SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
(Amendment
No.1)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF
1934
GENERAL EMPLOYMENT ENTERPRISES,
INC.
(Name of
Subject Company (Issuer))
PSQ,
LLC
(Names of
Filing Persons (Offeror))
COMMON
STOCK, NO PAR VALUE
(Title of
Class of Securities)
369730106
(CUSIP
Number of Class of Securities)
Stephen
Pence
Managing-Member
Hurstbourne
Place, Suite 1025
9300
Shelbyville Road
Louisville,
KY 40222
Tel:
(502) 736-6200
Fax:
(502) 736-6205
Copy
to:
Gregory
Bartko, Esq.
Law
Office of Gregory Bartko, LLC
3475
Lenox Road, Suite 400
Atlanta,
Georgia 30326
Fax:
(866) 342-4092
(Name,
address and telephone number of person authorized to receive
notices
and
communications on behalf of filing persons)
CALCULATION
OF FILING FEE
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Transaction
Valuation(1): $1,500,000
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Amount
of Filing Fee(2): $83.70
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(1)
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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.
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(2)
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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.
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o Check the box if any
part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount
previously paid:
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$83.70
on the date of initial filing.
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Filing
Party:
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PSQ,
LLC
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Form
or registration no.:
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File
No. 005-40677
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Date
Filed:
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April
13, 2009
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o Check the box if the
filing relates solely to preliminary communications made before the commencement
of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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þ
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Third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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o
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amendment
to Schedule 13D under
Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer: o
Item
1 – Summary Term Sheet
Offer
to Purchase Term Sheet
Tender
offeror
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PSQ,
LLC, a Kentucky limited liability company
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Securities
subject to Offer to Purchase
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Common
Stock, no par value per share
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Offer
to Purchase Price
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$.60
per share, net to shareholders
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Number
of Shares Subject to Offer
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2,500,000
shares
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Aggregate
Maximum Offer Amount
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$1,500,000
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Duration
of the Offer to Purchase
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This
Offer expires at 12:00AM, New York City time, on Tuesday, June 30, 2009,
unless extended.
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This Tender Offer Statement
(“Schedule TO”) relates to the offer by PSQ, LLC (“PSQ”), a Kentucky
limited liability company, to purchase outstanding shares of the common stock of
General Employment Enterprises, Inc. (“General Employment”, or the “Company”),
an Illinois corporation. PSQ entered into a Securities Purchase and Tender Offer
Agreement (“Agreement”) on March 30, 2009 with General Employment. Under the
terms of the Agreement, PSQ has agreed to commence a cash tender offer to
purchase from General Employment's shareholders up to 2,500,000 issued and
outstanding shares of common stock at a purchase price of $0.60 per share, net
to the holder in cash, without interest thereon, for a maximum aggregate amount
equal to $1,5000,000, upon the terms and subject to the conditions set forth in
the Agreement, incorporated by reference herein, and in the related Letter of
Transmittal (“Letter of Transmittal”), copies of which are attached hereto as
Exhibits (a)(1)(B) and (a)(1)(C) (which, together with any amendments or
supplements from time to time thereto, constitute the “Tender
Offer”).
The information in the Agreement,
including all schedules and annexes thereto, is hereby expressly incorporated
herein by reference in response to all the items of this Schedule TO and is
supplemented by the information specifically provided herein.
If more than 2,500,000 shares of common
stock are tendered in response to the Offer to Purchase, the number of shares
purchased from each tendering shareholder will be reduced proportionately to an
amount equal to the product of the number of Shares tendered by each such
shareholder and a percentage amount equal to the quotient of 2,500,000 over the
number of shares of common stock tendered by all shareholders in response to the
Tender Offer. The Tender Offer will remain open until Midnight, New
York City Time, on June 30, 2009, subject to extension under certain
circumstances as set forth in the Agreement.
Item
2. Subject Company Information.
(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:
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High
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Low
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Q1
– 2009
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.48 |
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.35 |
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Q4
– 2008
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.42 |
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.39 |
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Q3
– 2008
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.41 |
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.40 |
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Q2
– 2008
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.85 |
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.85 |
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Q1
– 2008
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1.38 |
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1.32 |
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Q4
– 2007
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1.66 |
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1.63 |
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Q3
– 2007
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1.76 |
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1.76 |
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Q2
– 2007
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2.01 |
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1.96 |
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Item
3. Identify and Background of Filing Person.
(a)
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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)
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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)
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Business
and Background of Natural Persons.
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Mr.
Stephen B. Pence, (56), is the sole member of PSQ and will also be designated as
a Director and Chairman of the board of directors of General Employment upon the
closing of the Tender Offer. Mr. Pence is currently a retired colonel
from the United States Army Reserve, where he served as a federal military
judge, and is also of counsel with Martin, Ogburn & Zipperle, in Louisville,
Kentucky; assisting clients involved in human resource staffing and workers’
compensation insurance. In 2001, Mr. Pence was nominated by President
Bush and confirmed by the U.S. Senate to the position of United States Attorney
for the Western District of Kentucky. From 2003 to 2007, Mr. Pence
served as Lieutenant Governor of
Kentucky,
which included roles as the Secretary of the Justice and Public Safety Cabinet
and Commissioner of State Police. Mr. Pence received his bachelor’s
degree in business and his master’s of business administration, with a
concentration on economics, from Eastern Kentucky University and his juris
doctorate degree from the University of Kentucky. Mr. Pence can be
reached through PSQ’s principal address at 9300 Hurstbourne Place, Suite 1025,
Louisville, KY 40222 and telephone number of (502) 736-6200.
Mr.
Ronald Heineman (51) was the former President and Chief Executive Officer of
Resolve Staffing, Inc., an Ohio based human resources outsourcing services
company, that had approximately 74 offices within the United States and combined
revenues of $500,000,000 prior to its sale to a large California based staffing
firm. He also acted as the Chief Executive Officer of ELS Inc., Human
Resource Solutions, which was a professional employer organization operating in
32 states since 2000. Prior to this, Mr. Heineman was Corporate, Vice
President - Human Resources for Frisch’s Restaurants, Inc., a large publicly
held restaurant chain operating Big Boy, Golden Corral, Roy Rogers Restaurants
and several large hotels, where Mr. Heineman was responsible for attaining
results in the areas of employment, training, benefits, loss prevention and
government compliance. Mr. Heineman was employed with Frisch’s for 23
years. He also purchased, in 1989, and operated a Snelling
Personnel franchise for several years. Mr. Heineman holds a Bachelor’s
Degree in Business from Thomas More College and a Master’s Degree in Psychology
from the Athenauem of Ohio.
Messrs.
Pence and Heineman are both citizens of the United States and have not been
convicted in a criminal proceeding during the past five years nor were either a
party to any judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining from future
violations of, or prohibiting activities subject to, federal or state securities
laws.
Item
4. Terms of the Transaction
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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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The
Tender Offer will remain open until 12:00 Midnight, New York City Time, on
Tuesday, June 30, 2009 unless extended. The Tender Offer may be
extended upon certain conditions, which are further specified in the Agreement
attached as Exhibit (a)(1)(B).
Withdrawal
rights of tendered shares may be exercised throughout the period that the Tender
Offer remains open. Notice of withdrawal pursuant will be deemed to
be timely upon the receipt by the Depositary of a written notice of withdrawal
specifying the name(s) of the tendering stockholder(s), the number or amount of
the securities to be withdrawn and the name(s) in which the certificate(s) is
(are) registered, if different from that of the tendering security
holder(s).
In the
event that the number of shares that are validly tendered on or prior to the
expiration of the Tender Offer and not timely withdrawn, exceed the maximum of
2,500,000 shares, the number of shares purchased from each stockholder of
General Employment will be reduced proportionately to an amount equal to the
product of the number of Shares tendered by each such shareholder and a
percentage amount equal to the quotient of 2,500,000 over the number of shares
of common stock tendered by all shareholders in response to the Tender
Offer.
The
procedure for the tender of Shares is outlined in detail in the Letter of
Transmittal, attached hereto as Exhibit (a)(1)(C), which is incorporated herein
by reference. All shareholders should also see the Agreement, attached to this
Schedule TO as Exhibit (a)(1)(B), for further details on the material terms of
the Tender Offer, including accounting treatment and tax
consequences.
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(a)(2) Mergers or Similar
Transactions. Not
Applicable.
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Item
5. Past Contacts, Transactions, Negotiations, and Agreements.
(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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The
following represent the course of events for PSQ that led towards the
Offer:
· The Offer
was initiated by Mr. Furnari of MC Capital Funding Group on January 7,
2009. Mr. Furnari facilitated the introduction of Mr. Ronald E.
Heineman of River Falls Financial Services, Inc. (“River Falls”) and Dennis
Baker of General Employment on January 16, 2009, at which time the parties
discussed the possibility of a tender offer and direct cash investment into the
Company. On January 27, 2009, Mr. Heineman met with Herbert F.
Imhoff, Jr., Kent M. Yauch, Sheldon Brottman and Mr. Baker to discuss funding
opportunities through River Falls.
· A meeting
was then held on February 4, 2009 between representatives of River Falls,
including Stephen Pence and Ronald E. Heineman, General Employment, and certain
investment / business partners of River Falls, including Oppenheimer, Sands
Brothers Asset Management and the Park Avenue Bank.
· On
February 5, 2009, PSQ, a special purpose vehicle formed by Stephen Pence,
submitted a draft letter of intent to General Employment, outlining a proposed
share purchase and tender offer to be undertaken by PSQ.
· On
February 11, 2009, PSQ and General Employment executed the non-binding letter of
intent outlining certain preliminary terms of the Agreement, including proposed
terms of the Offer.
· On
February 17, 2009, Mr. Heineman met with Mr. Imhoff, Jr. in General Employment’s
corporate office. They discussed business operations and Mr. Imhoff, Jr.’s role
with the Company if the proposed transactions were to take place.
· A first
draft of the Agreement from PSQ was submitted on March 2, 2009.
· Between
March 8 and March 12, 2009, PSQ and General Employment, as well as respective
legal counsel exchanged comments to drafts of the Agreement and
negotiated various terms and conditions of the Agreement and the
transactions contemplated thereby.
· On March
12, 2009, Messrs. Imhoff, Jr., Yauch, Baker and Heineman, present in person at
General Employment’s headquarters, along with the General Employment’s legal
counsel and PSQ’s legal counsel participating via teleconference, continued to
negotiate various open issues in the terms of the Agreement.
On March
14, 2009, Mr. Baker discussed certain terms of a proposed Consulting Agreement
for Mr. Imhoff, Jr. (“Consulting Agreement”) with Mr. Heineman.
· On March
19, 2009, PSQ’s legal counsel distributed a revised draft of
the Agreement to General Employment. In turn, General Employment’s
legal counsel delivered a further revised draft of the Agreement to
PSQ on March 20, 2009.
· On March
28 and 29, 2009, General Employment and PSQ continued to negotiate the remaining
issues in the Agreement and the related ancillary documents that form
a part of the Agreement.
· On March
30, 2009, General Employment and PSQ resolved the remaining issues in the
various transaction documents and entered into the Agreement. Contemporaneous
with approving the Agreement, General Employment and PSQ also entered into an
Escrow Agreement with Park Avenue Bank, New York, New York, which has agreed to
act as the escrow agent for the transaction, the Consulting Agreement between
General Employment, PSQ and Mr. Imhoff, Jr., and a Registration Rights Agreement
which provides to PSQ demand registration rights covering the Shares
of common stock to be purchased by PSQ under the terms of the Agreement as well
as piggyback registration rights for Shares of common stock that will be issued
to Mr. Imhoff, Jr. under the terms of his Consulting Agreement. Thereafter, PSQ
caused the agreed upon purchase price for the 7,700,000 New Issued Shares,
$1,925,000, to be transferred to Park Avenue Bank as the agreed upon escrow
agent and General Employment issued a press release shortly thereafter and filed
a Form 8-K Current Report with the Securities and Exchange Commission announcing
the execution of the Agreement and other related
transaction documents.
Item
6. Purposes of the Transaction and Plans or Proposals.
(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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(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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(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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(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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Pursuant
to the Agreement and as requested by PSQ, upon the occurrence of the closing,
Stephen Pence, Charles (Chuck) W.B. Wardell III and Jerry Lancaster
(“Replacement Directors”) will be appointed by the
board of
directors to fill the vacancies on the board of directors that will result from
the resignations of the resigning directors. After their appointments are
effected, the size of the board of directors will be reduced to five members,
and will consist of two current members of the board of directors of the Company
and the three directors appointed at the request of PSQ.
The board
of directors will determine which committees Messrs. Pence, Wardell and
Lancaster will serve on at their first scheduled meeting after the closing
occurs. If the closing occurs and Messrs. Pence, Wardell and
Lancaster become members of the board of directors of the Company, they will
receive compensation as directors in line with the Company’s current
non-employee director compensation arrangement, which will entitle each of them
to a monthly retainer fee of $2,000. Directors do not receive any
additional compensation for attendance at meetings of the board of directors or
its committees, except that the Chairman of the Audit Committee receives an
additional monthly fee of $500.
The
following biographical information sets forth, with respect to each individual
proposed director that has agreed to serve in such capacity upon the closing of
the transactions described in the Agreement, their full name, the age of the
individual as of April 15, 2009, their current principal occupation and
employment history during the past five years. Each designee described below has
agreed to serve if appointed to fill the vacancies created by the resignation of
certain existing directors of the Company as described in the
Agreement.
STEPHEN B. PENCE, 55, is
currently a retired colonel from the United States Army Reserve, where he served
as a federal military judge, and is also of counsel with Martin, Ogburn &
Zipperle, in Louisville, Kentucky, assisting clients involved in human resource
staffing and workers’ compensation insurance. In 2001, Mr. Pence was
nominated by President Bush and confirmed by the U.S. Senate to the position of
United States Attorney for the Western District of Kentucky. From
2003 to 2007, Mr. Pence served as Lieutenant Governor of Kentucky, which
included roles as the Secretary of the Justice and Public Safety Cabinet and
Commissioner of State Police. Mr. Pence received his bachelor’s
degree in business and his masters of business administration, with a
concentration on economics, from Eastern Kentucky University, and his juris
doctorate degree from the University of Kentucky.
CHARLES W.B. WARDELL III, 56,
served as Senior Advisor to the Chief Executive Officer of Korn/Ferry
International, a multi-national executive recruitment service with currently
more than 90 offices in 40 countries, from 1992 through 2007. Between
1990 and 1992, Mr. Wardell operated as President of Nordeman Grimm, a New York
based boutique executive placement firm with specialization on placement with
marketing and financial services companies. In 1978, he joined
American Express as Special Assistant to the Chief Executive Officer, although
he also held roles, between 1978 and 1990, of Regional Vice President and
General Manager of American Express Company Middle East and Senior Vice
President and Chief Operating Officer of Global Private Banking at American
Express International Banking Corporation. His experience also encompasses
Senior Vice President, both at Travelers and Mastercard International, as well
as Executive Vice President of Diners Club at Citicorp. Mr. Wardell
graduated cum laude from Harvard College with an A.B. degree.
JERRY LANCASTER, 74, has been
employed with Imperial Casualty and Indemnity Company since 1997, where he is
currently the Chairman and the Director of Marketing. He has worked
in a variety of capacities involving workers’ compensation programs and holds
General Lines Agent and Managing General Agent licenses from the State of
Texas. Mr. Lancaster graduated from Southern Methodist University
with a degree in mathematics.
In
addition, Herbert F. Imhoff, Jr., who currently serves as the Chairman of the
board of directors and Chief Executive Officer and President of the Company, has
agreed to resign from those positions with the Company if the Agreement is
consummated, although he will remain as a member of the board of directors.
Subject to the Agreement being consummated, after the closing, Mr. Imhoff, Jr.
will become a consultant to the board of directors under the provisions of a
Consulting Agreement approved by the Company, PSQ and Mr. Imhoff, Jr. on March
30, 2009. In connection with Mr. Imhoff, Jr.’s agreement to resign as Chief
Executive Officer and President of the Company if the closing occurs, PSQ has
requested, and the board of
directors
of the Company has approved, the appointment of Ronald E. Heineman to serve as
Chief Executive Officer and President of the Company effective upon Mr. Imhoff,
Jr.’s resignation.
Mr.
Heineman has agreed to an initial annual salary of $1 and a grant of 150,000
stock options on the date of the closing pursuant to and in accordance with the
Company’s Amended and Restated 1997 Stock Option Plan, with such options to be
fully vested on the date of issuance. The grant of such options was
made subject to the approval of the Company’s shareholders of an increase in the
number of authorized shares of common stock available for issuance under the
plan to accommodate such stock option issuance, which shareholder approval will
be sought at the Company’s 2010 Annual Meeting of Shareholders or at such
earlier special meeting of shareholders as may be called in accordance with the
Company’s By-laws, provided that such meeting will not be called for prior to
the date of the closing of this Tender Offer.
There are
no family relationships among Mr. Heineman and any directors or other executive
officers of the Company, including the persons that would become directors of
the Company if the closing occurs. Other than the transactions described in this
Schedule TO/A and referenced exhibits, including the provisions of the Agreement
providing for Mr. Heineman to be appointed as Chief Executive Officer and
President of the Company upon the occurrence of the closing, PSQ is not aware of
any transaction in which Mr. Heineman has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
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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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(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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Item
7. Source and Amount of Funds or Other Consideration.
(a)
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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)
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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)
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Borrowed Funds. Not
applicable.
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Item
8. Interest in Securities of the Subject Company.
(a)
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Securities
Ownership. Not
Applicable.
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Securities
Transactions. Not Applicable.
Item
9. Persons / Assets, Retained, Employed, Compensated or Used.
(a)
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Solicitations
or Recommendations.
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Morrow
and Co., LLC, 470 West Avenue, Stamford, CT 06902, as the Information Agent on
behalf of PSQ. Under the terms of the agreement entered into between PSQ and the
Information Agent, reasonable and customary compensation is to be
paid to the Information Agent for their services during the course of the Tender
Offer and until consummation thereof.
Item
10. Financial Statements.
Financial
statements will not be provided as PSQ’s financial condition is not material to
a security holder’s decision whether to sell, tender or hold the Common Stock,
which is the subject of the Offer to Purchase, as the consideration offered
consists solely of cash.
Item
11. Additional Information.
(a)
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Agreements. Not
Applicable.
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(b)
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Other Material
Information. Not
Applicable.
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Item
12. Exhibits.
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|
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Exhibit
No.
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Description
|
|
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(a)(1)(A)
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Offer
to Purchase, dated April 15, 2009, as amended.
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|
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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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|
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(a)(1)(C)
|
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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)
|
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Letter
to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
|
|
|
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(a)(1)(G)
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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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|
|
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(a)(5)(A)
|
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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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|
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(a)(5)(B)
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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)
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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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|
|
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(a)(5)(D)
|
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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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|
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(a)(5)(F)
|
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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.
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Item 13. Information Required by
Schedule 13E-3. Not applicable.
SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO/A Amendment No. 1 is true, complete
and correct.
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PSQ,
LLC |
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|
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Dated
this 15th
day of April, 2009.
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By:
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/s/ Stephen
Pence |
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Stephen
Pence |
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Managing
Member |
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