|
Transaction
Valuation(1): $1,500,000
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Amount
of Filing Fee(2): $83.70
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|
(1)
|
Estimated
solely for the purpose of calculating the amount of the filing fee in
accordance with the Securities Exchange Act of 1934 based on the product
of (i) $0.60 (i.e., the tender offer price) and (ii) 2,500,000,
the maximum number of shares of common stock, no par value, of General
Employment Enterprises, Inc. subject to the tender
offer.
|
|
|
(2)
|
The
amount of the filing fee calculated in accordance with the Securities
Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of
value. The filing fee was calculated in accordance with Rule 0-11
under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for
Fiscal Year 2009, issued March 11,
2009.
|
|
Amount
previously paid:
|
$83.70
on the date of initial filing.
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|
|
Filing
Party:
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PSQ,
LLC
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|
|
Form
or registration no.:
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File
No. 005-40677
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|
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Date
Filed:
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April
13, 2009
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|
þ
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Third-party
tender offer subject to Rule 14d-1.
|
||
|
o
|
issuer
tender offer subject to Rule 13e-4.
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||
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o
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going-private
transaction subject to Rule 13e-3.
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||
|
o
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amendment
to Schedule 13D under
Rule 13d-2.
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|
Tender
offeror
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PSQ,
LLC, a Kentucky limited liability company
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|
Securities
subject to Offer to Purchase
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Common
Stock, no par value per share
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|
Offer
to Purchase Price
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$.60
per share, net to shareholders
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|
Number
of Shares Subject to Offer
|
2,500,000
shares
|
|
Aggregate
Maximum Offer Amount
|
$1,500,000
|
|
Duration
of the Offer to Purchase
|
This
Offer expires at 12:00AM, New York City time, on Tuesday, June 30, 2009,
unless extended.
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|
(a)
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Name and
Address. General Employment maintains its principal
executive office at One Tower Lane, Suite 2200, Oakbrook Terrace, Illinois
60181. The telephone number at that office is (630)
954-0400.
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|
(b)
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Securities. The
Company had 5,165,265 of shares of Common Stock, no par value, issued and
outstanding as of March 31, 2009.
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|
(c)
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Trading and Market
Price. The Common Stock is traded on the NYSE AMEX Stock
Exchange and the range of high and low sales prices, based on information
provided by published financial sources, for each quarter during the
previous two years is as follows:
|
|
High
|
Low
|
|||||||||
|
Q1
– 2009
|
.48 | .35 | ||||||||
|
Q4
– 2008
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.42 | .39 | ||||||||
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Q3
– 2008
|
.41 | .40 | ||||||||
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Q2
– 2008
|
.85 | .85 | ||||||||
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Q1
– 2008
|
1.38 | 1.32 | ||||||||
|
Q4
– 2007
|
1.66 | 1.63 | ||||||||
|
Q3
– 2007
|
1.76 | 1.76 | ||||||||
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Q2
– 2007
|
2.01 | 1.96 | ||||||||
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(a)
|
Name and
Address. PSQ maintains its principal office address at
9300 Hurstbourne Place, Suite 1025, Louisville, KY 40222 and its telephone
number is (502) 736-6200.
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|
(b)
|
Business and Background of
Tender Offeror. PSQ, a Kentucky limited liability
company, was formed by Stephen Pence as a special purpose vehicle for the
purpose of consummating the transactions contemplated by the Agreement
with General Employment. Mr. Ronald E. Heineman, of River Falls
Financial, Inc., a corporation also formed under the laws of Kentucky,
with a principal place of business at Hurstbourne Place, Suite 1205, 6300
Shelbyville Road, Louisville, KY 40222 and telephone number of (502)
736-6200, was instrumental to the negotiations that led to the Tender
Offer and will be appointed as Chief Executive Officer and President of
General Employment upon closing.
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|
(c)
|
Business
and Background of Natural Persons.
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|
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(a)(1) Tender Offer. The
Agreement provides for PSQ’s purchase of a maximum of 2,500,000 shares of
common stock, no par value, of General Employment at a purchase price of
$.60 per share, net to the holder in cash, without interest thereon, for a
maximum aggregate amount equal to $1,500,000, upon the terms and subject
to the conditions set forth in the Offer to
Purchase.
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|
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(a)(2) Mergers or Similar
Transactions. Not
Applicable.
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(a)
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Transactions, Significant
Corporate Events, Negotiations and Background. PSQ is a
newly formed limited liability company formed specifically to acquire
shares of General Employment common stock, including 7,700,000 shares of
newly issued shares of General Employment common stock (“New Issue
Shares”), which will result in PSQ controlling the voting class of
outstanding capital stock of General Employment. We are offering to
purchase up to, but no more than 2,500,000 shares of the outstanding
shares General Employment common stock of at a price of $.60 per share. As
of the date hereof, we do not own any shares of General Employment common
stock, but we have entered into a Securities Purchase and Tender Offer
Agreement with General Employment dated March 30, 2009 which provides that
we will purchase from General Employment 7,700,000 shares of General
Employment common stock, representing approximately 58% of the outstanding
shares of common stock (if no shares of common stock are tendered in the
Tender Offer) and approximately 76% of the outstanding shares of common
stock (if the maximum amount of shares of common stock for which the
Tender Offer is made ((2,500,000 shares of common stock)) are tendered),
for a price of $.25 per Share, for an aggregate purchase price of
$1,925,000. Based on the review of General Employment’s
business and market position, we have identified General Employment as a
strategic opportunity and a foundation for long-term
growth.
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(a)
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Purposes. PSQ
was formed as a special purpose vehicle to acquire a controlling interest
in General Employment and thereafter, through General Employment as its
operating subsidiary, to become a recognized leader in the providing of
professional staffing and related human resource outsourcing
services; with specialization on information technology, engineering, and
accounting professionals. Based on the review of General
Employment’s business and market position, PSQ has identified General
Employment as a strategic opportunity and a foundation for long-term
growth.
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(c)(1)
Any Extraordinary
Transaction, such as a Merger, Reorganization or Liquidation, involving
the Subject Company or any of its Subsidiaries. Not
Applicable.
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|
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(c)(2) Any Purchase, Sale or Transfer
of a Material Amount of Assets of the Subject Company or any of its
Subsidiaries. Not
Applicable.
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|
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(c)(3) Any Material Change in the
Present Dividend Rate or Policy, or Indebtedness or Capitalization of the
Subject Company. In conjunction with the Agreement, PSQ
will purchase (the “Share Purchase”) 7,700,000 newly issued shares of
common stock from the Company for a purchase price of $1,925,000, or $.025
per share, in a private placement transaction in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of
1933, as amended, and/or Rule 506 promulgated there under. If
consummated, PSQ will own a majority stake in General Employment,
consisting of between approximately 58% of the outstanding shares of
common stock (if no shares of common stock are tendered in the Tender
Offer) and approximately 76% of the outstanding shares of common stock if
the maximum amount of shares of common stock for which the Tender Offer is
made ((2,500,000 shares of common stock)) are
tendered.)
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|
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(c)(4) Any Change in the Present Board
or Directors or Management of the Company, Including, but not Limited to,
any Plans or Proposals to Change the Number or Term of Directors or to
Fill any Existing Vacancies on the Board or to Change any Material Term of
the Employment Contract of any Executive
Officer.
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|
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(c)(5)
Any Other Material Change
in the Subject Company’s Corporate Structure or Business, Including, if
the Subject Company is a Registered Closed-End Investment Company, any
Plans or Proposals to make any Changes in its Investment Policy for Which
a Vote Would be Required by Section 13 of the Investment Company Act of
1940 (15 U.S.C. 80a-13). Not
Applicable.
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|
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(c)(6)
Any Class of Securities
of the Subject Company to be Delisted from a National Securities Exchange
or Cease to be Authorized to be Quoted in an Automated Quotations System
Operated by a National Securities Association. Not
Applicable.
|
|
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(c)(7) Any Class of Equity Securities
of the Subject Company Becoming Eligible for Termination of Registration
Under Section 12(g)(4) of the Act (15 U.S.C. 78 l). Not
Applicable.
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|
(a)
|
Source of
Funds. PSQ will need approximately $1,750,000 to
purchase the maximum number of shares pursuant to the Tender Offer and to
pay related fees and expenses and an additional $1,925,000 to purchase the
7,700,000 of the newly issued shares to be acquired by PSQ pursuant to the
Agreement. Under the terms of the Agreement, on March 30, 2009, PSQ
deposited into escrow the sum of $1,925,000 to be held by the escrow agent
under the terms of an Escrow Agreement pending the closing. PSQ intends to
deploy its own proprietary cash under management for funding the purchase
of shares in the Tender Offer and for the purchase of the newly issued
shares, without the use of third party funding. PSQ is also required in
the Agreement to establish, to General Employment’s satisfaction, that it
has available the maximum aggregate Tender Offer purchase amount of
$1,500,000, no later than three business days prior to the closing of the
Tender Offer. PSQ has sufficient cash resources to pay related fees and
expenses of the Tender Offer.
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|
(b)
|
Conditions. The Tender
Offer has been approved by the member-manager of PSQ, and is not
contingent on receipt of financing by PSQ nor upon any condition regarding
any minimum number of shares being validly tendered in the Tender
Offer. The Tender Offer however is subject to certain closing
conditions, as set forth in the attached Offer to Purchase as Exhibit
(a)(1)(A), including receipt of approval from General Employment's
shareholders for the sale to PSQ of the New Issue
Shares.
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(d)
|
Borrowed Funds. Not
applicable.
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(a)
|
Securities
Ownership. Not
Applicable.
|
|
(a)
|
Solicitations
or Recommendations.
|
|
(a)
|
Agreements. Not
Applicable.
|
|
(b)
|
Other Material
Information. Not
Applicable.
|
|
Exhibit
No.
|
Description
|
|
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(a)(1)(A)
|
Offer
to Purchase, dated April 15, 2009, as amended.
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(a)(1)(B)
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Securities
Purchase and Tender Offer Agreement dated March 30,
2009.
|
|
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(a)(1)(C)
|
Letter
of Transmittal.
|
|
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(a)(1)(D)
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Notice
of Guaranteed Delivery.
|
|
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(a)(1)(E)
|
Letter
to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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|
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(a)(1)(G)
|
Press
Release, dated March 30, 2009, issued by General Employment (incorporated
herein by reference to Exhibit 99.1 of Form 8-K, filed by General
Employment on March 31, 2009).
|
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(a)(5)(A)
|
Amendment
to the By-Laws of General Employment, incorporated herein by reference to
Exhibit 3.1 of Form 8-K, filed by General Employment on March 31,
2009.
|
|
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(a)(5)(B)
|
Consulting
Agreement, dated March 30, 2009, by and among Herbert F. Imhoff, Jr.,
General Employment Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff, Jr.,
incorporated herein by reference to Exhibit 10.2 of Form 8-K, filed by
General Employment on March 31, 2009.
|
|
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(a)(5)(C)
|
Registration
Rights Agreement, dated as of March 30, 2009, by and among General
Employment Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff, Jr.,
incorporated herein by reference to Exhibit 10.3 of Form 8-K, filed by
General Employment on March 31,
2009.
|
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(a)(5)(D)
|
Employment
Agreement between General Employment Enterprises, Inc. and Herbert F.
Imhoff, Jr., as amended, incorporated herein by reference to Exhibit 10.4
of Form 8-K, filed by General Employment on March 31, 2009, Exhibit 10.10
to the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001, Exhibit 10.18 to the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2007, and Exhibit 10.01 to
the Company's Current Report on Form 8-K dated March 25,
2009.)
|
|
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(a)(5)(F)
|
Escrow
Agreement, dated March 30, 2009, by and among General Employment and PSQ,
LLC and Park Avenue Bank, as escrow agent, incorporated herein by
reference to Exhibit 10.1 of Form 8-K, file on March 31,
2009.
|
| PSQ, LLC | |||
|
Dated
this 15th
day of April, 2009.
|
By:
|
/s/ Stephen Pence | |
| Stephen Pence | |||
| Managing Member | |||