-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lab2bU4FY13tlNUSvtHCx9dHgRyB4HOEZ3u+KfHzAy/6LEWzZksxTHR2LZom5Xb8 dhgr+a8G1MoH1Bvn6d2gXQ== 0000895813-97-000106.txt : 19970415 0000895813-97-000106.hdr.sgml : 19970415 ACCESSION NUMBER: 0000895813-97-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970414 SROS: NONE 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: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40677 FILM NUMBER: 97579753 BUSINESS ADDRESS: STREET 1: ONE TOWER LANE - STE 2100 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7089540400 MAIL ADDRESS: STREET 2: ONE TOWER LANE SUITE 2100 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: IMHOFF HERBERT F CENTRAL INDEX KEY: 0001037656 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GENERAL EMPLOYMENT ENTERPRISES INC STREET 2: OAKBROOK TERRACE TOWER SUITE 2100 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 GENERAL EMPLOYMENT ENTERPRISES, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 369730-10-6 (CUSIP number) Herbert F. Imhoff General Employment Enterprises, Inc. One Tower Lane Suite 2100 Oakbrook Terrace, Illinois 60181-4600 (630) 954-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) Page 1 of 6 Pages 2 of 22 CUSIP No. 369730-10-6 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Herbert F. Imhoff S.S. No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 739,124 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 739,124 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27.9% 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.9% 14 TYPE OF REPORTING PERSON IN 3 of 22 Page 3 of 6 Pages This Amendment No. 3 to the Statement on Schedule 13D is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Except as amended herein, the Schedule 13D, as amended, previously filed remains unchanged. This Amendment No. 3 is the first electronic amendment to a paper format Schedule 13D. Accordingly, pursuant to Rule 101(a)(2)(ii) of Regulation S-T, Mr. Imhoff's original Statement on Schedule 13D and Amendments No. 1 and 2 thereto are also filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, to Amendment No. 3 in order to restate the entire text of such previously filed paper Schedule 13D and Amendments. Item 1. Security and Issuer. ------------------- This Amendment No. 3 amends the Statement on Schedule 13D and Amendments No. 1 and 2 thereto relating to the common stock, no par value (the "Shares"), of General Employment Enterprises, Inc., an Illinois corporation (the "Company") previously filed by Herbert F. Imhoff. Item 2. Source and Amount of Funds or Other Consideration. ------------------------------------------------- As disclosed in his original Schedule 13D filing, Mr. Imhoff obtained an unsecured loan in the amount of $201,500 from a bank in the ordinary course of business in connection with the Shares he acquired on July 14, 1990. As disclosed in Amendment No. 2 to the Statement on Schedule 13D, as of January 8, 1991, the outstanding 4 of 22 Page 4 of 6 Pages balance of the loans was secured by 168,753 Shares owned by Mr. Imhoff. As of August 14, 1996, the outstanding balance of the loan was repaid in full and none of the Shares owned by Mr. Imhoff were pledged. Item 3. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, Mr. Imhoff owned 739,124 Shares, representing approximately 27.9% of the 2,651,796 Shares outstanding as of December 31, 1996 (based upon the number of Shares reported outstanding in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996). (b) Mr. Imhoff has the sole power to vote and to dispose of the 739,124 Shares reflected herein. (c) Since the filing of Amendment No. 2 to the Statement on Schedule 13D, the following transactions have been effected by Mr. Imhoff: 5 of 22 Page 5 of 6 Pages Type of Number of Price per Transaction Date Shares Share Purchase 9/13/93 88 $ 2.5625 Stock dividend 11/14/94 76,812 N/A Gift 12/29/94 6,000 N/A Stock dividend 11/3/95 87,433 N/A Option exercise 5/2/96 39,675 1.70 Sale 5/3/96 13,750 11.70 Sale 5/6/96 25,925 12.65 Sale 5/13/96 25,000 16.00 Stock dividend 11/1/96 96,798 N/A Gift 12/31/96 3,000 N/A (d)-(e) Not applicable. Item 7. Material to be filed as Exhibits. --------------------------------- 99. Statement on Schedule 13D filed by Herbert F. Imhoff dated July 14, 1990. 99.1 Amendment No. 1 to the Statement on Schedule 13D filed by Herbert F. Imhoff dated November 30, 1990. 99.2 Amendment No. 2 to the Statement on Schedule 13D filed by Herbert F. Imhoff dated January 8, 1991. 6 of 22 Page 6 of 6 Pages 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. Date: April 1, 1997 By: /s/ HERBERT F. IMHOFF -------------------------- Herbert F. Imhoff 7 of 22 EX-99 2 EXHIBIT 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D (Amendment No. _____) Under the Securities Exchange Act of 1934 GENERAL EMPLOYMENT ENTERPRISES, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 369730-10-6 (CUSIP number) Herbert F. Imhoff General Employment Enterprises, Inc. One Tower Lane Suite 2100 Oakbrook Terrace, Illinois 60181-4600 (630) 954-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 1990 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [x]. (Continued on following pages) Page 1 of 6 Pages 8 of 22 CUSIP No. 369730-10-6 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Herbert F. Imhoff S.S. No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 488,909 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 488,909 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30.7% 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.7% 14 TYPE OF REPORTING PERSON IN 9 of 22 Page 3 of 6 Pages Item 1. Security and Issuer. ------------------- This statement relates to the common stock, no par value (the "Shares"), of General Employment Enterprises, Inc., an Illinois corporation (the "Company"). The principal executive offices of the Company are located at One Tower Lane, Oakbrook Terrace, Illinois 60181. Item 2. Identity and Background. ----------------------- This statement is being filed by Herbert F. Imhoff, Chairman of the Board and President of the Company. Mr. Imhoff's business address is One Tower Lane, Oakbrook Terrace, Illinois 60181. Mr. Imhoff is a United States citizen. During the past five years, Mr. Imhoff (1) has not been convicted in any criminal proceedings and (2) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Mr. Imhoff purchased a total of 50,475 Shares (the "Acquired Shares") in a private transaction for an aggregate purchase price of $201,900. Mr. Imhoff borrowed the funds utilized to effect the acquisition from a bank in the ordinary course of business. 10 of 22 Page 4 of 6 Pages Item 4. Purpose of Transaction. ---------------------- Mr. Imhoff purchased the Acquired Shares as an investment in the Company. Mr. Imhoff has no plans or proposals which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, Mr. Imhoff owned 488,909 Shares, representing approximately 30.7% of the 1,591,681 Shares outstanding as of March 31, 1990 (based upon the number of Shares reported outstanding in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1990). Mr. Imhoff disclaims beneficial ownership of the 2,423 Shares owned by his wife. (b) Mr. Imhoff has the sole power to vote and to dispose of the 488,909 Shares reflected herein. (c) In the last 60 days, Mr. Imhoff purchased Shares as follows: 50,475 Shares on July 14, 1990 at $4.00 per share in a private transaction. (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------- Not applicable. 11 of 22 Page 5 of 6 Pages Item 7. Material to be Filed as Exhibits. -------------------------------- Not applicable. 12 of 22 Page 6 of 6 Pages 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. Date: July 24, 1990. By: /s/ HERBERT F. IMHOFF ------------------------------ Herbert F. Imhoff 13 of 22 EX-99 3 EXHIBIT 99.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 GENERAL EMPLOYMENT ENTERPRISES, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 369730-10-6 (CUSIP number) Herbert F. Imhoff General Employment Enterprises, Inc. One Tower Lane Suite 2100 Oakbrook Terrace, Illinois 60181-4600 (630) 954-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 1990 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) Page 1 of 5 Pages 14 of 22 CUSIP No. 369730-10-6 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Herbert F. Imhoff S.S. No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 511,993 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 511,993 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32.2% 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 14 TYPE OF REPORTING PERSON IN 15 of 22 Page 3 of 5 Pages This Amendment No. 1 to the Statement on Schedule 13D is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Except as amended herein, the Schedule 13D previously filed remains unchanged. Item 1. Security and Issuer. ------------------- This Amendment No. 1 amends the Statement on Schedule 13D relating to the common stock, no par value (the "Shares"), of General Employment Enterprises, Inc., an Illinois corporation (the "Company") previously filed by Herbert F. Imhoff. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The funds ($78,250) utilized to acquire the Shares described under Item 5(c) hereof were borrowed by Mr. Imhoff from a bank in the ordinary course of business. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, Mr. Imhoff owned 511,993 Shares, representing approximately 32.2% of the 1,591,681 Shares outstanding as of June 30, 1990 (based upon the number of Shares reported outstanding in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1990). Mr. Imhoff disclaims beneficial ownership of the 2,423 Shares owned by his wife. (b) Mr. Imhoff has the sole power to vote and to dispose of the 511,993 Shares reflected herein. 16 of 22 Page 4 of 5 Pages (c) In the last 60 days, Mr. Imhoff purchased Shares as follows: Number of Price Per Date Shares Share ----- -------- --------- 11/21/90 2,000 2.625 11/21/90 3,000 2.5 11/21/90 5,000 2.75 11/30/90 8,000 4.125 12/3/90 5,000 3.75 (d)-(e) Not applicable. 17 of 22 Page 5 of 5 Pages 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. Date: December 5, 1990. By: /s/ HERBERT F. IMHOFF -------------------------- Herbert F. Imhoff 18 of 22 EX-99 4 EXHIBIT 99.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 GENERAL EMPLOYMENT ENTERPRISES, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 369730-10-6 (CUSIP number) Herbert F. Imhoff General Employment Enterprises, Inc. One Tower Lane Suite 2100 Oakbrook Terrace, Illinois 60181-4600 (630) 954-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 8, 1991 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) Page 1 of 4 Pages 19 of 22 CUSIP No. 369730-10-6 13D Page 2 of 4 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Herbert F. Imhoff S.S. No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 511,993 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 511,993 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32.2% 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% 14 TYPE OF REPORTING PERSON IN 20 of 22 Page 3 of 4 Pages This Amendment No. 2 to the Statement on Schedule 13D is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Except as amended herein, the Schedule 13D previously filed remains unchanged. Item 1. Security and Issuer. ------------------- This Amendment No. 2 amends the Statement on Schedule 13D and Amendment No. 1 thereto relating to the common stock, no par value (the "Shares"), of General Employment Enterprises, Inc., an Illinois corporation (the "Company") previously filed by Herbert F. Imhoff. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- As disclosed in his original Schedule 13D filing, Mr. Imhoff obtained an unsecured loan in the amount of $201,500 from a bank in the ordinary course of business in connection with the Shares he acquired on July 14, 1990. As of January 8, 1991, the outstanding balance of this loan was secured by 168,753 Shares owned by Mr. Imhoff. 21 of 22 Page 4 of 4 Pages 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. Date: January 14, 1991. By: /s/ HERBERT F. IMHOFF -------------------------- Herbert F. Imhoff 22 of 22 EX-99 5 SCHIFF HARDIN & WAITE 7200 Sears Tower Chicago, IL 60606 April 11, 1997 VIA EDGAR --------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Herbert F. Imhoff - Statement on Schedule 13D Relating to General Employment Enterprises, Inc. ------------------------------------------------ Ladies and Gentlemen: Accompanying this letter for filing pursuant to the Securities Act of 1933, as amended, is a conformed copy of Amendment No. 3 to the Statement on Schedule 13D filed by Herbert F. Imhoff relating to the Common Stock, no par value, of General Employment Enterprises, Inc. A manually executed signature page has been executed prior to the time of this electronic filing and will be retained by Mr. Imhoff for five years. This Amendment No. 3 is the first electronic amendment to a paper format Schedule 13D. Accordingly, pursuant to Rule 101(a)(2)(ii) of Regulation S-T, Mr. Imhoff's original Statement on Schedule 13D and Amendments No. 1 and 2 thereto are also filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, to Amendment No. 3 in order to restate the entire text of such previously filed paper Schedule 13D and Amendments. Please contact the undersigned at 312-258-5619 if you have any questions. Very truly yours, Linda Jeffries Wight LJW/dl -----END PRIVACY-ENHANCED MESSAGE-----