United States
Securities and Exchange Commission
Washington, DC 20549
Schedule 13D
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a)
and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
General Employment Enterprises, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
224051102
(CUSIP Number)
Michael K. Schroering
13425 Eastpoint Centre Drive, Suite 125
Louisville, KY 40223
502-253-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 11, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
1 | Names of Reporting Persons
Michael K. Schroering | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
Not applicable. See Item 3 below. | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6 | Citizenship or Place of Organization
The reporting person is a U.S. citizen. | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
199,334 | ||||
8 | Shared Voting Power
15,842,410 | |||||
9 | Sole Dispositive Power
199,334 | |||||
10 | Shared Dispositive Power
15,842,410 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,041,744 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13 | Percent of Class Represented by Amount in Row (11)
63.5%1 | |||||
14 | Type of Reporting Person (See Instructions)
IN |
1 | Based on 25,274,000 shares outstanding as of March 31, 2014 as stated in General Employment Enterprises, Inc.s Form 10-Q for the quarter ended March 31, 2014. |
1 | Names of Reporting Persons
LEED HR, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
Not applicable. See Item 3 below. | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6 | Citizenship or Place of Organization
The reporting person is a Kentucky limited liability company. | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
8 | Shared Voting Power
15,842,410 | |||||
9 | Sole Dispositive Power
| |||||
10 | Shared Dispositive Power
15,842,410 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,842,410 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13 | Percent of Class Represented by Amount in Row (11)
62.7%2 | |||||
14 | Type of Reporting Person (See Instructions)
OO |
Item 1. | Security and Issuer. |
This statement relates to the common stock, no par value (the Shares), of General Employment Enterprises, Inc. (GEE), an Illinois corporation, whose principal executive offices are located at 184 Shuman Blvd., Suite 420, Naperville, IL 60563.
Item 2. | Identity and Background. |
LEED HR, LLC (LEED) is a Kentucky limited liability company. LEEDs principal business is to hold shares of GEE. The address of LEEDs principal business and principal office is 13425 Eastpoint Centre Drive, Suite 125, Louisville, KY 40223. During the last five years, LEED has not been convicted in a criminal proceeding nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction required to be disclosed herein.
2 | Based on 25,274,000 shares outstanding as of March 31, 2014 as stated in General Employment Enterprises, Inc.s Form 10-Q for the quarter ended March 31, 2014. |
Michael K. Schroering is a U.S. citizen. His business address is 13425 Eastpoint Centre Drive, Suite 125, Louisville, KY 40223. Mr. Schroering is owner and President of The Schroering Company, a real estate services company located in Louisville, KY specializing in leasing, consulting and sales. The Schroering Companys address is 13425 Eastpoint Centre Drive, Suite 125, Louisville, KY 40223. During the last five years, Mr. Schroering has not been convicted in a criminal proceeding nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction required to be disclosed herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
No additional Shares have been purchased by Mr. Schroering or LEED since the most recent filing on Schedule 13D.
Item 4. | Purpose of Transaction. |
On June 11, 2014, Mr. Schroering sent notice to GEEs Secretary of his intent to nominate himself, Mark D. Thompson, Denise Vazquez Troutman, and Michael Boone as candidates for election to the Board of Directors of GEE at GEEs 2014 Annual Meeting of Shareholders. A copy of the notice is attached as Exhibit 1.
Item 5. | Interest in Securities of the Issuer. |
(a) Mr. Schroering beneficially owns 16,041,744 Shares, which constitutes approximately 63.5% of GEEs outstanding Shares, based on 25,274,000 Shares outstanding as of March 31, 2014 as stated in GEEs Form 10-Q for the quarter ended March 31, 2014. LEED beneficially owns 15,842,410 Shares, which constitutes approximately 62.7% of GEEs outstanding Shares, based on 25,274,000 Shares outstanding as of March 31, 2014 as stated in GEEs Form 10-Q for the quarter ended March 31, 2014.
(b) Mr. Schroering has sole voting power and sole dispositive power over 199,334 Shares. Mr. Schroering and LEED share voting and dispositive power over 15,842,410 Shares.
(c) Neither Mr. Schroering nor LEED had any transactions in the Shares within the past 60 days.
(d) To the knowledge of Mr. Schroering and LEED, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Mr. Schroering is the owner and manager of LEED HR, LLC. Except as disclosed in this Schedule 13D, neither Mr. Schroering nor LEED has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of GEE.
Item 7. | Material to Be Filed as Exhibits. |
Exhibit No. | Description | |
1. |
Notice of Intent to Nominate Directors at Companys 2014 Annual Meeting of Shareholders |
Signature
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: June 23, 2014 | /s/ Michael K. Schroering | |||||
LEED HR, LLC: | ||||||
/s/ Michael K. Schroering | ||||||
Michael K. Schroering | ||||||
Manager |
Exhibit 1
Michael K. Schroering
The Schroering Company, Inc.
13425 Eastpoint Centre Drive, Suite 125
Louisville, KY 40223
June 11, 2014
Via Facsimile (630-954-0447), Electronic Transmission (temp@genp.com), and Overnight Delivery
General Employment Enterprises, Inc.
184 Shuman Road, Suite 420
Naperville, IL 60563
Attn: Secretary
Re: | Notice of Intent to Nominate Directors at Companys 2014 Annual Meeting of Shareholders |
Michael K. Schroering (Schroering) hereby notifies General Employment Enterprises, Inc. (GEE) that, at the 2014 annual meeting of shareholders of GEE, Schroering intends to nominate for election as directors of GEE the following individuals (collectively, the Nominees):
Michael K. Schroering
Mark D. Thompson
Denise Vazquez Troutman
Michael Boone
Accompanying this notification are completed questionnaires, executed consents to serve, and biographical information for each of the Nominees other than Schroering, who is presently a director of GEE and, by this letter, consents to continue to serve as a director if so elected by the shareholders. GEE has in its possession all information regarding Schroering required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; further information regarding Schroering and his relationship with GEE is set forth in the annual report filed by GEE with the Securities and Exchange Commission for the fiscal year ended September 30, 2013.
Schroering is not aware of any business relationships, direct or indirect, between Mark D. Thompson, Denise Vazquez Troutman, or Michael Boone, on the one hand, and GEE, on the other hand, and believes that each of these individuals would qualify under NYSE rules as an independent director. There are no arrangements or understandings between Schroering and any of the other Nominees pursuant to which any of the other Nominees is being recommended by Schroering.
General Employment Enterprises, Inc.
Attn: Secretary
June 11, 2014
Page 2
Schroering currently owns directly approximately 199,334 shares of the common stock of GEE. Further, LEED HR, LLC, of which Schroering is the sole manager, owns directly approximately 15,824,410 shares of the common stock of GEE; Schroering is the beneficial owner of these shares. Schroering intends to continue through the date of the 2014 annual meeting of shareholders of GEE to own, directly or beneficially, the shares of GEE identified above.
Schroering supports the nomination of each of these individuals for election to Board of Directors of GEE at the 2014 annual meeting of the shareholders of GEE. Schroering intends to be present at the 2014 annual meeting of shareholders in person or by proxy to nominate the Nominees to serve as directors of GEE.
This letter and all materials accompanying this letter are submitted in a good faith effort to satisfy the requirements set forth in the By Laws of GEE for the nomination by a stockholder of individuals for election as directors at an annual meeting. Should this letter and/or any attachments hereto be deemed insufficient in relation to those requirements, please contact me at the above address so that such deficiency may be cured.
Very truly yours,
/s/ Michael K. Schroering
Michael K. Schroering
Enclosures
Cc: | Dennis Baker, Chairman of the Board of Directors |
(Via electronic transmission only at dwbaker_1@yahoo.com)
Faith Bergeson, Corporate Executive Secretary
(Via electronic transmission only at faith.bergeson@genp.com)
General Employment Enterprises, Inc.
Oakbrook Terrace Tower
One Tower Lane
Suite 2200
Oakbrook Terrace, IL 60181
Attn: Secretary
(Via overnight delivery only)