UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________________________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
_____________________________________________________________________
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Name of Subject Company)
_____________________________________________________________________
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Names of Person(s) Filing Statement)
_____________________________________________________________________
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
_____________________________________________________________________
369730106
(CUSIP Number of Class of Securities)
_____________________________________________________________________
HERBERT F. IMHOFF, JR.
Chairman of the Board of Directors, Chief Executive Officer and
President
GENERAL EMPLOYMENT ENTERPRISES, INC.
One Tower Lane
Suite 2200
Oakbrook Terrace, IL 60181
(630) 954-0400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing
Statement)
_____________________________________________________________________
With a copy to:
STEVE E. ISAACS, ESQ.
SCHIFF HARDIN LLP
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5500
_____________________________________________________________________
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
THE FOLLOWING IS A PRESS RELEASE ISSUED BY GENERAL EMPLOYMENT
ENTERPRISES, INC. ON APRIL 14, 2009 ANNOUNCING THAT THE TENDER OFFER
DOCUMENTS FILED BY PSQ, LLC CONTAIN INCORRECT INFORMATION.
[General Employment letterhead]
FOR IMMEDIATE RELEASE: April 14, 2009
---------------------
COMPANY: General Employment Enterprises, Inc.
CONTACT: Herbert F. Imhoff, Jr.
Chief Executive Officer and President
Phone: (630) 954-0495 Fax: (630) 954-0595
E-mail: invest@genp.com
INCORRECT INFORMATION IN TENDER OFFER DOCUMENTS FILED BY PSQ, LLC
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OAKBROOK TERRACE, IL As previously announced, General
Employment Enterprises, Inc. (NYSE Amex: JOB) entered into a
definitive securities purchase and tender offer agreement on March 30,
2009 under which PSQ, LLC agreed to acquire a controlling interest in
General Employment.
Under the terms of the agreement, PSQ agreed to (1) purchase from
General Employment 7,700,000 newly issued shares of Common Stock of
General Employment at a purchase price of $0.25 per share for a total
purchase price of $1,925,000, and (2) commence a cash tender offer to
purchase from General Employment's shareholders up to 2,500,000
outstanding shares of Common Stock at a purchase price of $0.60 per
share.
PSQ filed its tender offer statement and related tender offer
documents with the Securities and Exchange Commission ("SEC") on April
13, 2009. The documents filed by PSQ, however, contain certain
incorrect information, including with respect to the tender offer, the
terms of the securities purchase and tender offer agreement, and
General Employment. Such incorrect information includes, for example,
incorrect statements regarding: the expiration date for the tender
offer and the circumstances under which PSQ will be required to extend
the expiration date for the tender offer; the intentions of General
Employment's affiliates with respect to tendering in the tender offer
(General Employment's directors and executive officers have informed
General Employment that they will not tender any of their shares in
the tender offer, and to General Employment's knowledge, none of its
other affiliates or subsidiaries intends to tender any shares held by
them in the tender offer); the conditions relating to PSQ's
obligations to consummate the tender offer, and PSQ's ability to amend
such conditions and other terms of the tender offer; PSQ's right to
designate certain persons to be appointed to General Employment's
board of directors if the tender offer is consummated; and certain
statements purported to be made by or with respect to General
Employment. The foregoing list is for illustrative purposes only, and
is not intended to be a complete list of the incorrect information
contained in PSQ's tender offer documents.
PSQ's tender offer documents were filed without review by or
input from General Employment. PSQ has assured General Employment
that PSQ will be filing supplements and/or amendments to its filed
tender offer documents as soon as possible to correct the incorrect
information in the documents. General Employment intends to file its
Schedule 14D-9 solicitation/recommendation statement with the SEC
promptly after PSQ files such supplements and/or amendments.
Shareholders and investors are urged not to review or rely on any
of the information contained in PSQ's currently filed tender offer
documents. Instead, shareholders and investors should wait until
supplements or amendments are filed that correct the incorrect
information contained in PSQ's tender offer documents, and should then
carefully review those documents.
As previously disclosed, the tender offer, share purchase and
related transactions contemplated by the securities purchase and
tender offer agreement are subject to certain customary closing
conditions, including receipt of approval from General Employment's
shareholders in favor of the share purchase.
ABOUT GENERAL EMPLOYMENT
General Employment provides professional staffing services
through a network of 16 branch offices located in nine states, and
specializes in information technology, accounting and engineering
placements.
ADDITIONAL INFORMATION ABOUT THE TENDER OFFER AND SHARE PURCHASE AND
WHERE TO FIND IT
This press release is being made in connection with the proposed
share purchase from General Employment by PSQ and the proposed tender
offer for shares of General Employment to be made by PSQ. This press
release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of General Employment Common
Stock is being made pursuant to an offer to purchase on Schedule TO
and related materials that PSQ has filed with the SEC, which documents
PSQ has informed us it intends to supplement or amend promptly to
correct incorrect information contained therein. Thereafter, General
Employment will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9 and a related information statement, as
well as a proxy statement relating to shareholder approval of the
proposed share purchase. Shareholders and investors are urged to
disregard the initial tender offer documents filed by PSQ and instead
read the supplemented and amended materials that PSQ intends to file,
as well as subsequent documents and filings, carefully and in their
entirety if and when they become available because they will contain
important information about the tender offer and/or the proposed share
purchase.
When the offer to purchase (including supplements and amendments
thereto), solicitation/recommendation statement, proxy statement
and/or information statement become available, they will be mailed to
General Employment shareholders who are entitled to receive such
documents. In addition, the tender offer statement and related offer
to purchase (including supplements and amendments thereto),
solicitation/recommendation statement, proxy statement and/or
information statement as well as other filings containing information
about General Employment, the tender offer and the share purchase, if
and when filed with the SEC, will be available free of charge at the
SEC's Internet Web site,www.sec.gov. In addition, investors and
shareholders may obtain free copies of the solicitation/recommendation
statement, proxy statement and/or information statement as well as
other filings containing information about General Employment, the
tender offer and the share purchase that are filed with the SEC by
General Employment, if and when available, by contacting Kent Yauch,
Chief Financial Officer, at (630) 954-0495.
General Employment and its directors and officers and other
members of management and employees may be deemed to be participants
in the solicitation of proxies with respect to the proxy statement
that will be used in connection with the share purchase. Information
regarding General Employment's directors and executive officers is
detailed in its proxy statements and annual reports on Form 10-KSB
previously filed with the SEC, and will be included in the proxy
statement relating to the share purchase, when it is filed.
FORWARD-LOOKING STATEMENTS
The statements made in this press release which are not
historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
include statements regarding the commencement of, and the acquisition
of shares pursuant to, the tender offer, the consummation of the share
purchase, the filing of documents and information with the SEC, other
future or anticipated matters regarding the transactions discussed in
this release and the timing of such matters. Such forward-looking
statements often contain or are prefaced by words such as "will" and
"expect." As a result of a number of factors, our actual results could
differ materially from those set forth in the forward-looking
statements. Certain factors that might cause our actual results to
differ materially from those in the forward-looking statements
include, without limitation: (1) the risk that the conditions to the
closing of the tender offer or the share purchase set forth in the
securities purchase and tender offer agreement will not be satisfied,
(2) changes in General Employment's business during the period between
the date of this press release and the closing, (3) obtaining
regulatory approvals (if required) for the transaction, (4) the risk
that the transactions will not be consummated on the terms or timeline
first announced, and (5) those factors set forth under the heading
"Forward-Looking Statements" in our annual report on Form 10-KSB for
the fiscal year ended September 30, 2008, and in our other filings
with the SEC. General Employment is under no obligation to (and
expressly disclaims any such obligation to) and does not intend to
update or alter its forward-looking statements whether as a result of
new information, future events or otherwise.