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 under Rule 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):
[ ] No fee required
[ ] 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):
____________________________________________________________
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[ ] Fee paid previously with preliminary materials.
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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
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(1) Amount Previously Paid:____________________________________
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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 28, 2000, at 10:00
a.m., local time, for the following purposes:
1. To elect five directors of the Company;
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 31,
1999 will be entitled to vote at the meeting.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
January 25, 2000
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 25, 2000, 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 28,
2000, 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 5,086,656 outstanding on December 31, 1999, 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 (five) 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 before 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 on the proxy card, the shares will be
voted for election of the five nominees for director listed in
this proxy statement. Proxies given may be revoked at any time
before 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. The five nominees for director receiving
the highest number of votes cast will be elected directors of the
Company; abstentions will have no effect on the vote for the
election of directors.
ELECTION OF DIRECTORS
The Company's Board of Directors was previously comprised of
six directors. Effective November 3, 1999, Leonard Chavin
resigned as a director of the Company. At such time, the number
of directors constituting the entire Board of Directors was
reduced to five. Therefore, five directors are to be elected at
the Annual Meeting, to serve until the 2001 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:
Name and Age Primary Occupation and Other Information
HERBERT F. IMHOFF (73) Chairman of the Board of the Company
since 1968; Director of the Company
since 1967; named Chief Executive
Officer in February 1997; served as
President from 1964 until 1997. Mr.
Imhoff is the father of Herbert F.
Imhoff, Jr.
WALTER T.
KERWIN, JR. (82) Director of the Company since 1984;
former Vice Chief of Staff of the U.S.
Army; served as a consultant to the
Army, the Department of Defense and
private industry since 1978.
HERBERT F.
IMHOFF, JR. (50) Director of the Company since
1986; named President and Chief
Operating Officer in February 1997 and
had previously been Executive Vice
President since 1986; has served as
the Company's general counsel since
1982. Mr. Imhoff, Jr. is the son of
Herbert F. Imhoff.
SHELDON BROTTMAN (65) Director of the Company since 1991; is
an attorney, and for more than 10
years, has operated a real estate
management and development business.
Until December 1997, he was President
and CEO of Jemm Wholesale Meat Co.,
Chicago, IL.
DELAIN G. DANEHEY (65) Director of the Company since 1995;
formerly with the auditing firm of
Ernst & Young LLP for 31 years, and
was a partner when he retired from the
firm in 1991.
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.
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 meetings during the last fiscal year. No
director of the Company attended fewer than 75% of the total
meetings of the Board and Committee meetings on which such Board
members served during this period.
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
1999.
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
1999.
Stock Option Committee
The Board has a Stock Option Committee which is comprised of
all non-employee Directors. During fiscal 1999 this committee
was comprised of Sheldon Brottman, Delain G. Danehey, Walter T.
Kerwin, Jr. and Leonard Chavin. 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 twice during fiscal
1999.
The Board of Directors does not have a standing Nominating
Committee or Compensation 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 before 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
31, 1999:
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership* of Class
Common Herbert F. Imhoff 1,479,038(1) 28.47
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
*The named individual has sole voting and dispositive power over
the shares listed.
(1) Includes 108,387 option shares exercisable by Mr. Imhoff
within 60 days of record date.
The following information is furnished as of December 31, 1999,
to indicate beneficial ownership by each director and each "named
executive officer," as defined below, 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 1,479,038(1) 28.47
Common Herbert F. Imhoff, Jr. 118,749(2) 2.29
Common Walter T. Kerwin, Jr. 43,767(3) **
Common Sheldon Brottman 76,082(4) 1.47
Common Delain G. Danehey 42,687(3) **
Common Gregory Chrisos 32,308(5) **
Common Marilyn L. White 30,310(6) **
Common Kent M. Yauch 32,447(6) **
All directors and executive 1,898,859(7) 34.04
officers as a group (nine in number)
* Unless noted otherwise, the named individuals have sole voting
and dispositive power over the shares listed.
** Represents less than 1%.
(1) Includes 108,387 option shares exercisable by Mr. Imhoff
within 60 days of record date.
(2) Includes 3,461 shares held in a custodial account for the
benefit of Mr. Imhoff, Jr.'s son and 100,912 option shares
exercisable by Mr. Imhoff, Jr. within 60 days of record date.
(3) Includes options to purchase 39,962 shares exercisable within
60 days of record date.
(4) Includes 74,082 option shares exercisable within 60 days of
record date.
(5) Includes 31,308 option shares exercisable within 60 days of
record date.
(6) Represents options to purchase shares exercisable within 60
days of record date.
(7) Includes 3,461 shares held in a custodial account for the
benefit of Mr. Imhoff, Jr.'s son and 492,106 option shares
exercisable by members of the group within 60 days of record
date.
EXECUTIVE OFFICERS OF THE COMPANY
All executive officers are elected annually by the Board of
Directors at the first meeting of the Board held following each
annual meeting of shareholders, and hold office until their
successors are elected and qualified. The current executive
officers of the Company are as follows:
Name and Age Position and Other Information
HERBERT F. IMHOFF (73) Chairman of the Board and Chief
Executive Officer. Mr. Imhoff is the
father of Herbert F. Imhoff, Jr.
HERBERT F.
IMHOFF, JR. (50) President and Chief Operating
Officer. Mr. Imhoff, Jr. is the son
of Herbert F. Imhoff.
MARILYN L. WHITE (49) Vice President. Elected Vice
President in 1996; she is responsible
for the Company's western division;
before that, she served in numerous
management capacities, including
General Manager of the Company's
placement services division.
GREGORY CHRISOS (43) Vice President. Elected Vice
President of the Company in November,
1999; he is responsible for the
Company's eastern division, and has
been Vice President of Triad, the
Company's contract services
subsidiary, since 1996; before that he
served as branch manager of the
Company's Woburn, MA office since
1990.
KENT M. YAUCH (53) Treasurer of the Company since
1991; he was also named Chief
Financial Officer in 1996.
NANCY C. FROHNMAIER (55) Vice President since 1995 and
Corporate Secretary since 1985.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
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.
These individuals are sometimes herein referred to as the "named
executive officers."
Summary Compensation Table
Long-Term
Compensation
Awards -
Name and Annual Securities All Other
Principal Fiscal Compensation Underlying Compen-
Position Year Salary Bonus Options (1) sation (2)
Herbert F. Imhoff 1999 $404,800 $ 40,480 23,000 $ 0
Chairman and Chief 1998 368,000 162,432 18,975 0
Executive Officer 1997 302,500 207,148 66,412 2,000
Herbert F. Imhoff, Jr. 1999 $248,600 $ 24,860 34,500 $2,400
President and Chief 1998 226,000 87,463 18,975 2,400
Operating Officer 1997 176,000 120,522 47,437 2,025
Marilyn L. White 1999 $150,000 $ 36,526 11,500 $2,625
Vice President 1998 130,000 27,083 9,487 2,400
1997 90,000 39,340 20,397 2,064
Gregory Chrisos 1999 $150,000 $ 68,956 11,500 $2,624
Vice President 1998 130,000 26,496 9,487 2,400
1997 105,000 17,527 31,308 1,013
Kent M. Yauch 1999 $130,000 $ 10,000 5,750 $2,325
Chief Financial 1998 115,000 25,000 5,692 2,156
Officer and Treasurer 1997 100,000 25,000 21,005 1,563
(1) Adjusted in accordance with the anti-dilution provisions of
the Company's stock option plans, to reflect a 15% stock dividend
paid on October 29, 1999.
(2) Amounts represent the Company's contribution to the Company's
401(k) Incentive Savings Plan.
Stock Option Grants
The following table shows all grants of stock options in fiscal
1999 under the 1997 and 1999 Stock Option Plans, to each named
executive officer. 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 Exercise
Securities Options or Base Grant
Underlying Granted to Price Date
Options Employees (Per Present
Granted in Fiscal Share) Expiration Value
Name (1) (2) Year (1) Date (3)
Herbert F. Imhoff 23,000 14.81% $4.35 9/26/2009 $40,600
Herbert F. Imhoff, Jr. 34,500 22.22 4.35 9/26/2009 60,900
Marilyn L. White 11,550 7.41 4.35 9/26/2009 20,388
Gregory Chrisos 11,550 7.41 4.35 9/26/2009 20,388
Kent M. Yauch 5,750 3.70 4.35 9/26/2009 10,150
(1) Adjusted in accordance with the anti-dilution provisions of
the Company's stock option plans, to reflect a 15% stock dividend
paid on October 29, 1999.
(2) Options are immediately exercisable except those granted to
Ms. White and Mr. Chrisos which are exercisable two years after
date of grant.
(3) Present value calculations are based on the Black-Scholes
option pricing model. The assumptions used for this calculation
are an expected option life of 3 years, stock price volatility of
57%, a risk-free interest rate of 5.3% and a dividend yield of
1.0%.
Stock Option Exercises and Fiscal Year-End Stock Option Values
The following table shows information with respect to each
named executive officer concerning the value of unexercised
options held as of the end of fiscal 1999. No options were
exercised by the officers during fiscal 1999.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options at F/Y End (1) Options at F/Y End (2)
Exer- Unexer- Exer- Unexer-
Name cisable cisable cisable cisable
Herbert F. Imhoff 108,387 0 $ 0 $ 0
Herbert F. Imhoff, Jr. 100,912 0 $ 0 $ 0
Marilyn L. White 30,310 20,987 $ 6,642 $ 0
Gregory Chrisos 31,308 20,987 $ 0 $ 0
Kent M. Yauch 32,447 0 $ 0 $ 0
(1) Number of shares adjusted in accordance with the anti-
dilution provisions of the Company's stock option plans, to
reflect a 15% stock dividend paid on October 29, 1999.
(2) Represents the spread between $3.81, the closing price of the
Company's Common Stock on the American Stock Exchange on
September 30, 1999 (adjusted for a 15% stock dividend), 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. In addition, during the fiscal year, each non-
employee director was granted options to purchase 11,500 shares
of the Company's stock (adjusted for the 15% stock dividend paid
October 29, 1999). The exercise price of these options was the
fair market value on the dates of grant. Compensation for non-
employee Executive Committee members is $1,000 per meeting;
however, no Executive Committee meetings were held in fiscal
1999. 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
before 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 before the
election, if such candidates constitute a majority of those
elected in that particular election.
REPORT ON EXECUTIVE COMPENSATION
Although the Company's Board of Directors does not have a
formal Compensation Committee, its non-employee Board members
review the Chief Executive's and Chief Operating Officer's base
compensation and executive performance bonus plan annually.
These Board members propose compensation adjustments and a new
bonus plan for the following year for consideration and full
Board approval. The Company's Chief Executive Officer and Chief
Operating Officer abstain from voting on executive compensation
and bonus plan issues.
It is believed that in 1999 the executive officers of the
Company were compensated at levels comparable to their peers in
other service and staffing businesses of similar size. No
quantifying surveys or measurable statistics were utilized in
determining executive compensation.
Compensation of the executive officers has three primary
components: base salary, incentive compensation and stock option
awards.
Incentive Compensation
Under the 1999 Executive Bonus plan payable to the Chief
Executive Officer and to the President and Chief Operating
Officer, certain performance levels and profit goals for the
Company were established. Under the established bonus formula
for 1999, no bonuses were earned by either executive. However,
in recognition of an exceptionally strong corporate profit
performance for fiscal 1999, the non-employee members of the
Board of Directors approved payment of a discretionary year-end
bonus to the Chief Executive Officer and to the President and
Chief Operating Officer, equal to 10% of the respective base
salaries for these two officers for Fiscal 1999.
Stock Option Awards
The stock options granted by the Stock Option Committee have an
exercise price equal to the fair market value of the Company's
stock on the date of grant, and thus reward the recipient only if
the Company's stock price appreciates above the price on the date
of grant.
In 1999, the Stock Option Committee granted a total of 155,250
options to 19 employees, including the executive officers of the
Company. These grants ranged from 1,150 option shares to 34,500
option shares.
Compensation of the Chairman of the Board and Chief Executive Officer
During the Company's 1999 fiscal year, Herbert F. Imhoff,
Chairman of the Board and Chief Executive Officer, received an
increase in base salary from $368,000 to $404,800, and was
provided with a bonus plan contingent upon the Company achieving
specific pretax earning levels. While the pretax earnings level
for 1999 was not achieved, in recognition of his contributions in
achieving the second best net profitability in the Company's
history, the non-employee Board members voted to reward the
Company's Chief Executive Officer with a discretionary bonus
equal to 10% of his base salary, or $40,480. In determining the
1999 increase in base salary compensation for the Chief Executive
Officer, the Board's non-employee directors considered (a)
annualized base pay and bonus awards for chief executive officers
of comparable companies and (b) the Company's five-year
compounded annual growth rate in revenues and profitability.
This report on Executive Compensation is submitted by the non-
employee Directors of the Company:
Sheldon Brottman
Delain G. Danehey
Walter T. Kerwin, Jr.
PERFORMANCE GRAPH
The following graph compares the cumulative total return of the
Company's common stock with that of a Peer Group Index and the
Russell 2000. The graph assumes an investment of $100 on
September 30, 1994 and that all dividends were reinvested.
The Peer Group Index consists of other publicly traded staffing
service companies including: Alternative Resources Corporation,
Acsys, Inc., Comforce Corporation, Headway Corporate Resources,
Inc., Renaissance Worldwide, Inc., Romac International, Inc., SOS
Staffing Services, Inc. and StaffMark, Inc.
SOS Staffing began trading its shares in June 1995 and in
August 1995, Romac International's shares started trading.
Shares of Renaissance Worldwide began trading in June 1996,
StaffMark began trading in November 1996 and Acsys shares started
trading in February 1998.
Total Return to Stockholders
(Assumes $100 Investment on 9/30/94)
(PERFORMANCE GRAPH APPEARS HERE)
Total Return Analysis
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
General Employment $100.00 $162.05 $315.60 $516.11 $285.19 $236.96
Peer Group $100.00 $161.55 $219.86 $268.47 $234.72 $ 82.96
Russell 2000 $100.00 $121.19 $134.91 $175.26 $144.08 $162.85
OTHER MATTERS
Proposals of Shareholders
In order to be considered for inclusion in the Proxy Statement
for the 2001 Annual Meeting of Shareholders, any shareholder
proposal to take action at that meeting must be received by the
Company at its address hereinabove, on or before September 26,
2000. Any such proposal will be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of
1934.
In addition, any shareholder wishing to bring business before
an annual meeting must comply with certain provisions in the
Company's By-Laws. The Company's By-Laws establish an advance
notice procedure with regard to certain matters to be brought
before an annual meeting of shareholders of the Company other
than by or at the direction of the Board of Directors of the
Company. Such notice generally must be delivered to or mailed to
and received by the Secretary at the principal executive offices
of the Company not less than 30 days nor more than 60 days before
the meeting. The shareholder must also comply with certain other
provisions set forth in the Company's By-Laws relating to the
bringing of business before an annual meeting. For a copy of the
Company's By-Laws, which includes the provisions relating to the
bringing of business before an annual meeting, an interested
shareholder should contact the Secretary of the Company at One
Tower Lane, Suite 2100, Oakbrook Terrace, Illinois 60181.
Independent Auditors
Ernst & Young LLP, independent auditors, have been auditors 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, 2000.
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-K
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-
K 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.
Oakbrook Terrace Tower
One Tower Lane, Suite 2100
Oakbrook Terrace, Illinois 60181
or e-mail to [email protected]
Other Business
At the date of this Proxy Statement, the Board of Directors is
not aware 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 addresses or by calling (630) 954-0495.
By Order of the Board
of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
APPENDIX
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 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 28, 2000 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, D. G. Danehey, H. F. Imhoff, H. F. Imhoff, Jr.,
W. T. Kerwin, Jr.
For, except vote withheld
FOR ___ WITHHOLD ___ 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'
recommendation.
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. 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 election of 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)
DATED:_______________________, 2000
(PLEASE INSERT DATE)
