0001193125-14-245548.txt : 20140626 0001193125-14-245548.hdr.sgml : 20140626 20140623165554 ACCESSION NUMBER: 0001193125-14-245548 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140623 DATE AS OF CHANGE: 20140623 GROUP MEMBERS: MICHAEL K. SCHROERING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL EMPLOYMENT ENTERPRISES INC CENTRAL INDEX KEY: 0000040570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 366097429 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40677 FILM NUMBER: 14935621 BUSINESS ADDRESS: STREET 1: ONE TOWER LANE STREET 2: SUITE 2200 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 630-954-0400 MAIL ADDRESS: STREET 1: ONE TOWER LANE STREET 2: SUITE 2200 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: OSHEA CHARLES M CORP DATE OF NAME CHANGE: 19670413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEED HR, LLC CENTRAL INDEX KEY: 0001557470 IRS NUMBER: 455635084 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2650 EASTPOINT PARKWAY STREET 2: SUITE 280 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5022534000 MAIL ADDRESS: STREET 1: 2650 EASTPOINT PARKWAY STREET 2: SUITE 280 CITY: LOUISVILLE STATE: KY ZIP: 40223 SC 13D/A 1 d748784dsc13da.htm SC 13D/A SC 13D/A

 

 

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. LEED’s principal business is to hold shares of GEE. The address of LEED’s 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 Company’s 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 GEE’s 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 GEE’s 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 GEE’s outstanding Shares, based on 25,274,000 Shares outstanding as of March 31, 2014 as stated in GEE’s Form 10-Q for the quarter ended March 31, 2014. LEED beneficially owns 15,842,410 Shares, which constitutes approximately 62.7% of GEE’s outstanding Shares, based on 25,274,000 Shares outstanding as of March 31, 2014 as stated in GEE’s 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 Company’s 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
EX-99.(1) 2 d748784dex991.htm EX-99.(1) EX-99.(1)

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 Company’s 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)