option Plans, to each of the
officers named in the Summary Compensation Table above. The
exercise price of all options was the fair market value on the
date of grant.
Option Grants in Last Fiscal Year
Individual Grants
Percent
Number of of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted(#)(1)(2) Fiscal Year ($/Sh)(1) Date
Herbert F. Imhoff 52,500 20.28 $7.08 2/23/2007
Herbert F. Imhoff, Jr. 37,500 14.49 7.08 2/23/2007
Marilyn L. White 8,625 3.33 7.47 9/30/2006
7,500 2.90 7.08 2/23/2007
Kent M. Yauch 8,625 3.33 7.47 9/30/2006
7,981 3.08 7.08 2/23/2007
Gregory Chrisos 17,250 6.66 7.47 9/30/2006
7,500 2.90 7.08 2/23/2007
(1) Adjusted to reflect 3-for-2 stock split paid on October 31, 1997.
(2) Options are immediately exercisable except those granted to
Ms. White and Mr. Chrisos which are exercisable two years after
date of grant.
Stock Option Exercises and Fiscal Year End Stock Option Values
The following table shows stock options exercised during fiscal
1997 by each of the officers named in the Summary Compensation
Table and the value of unexercised options held as of the end of
that year.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Options
Acquired FY-End (#)(1) at FY-End($)(2)
On Exer- Value Exer- Unexer- Exer- Unexer-
Name cise(#)(1) Realized cisable cisable cisable cisable
Herbert F. Imhoff 0 $ 0 52,500 0 $245,175 0
Herbert F.
Imhoff, Jr. 0 $ 0 37,500 0 $175,125 0
Marilyn L. White 0 $ 0 19,837 16,125 $154,332 $ 71,940
Kent M. Yauch 9,918 $65,971 16,606 0 $ 74,186 0
Gregory Chrisos 0 $ 0 0 24,750 $ 0 $108,855
(1) Number of shares adjusted to reflect 3-for-2 stock split paid
on October 31, 1997.
(2) Represents the spread between $11.75, the closing price of
the Company's Common Stock on the American Stock Exchange on
September 30, 1997 (adjusted for a 3-for-2 stock split) and the
option price per share 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 $2,000
per month. Compensation for non-employee Executive Committee
Members is $1,000 per meeting; however, no Executive Committee
Meetings were held in fiscal 1997. 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.
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.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
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 1997, 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 1999 Annual Meeting of Shareholders, shareholder
proposals must be received by the Company at its address
hereinabove, on or before September 1, 1998.
Independent Public Auditors
Ernst & Young LLP, independent certified public auditors, 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, 1998.
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
Investor Relations Department
General Employment Enterprises, Inc.
One Tower Lane, Suite 2100
Oakbrook Terrace, Illinois 60181
Other Business
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 PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO ADDITIONAL POSTAGE, IF MAILED IN THE
UNITED STATES.
Directions to the location of this year's Annual Meeting can be
obtained by contacting the Company's Investor Relations
Department at the above address or by calling (630) 954-0495.
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 23, 1998 and any adjournment
thereof. If a vote is not specified, said proxies will vote FOR
election of directors.
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. 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, date, 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. This proxy confers on 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 the nominees for directors.
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
