SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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applies: ____________________________________________________
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applies: ____________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_____________________________________________________________
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[ ] Fee paid previously with preliminary materials.
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Exchange Act Rule 0-11(a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _____________________________________
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GENERAL EMPLOYMENT ENTERPRISES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held Tuesday, February 19, 2002
To the Shareholders of
GENERAL EMPLOYMENT ENTERPRISES, INC.
You are cordially invited to attend the Annual Meeting of
Shareholders of General Employment Enterprises, Inc. which will
be held in the Lane Room of the Hilton Suites Hotel, 10 Drury
Lane, in Oakbrook Terrace, Illinois 60181, on Tuesday, February
19, 2002, at 10:00 a.m., local time, for the following purposes:
1. To elect six directors of the Company;
2. To act upon such other matters as may properly be brought
before the meeting.
Shareholders of record at the close of business on December 28,
2001 will be entitled to vote at the meeting.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
January 15, 2002
YOUR VOTE IS IMPORTANT
Even if you plan to attend the Annual Meeting, you are urged to
sign, date and promptly return your proxy in the postage paid
envelope that is enclosed, so that your shares may be voted in
accordance with your wishes. If you attend the meeting, you may
vote your shares in person, even though you have previously
signed and returned your proxy.
GENERAL EMPLOYMENT ENTERPRISES, INC.
Oakbrook Terrace Tower
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
PROXY STATEMENT
For Annual Meeting of Shareholders
This statement and the accompanying proxy card, which are first
being sent to shareholders on approximately January 15, 2002, are
being furnished in connection with a solicitation of proxies by
the Board of Directors of General Employment Enterprises, Inc.
(the "Company"), an Illinois corporation, to be voted at the
Annual Meeting of Shareholders to be held on Tuesday, February
19, 2002, at 10:00 a.m., local time, in the Lane Room of the
Hilton Suites Hotel, 10 Drury Lane, in Oakbrook Terrace, Illinois
60181.
The only voting securities of the Company entitled to be voted
at the Annual Meeting are the shares of Common Stock, of which
there were 5,120,776 outstanding on December 28, 2001, the record
date for the Annual Meeting. Shareholders are entitled to one
vote for each share held except that, in elections for directors,
each shareholder has cumulative voting rights. When voting
cumulatively, each shareholder has the number of votes equal to
the number of directors to be elected (six) multiplied by the
number of his or her shares. Such number of votes may be divided
equally among all nominees, may be cumulated for one nominee, or
may be distributed on any basis among as many nominees as is
desired.
Each proxy that is properly signed and received before the
Annual Meeting will, unless such proxy has been revoked, be voted
in accordance with the instructions on such proxy. If no
instruction is indicated on the proxy card, the shares will be
voted for election of the six nominees for director listed in
this proxy statement. Proxies given may be revoked at any time
before the voting thereof by delivering to the Company a written
statement revoking the proxy or a subsequently dated proxy, or by
attending the meeting and voting in person.
A quorum of shareholders is necessary to take action at the
Annual Meeting. A majority of the total outstanding shares of
Common Stock of the Company, represented in person or by proxy,
will constitute a quorum for purposes of the meeting.
Abstentions or broker non-votes will be treated as shares of
Common Stock that are present for purposes of determining the
presence of a quorum. The six nominees for director receiving
the highest number of votes cast will be elected directors of the
Company; abstentions and broker non-votes will have no effect on
the vote for the election of directors. "Broker non-votes"
refers to a broker or other nominee holding shares for a
beneficial owner not voting on a proposal because the broker or
other nominee does not have discretionary voting power regarding
that item and has not received instructions from the beneficial
owner.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting, to serve
until the 2003 Annual Meeting of Shareholders, or until their
successors are elected and qualified. Proxies will be voted,
unless otherwise indicated, for the election of the nominees
named below. If necessary to elect the nominees named below,
proxies will be voted cumulatively.
Nominees
The following information is furnished with respect to each
nominee for election as a director:
Name and Age of Director Nominees,
Their Primary Occupation and Other Information
HERBERT F. IMHOFF, JR., age 52 - Director of the Company since
1986; Named Chairman of the Board and Chief Executive Officer in
July 2001; has been President and Chief Operating Officer since
February 1997 and had previously been Executive Vice President
since 1986; has served as the Company's general counsel since 1982.
KENT M. YAUCH, age 55 - Elected Director of the Company in July
2001; also named Vice President in July 2001; has served as Chief
Financial Officer and Treasurer of the Company since 1996, and
had previously been Treasurer and Controller since 1991.
SHELDON BROTTMAN, age 67 - Director of the Company since 1991; is
an attorney, and for more than ten years, has operated a real
estate management and development business. Until December 1997,
he was President and CEO of Jemm Wholesale Meat Co. in Chicago,
Illinois.
DELAIN G. DANEHEY, age 67 - Director of the Company since 1995;
formerly with the auditing firm of Ernst & Young LLP for 31
years, and was a partner when he retired from the firm in 1991.
DENNIS W. BAKER, age 55 - Treasurer of CF Industries, Long Grove,
Illinois, a chemical manufacturing company, where he has been
employed for more than ten years in various financial capacities.
Mr. Baker joined the Company's Board in November 2000.
JOSEPH F. LIZZADRO, age 64 - Chairman Emeritus of L&H Company,
Oak Brook, Illinois, an electrical contracting firm, where he
served as Chairman since 1963. Mr. Lizzadro also serves as a
director of Harris Bank, Oakbrook Terrace, Illinois, and Florence
Corporation, Glendale Heights, Illinois. He joined the Company's
Board in November 2000.
All of the foregoing nominees are currently serving as
directors of the Company and all, with the exception of Mr.
Yauch, were elected by the shareholders at the last Annual
Meeting. Each of the above-named nominees has agreed to serve,
if elected.
Information Concerning the Board of Directors and its Committees
The Board of Directors meets on a regularly scheduled basis
during its fiscal year to review significant developments
affecting the Company and to act on matters requiring Board
approval. It also holds special meetings when an important
matter requires Board action between scheduled meetings. The
Board held seven meetings during the last fiscal year. No
director of the Company attended fewer than 75% of the total
meetings of the Board and Committee meetings on which such Board
members served during this period.
Executive Committee
The Board of Directors has an Executive Committee consisting of
the Board of Directors as a whole, and meetings of the committee
may be called or requested by the Chairman of the Board or a
majority of the directors. The Executive Committee is authorized
to act upon all matters requiring Board approval except the
declaration of dividends, corporate reorganization, and merger
and acquisition decisions. As provided in the By-Laws of the
Company, a majority of the directors constitutes a quorum for the
purpose of transacting committee business. No Executive
Committee meetings were held in fiscal 2001.
Audit Committee
The Audit Committee is presently composed of Delain G. Danehey,
Chairman; Dennis W. Baker, Sheldon Brottman and Joseph F.
Lizzadro, all of whom are independent (as defined in the Charter
for the Audit Committee adopted by the Board of Directors May 15,
2000), non-employee directors of the Company. The Audit
Committee is primarily concerned with the effectiveness of the
Company's accounting policies and practices, its financial
reporting and its internal accounting controls. Specifically,
the Audit Committee reviews and approves the scope of the annual
audit of the Company's books, reviews the findings and
recommendations of the independent auditors at the completion of
their audit, and approves annual audit fees and the selection of
an auditing firm. The Audit Committee met once during fiscal
2001.
Compensation Committee
The Compensation Committee is presently composed of Sheldon
Brottman, Chairman; Delain G. Danehey, Dennis W. Baker and Joseph
F. Lizzadro. The purpose of the Committee is to review and
establish the Company's compensation policies and practices,
including salary and incentive compensation programs for senior
executives of the Company. The Compensation Committee held two
meetings during fiscal 2001.
Stock Option Committee
The Board has a Stock Option Committee which is currently
comprised of non-employee directors: Joseph F. Lizzadro,
Chairman; Delain G. Danehey, Dennis W. Baker and Sheldon
Brottman. The function of this Committee is to oversee the
administration of the Company's stock option plans. The Stock
Option Committee has the power to determine from time to time the
individuals to whom options shall be granted, the number of
shares to be covered by each option, the time or times at which
options shall be granted, and the terms of such options. The
Stock Option Committee met three times during fiscal 2001.
Nominating Committee
The Board of Directors does not have a standing Nominating
Committee.
Nominations for Directors
The By-Laws of the Company establish procedures for the
nomination of candidates for election to the Board of Directors.
The By-Laws provide that the nominations may be made by the Board
of Directors or by a committee appointed by the Board of
Directors. Any shareholder entitled to vote in the election of
directors generally may make nominations for the election of
directors to be held at an annual meeting of shareholders,
provided that such shareholder has given actual written notice of
his intent to make such nomination or nominations to the
secretary of the Company not later than sixty days before the
anniversary date of the immediately preceding annual meeting of
shareholders. Each such notice must set forth (a) the name and
address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all
arrangements or understandings involving any two or more of the
shareholders, each such nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder or relating to
the Company or its securities or to such nominee's service as a
director if elected; (d) such other information regarding such
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the Company, if so elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
EXECUTIVE OFFICERS OF THE COMPANY
All executive officers are elected annually by the Board of
Directors at the first meeting of the Board held following each
annual meeting of shareholders, and they hold office until their
successors are elected and qualified. The executive officers of
the Company are as follows:
Name and Age Position and Other Information
HERBERT F. IMHOFF Chairman of the Board and Chief
(deceased) Executive Officer until his death on
June 6, 2001. Mr. Imhoff was the father
of Herbert F. Imhoff, Jr.
HERBERT F. IMHOFF, JR. (52) Chairman of the Board and Chief
Executive Officer, and President and
Chief Operating Officer. Mr. Imhoff,
Jr. is the son of Herbert F. Imhoff.
MARILYN L. WHITE (51) Vice President. Elected Vice President
in 1996, she is responsible for the
Company's western division.
GREGORY CHRISOS (45) Vice President. Elected Vice President
of the Company in November 1999; he is
responsible for the Company's eastern
division, and has been Vice President of
TRIAD Personnel Services, Inc., the
Company's contract services subsidiary,
since 1996.
KENT M. YAUCH (55) Vice President, Chief Financial Officer
and Treasurer.
NANCY C. FROHNMAIER (57) Vice President since 1995 and Corporate
Secretary since 1985.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and officers of the Company are required to report to
the Securities and Exchange Commission, by a specified date,
their transactions related to General Employment Enterprises,
Inc. Common Stock. Based solely on review of the copies of these
reports furnished to the Company and written representation that
no other reports were required, the Company believes that during
the 2001 fiscal year, all filing requirements applicable to its
officers, directors and greater than ten percent beneficial
owners were complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the following table is information concerning persons
known to the Company to be beneficial owners of more than five
percent of the Company's outstanding Common Stock as of December
28, 2001:
Amount and Nature of
Name and Address Beneficial Ownership Percent
of Beneficial Owner of Common Stock of Class
Estate of Herbert F. Imhoff 1,378,133(1) 26.28
Herbert F. Imhoff, Jr., Co-Executor*
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
*As co-executors of the estate of Herbert F. Imhoff, Mr. Imhoff,
Jr., Mark L. Imhoff and Brad A. Imhoff, have voting and
dispositive power over the shares listed.
(1) Includes 123,387 option shares exercisable by the estate of
Herbert F. Imhoff within 60 days of record date.
The following information is furnished as of December 28, 2001,
to indicate the beneficial ownership of the Company's outstanding
common stock by each director and each "named executive officer,"
as defined below, individually, and all executive officers and
directors as a group:
Amount and Nature of
Name of Beneficial Ownership Percent
Beneficial Owner of Common Stock* of Class
Herbert F. Imhoff, Jr. 1,585,282(1) 29.25
Kent M. Yauch 50,947(2) **
Sheldon Brottman 76,082(3) 1.47
Delain G. Danehey 42,687(3) **
Dennis W. Baker 6,460(4) **
Joseph F. Lizzadro 15,000(4) **
Gregory Chrisos 43,837(5) **
Marilyn L. White 41,297(6) **
All directors and executive 1,949,463(7) 34.26
officers as a group
(nine persons)
*Unless noted otherwise, the named individuals have sole voting
and dispositive power over the shares listed.
**Represents less than 1%.
(1)Includes 10,161 shares held by Mr. Imhoff, Jr.'s son, 175,912
option shares exercisable by Mr. Imhoff, Jr. within 60 days of
record date, and 123,387 option shares exercisable by the estate
of Herbert F. Imhoff within 60 days of record date. Also
included in this amount are 1,254,746 shares held by the Estate
of Herbert F. Imhoff, with Herbert F. Imhoff, Jr., Mark L. Imhoff
and Brad A. Imhoff as co-executors with voting and dispositive
power over these shares.
(2)Includes 49,947 option shares exercisable within 60 days of record date.
(3)Includes 39,962 option shares exercisable within 60 days of record date.
(4)Includes 5,000 option shares exercisable within 60 days of record date.
(5)Includes 42,295 option shares exercisable within 60 days of record date.
(6)Represents option shares exercisable within 60 days of record date.
(7)Includes 10,161 shares held by Mr. Imhoff, Jr.'s son,
1,254,746 shares held by the estate of Herbert F. Imhoff, and
569,998 option shares exercisable by members of the group within
60 days of record date.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth certain information regarding
compensation awarded, earned or paid during each of the Company's
last three fiscal years to the individuals serving as the
Company's Chief Executive Officer during the 2001 fiscal year and
the other three most highly-compensated executive officers.
These individuals are sometimes herein referred to as the "named
executive officers."
Summary Compensation Table
Long-Term
Compensation
Awards -
Name and Annual Securities All Other
Principal Fiscal Compensation Underlying Compen-
Position Year Salary Bonus Options sation*
Herbert F. Imhoff 2001 $353,111 $ - 15,000 $ -
Chairman and Chief 2000 445,280 22,264 - -
Executive Officer 1999 404,800 40,480 23,000 -
Herbert F. Imhoff, Jr. 2001 $325,672 $ - 75,000 $2,550
Chairman and Chief 2000 273,460 27,346 - 2,550
Executive Officer 1999 248,600 24,860 34,500 2,400
President and Chief
Operating Officer
Marilyn L. White 2001 $180,000 $ - 10,000 $2,663
Vice President 2000 170,000 25,000 - 2,550
1999 150,000 36,526 11,500 2,625
Gregory Chrisos 2001 $175,000 $ - 10,000 $2,663
Vice President 2000 165,000 15,000 - 2,550
1999 150,000 68,956 11,500 2,624
Kent M. Yauch 2001 $155,833 $ - 7,500 $2,488
Vice President, Chief 2000 145,000 10,000 - 2,363
Financial Officer and 1999 130,000 10,000 5,750 2,325
Treasurer
*Amounts represent the Company's contribution to the Company's
401(k) Incentive Savings Plan.
Stock Option Grants
The following table shows all grants of stock options in fiscal
2001 under the 1997 and 1999 Stock Option Plans, to each named
executive officer. The exercise price of all options was the
fair market value on the date of grant.
Option Grants in Last Fiscal Year
Individual Grants
Percent
of Total
Number of Options Exercise
Securities Granted to or Base Grant
Underlying Employees Price Date
Options in Fiscal (Per Expiration Present
Name Granted(1) Year Share) Date Value(2)
Herbert F. Imhoff 15,000 7.0% $3.38 11/19/2010 $16,950
Herbert F.
Imhoff, Jr. 25,000 11.6 3.38 11/19/2010 28,250
50,000 23.3 2.45 7/29/2011 37,500
Marilyn L. White 10,000 4.7 3.38 11/19/2010 11,300
Gregory Chrisos 10,000 4.7 3.38 11/19/2010 11,300
Kent M. Yauch 7,500 3.5 3.38 11/19/2010 8,475
(1) Options are immediately exercisable except those granted to
Ms. White and Mr. Chrisos, which are exercisable two years after
the date of grant.
(2) Present value calculations are based on the Black-Scholes
option pricing model. The assumptions used for this calculation
are an expected option life of 3 years, stock price volatility of
40%, a risk-free interest rate of 5.1% and a dividend yield of 0%.
Stock Option Exercises and Fiscal Year-End Stock Option Values
The following table shows information with respect to each
named executive officer concerning unexercised options held as of
September 30, 2001, none of which were in-the-money. No options
were exercised by any named executive officers during fiscal 2001.
Aggregated Fiscal Year-End Option Values
Number of Securities Underlying
Unexercised Options at F/Y End
Name Exercisable Unexercisable
Estate of Herbert F. Imhoff 123,387 -
Herbert F. Imhoff, Jr. 175,912 -
Marilyn L. White 41,297 10,000
Gregory Chrisos 42,295 10,000
Kent M. Yauch 39,947 -
Compensation of Directors
During the last fiscal year, directors, who were not full-time
employees of the Company, were compensated at the rate of $2,000
per month. Compensation for non-employee Executive Committee
members is $1,000 per meeting; however, no Executive Committee
meetings were held in fiscal 2001. Since Audit Committee,
Compensation Committee and Stock Option Committee meetings are
held in conjunction with regular Board meetings, Committee
members receive no additional fee for serving on these Committees.
Employment Agreements
Herbert F. Imhoff had an employment agreement with the Company
dated October 1, 1962, providing for exclusive continuous
employment during a period of time mutually agreeable to the
parties. He served as the Company's Chairman and Chief Executive
Officer until his death on June 6, 2001 and continued to receive
his base salary up through that date.
During fiscal 2001, Herbert F. Imhoff and Herbert F. Imhoff,
Jr. each had employment security agreements with the Company
which provided for payments in the amount of twice their
respective annual compensation, plus continued participation in
any employment benefit plan maintained by the Company in which
the executive participated at the date of termination, in the
event that the employment of the executive would be terminated by
the Company for any reason other than good cause within twenty-
four months following a change of control of the Company.
Herbert F. Imhoff, Jr. has been President and Chief Operating
Officer of the Company since 1997 and continues to serve in that
capacity. The Company entered into an employment agreement with
Mr. Imhoff, Jr., effective August 1, 2001, to serve as Chairman
of the Board and Chief Executive Officer, replacing his
employment security agreement. The new agreement between Mr.
Imhoff, Jr. and the Company provides for a three-year term of
employment, at a minimum annual base salary of $450,000. Under
the terms of the agreement, Mr. Imhoff, Jr. is also eligible to
earn an annual performance bonus and is entitled to receive
certain perquisites and benefits. In the event the Company would
terminate his employment for any reason other than for cause, Mr.
Imhoff, Jr. would be entitled to continue to receive compensation
and benefits for a period of three years.
The Company has employment agreements with Marilyn L. White,
Gregory Chrisos and Kent M. Yauch. Under the terms of their
agreements, these employees would be entitled to continuation of
base salary for a one-year period as well as continuation of
certain employee welfare benefits, if their employment were
terminated following a change in control of the Company.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
It is the responsibility of the Compensation Committee to
review and recommend to the Board for approval, the compensation
plans for the Company's Chief Executive Officer and Chief
Operating Officer. This compensation review and evaluation
considers the performance and contributions of these officers and
compares the overall performance of the Company with others in
its industry, while taking into account general economic and
competitive conditions.
The Chief Executive Officer establishes compensation programs
covering the other executive officers of the Company, and the
Compensation Committee reviews these programs on an annual basis.
It is the goal of the Company's compensation programs to
establish compensation levels that will enable the Company to
retain talented individuals and motivate them to achieve stated
objectives while providing them with competitive compensation
opportunities based on their personal performance and
contributions to the Company's success. To achieve this, the
Company has compensation programs for its executive officers that
consist of three primary components: base salary, annual
performance bonus and stock option awards.
Base Salary
Salaries for executive officers are reviewed on an annual
basis, and discretionary adjustments to each executive officer's
base salary are based upon the individual's performance and
overall performance of the Company as a whole. It is believed
that in fiscal 2001 the executive officers of the Company were
compensated at levels comparable to their peers in other service
and staffing businesses of similar size. No quantifying surveys
or measurable statistics were utilized in determining executive
compensation for fiscal 2001.
Performance Bonus
Under the 2001 Executive Bonus Plan established November 2000
for the then Chief Executive Officer and for the then President
and Chief Operating Officer, certain performance levels and
profit goals for the Company were established. In addition, the
Company had bonus plans in effect during fiscal 2001 covering Ms.
White and Mr. Chrisos, under which the executives were eligible
to receive a percentage of their respective region's profits that
exceeded specified levels. Under the established bonus formulas
for 2001, no bonuses were earned by any named executive officer.
Stock Option Awards
As an additional incentive to improve performance, executive
officers of the Company, including the Chief Executive Officer,
are granted stock options from time to time. Stock options are
granted by the Stock Option Committee and have an exercise price
equal to the fair market value of the Company's stock on the date
of grant, and thus reward the recipient only if the Company's
stock price appreciates above the price on the date of grant.
Compensation of the Chairman of the Board and Chief Executive Officer
During the Company's 2001 fiscal year and until his death in
June 2001, as Chairman of the Board and Chief Executive Officer,
Herbert F. Imhoff was paid a base salary at the rate of $467,544
per annum, and was provided with a bonus plan contingent upon the
Company achieving specific earnings for fiscal 2001. No bonus
was earned or paid to Mr. Imhoff during fiscal 2001.
Herbert F. Imhoff, Jr. was named Chairman of the Board and
Chief Executive Officer in July 2001, at an annual salary of
$450,000, effective August 1, 2001. Mr. Imhoff, Jr. had a bonus
plan for fiscal 2001 which was based upon the Company achieving
certain earnings for the year. Since the specific performance
level was not achieved, Mr. Imhoff, Jr. received no bonus award
during fiscal 2001.
In determining the base salary for Mr. Imhoff, Jr. when he
assumed the position of Chief Executive Officer, the Compensation
Committee considered the compensation levels in effect for
comparable positions with other publicly-traded staffing companies.
Compensation Committee of the Board of Directors
Sheldon Brottman, Committee Chair
Dennis W. Baker
Delain G. Danehey
Joseph F. Lizzadro
PERFORMANCE GRAPH
The following graph compares the cumulative total return of the
Company's common stock with that of a Peer Group Index and the
Russell 2000. The graph assumes an investment of $100 on
September 30, 1996 and that all dividends were reinvested.
The Peer Group consists of Alternative Resources Corporation,
Comforce Corporation, Headway Corporate Resources, Inc., K-force,
Inc. (formerly Romac International, Inc.), Renaissance Worldwide,
Inc. and SOS Staffing Services, Inc. For the purpose of this
graph, Renaissance Worldwide is not considered a peer after June
21, 2001, when Renaissance announced that it intended to pursue a
management buyout. The graph below excludes Renaissance after
that date.
Total Return to Stockholders
(Assumes $100 Investment on 9/30/96)
(PERFORMANCE GRAPH APPEARS HERE)
Total Return Analysis
9/30/96 9/30/97 9/30/98 9/30/99 9/30/00 9/30/01
General Employment $100.00 $163.54 $ 90.37 $ 75.09 $ 67.31 $ 28.36
Peer Group $100.00 $122.11 $106.18 $ 37.52 $ 17.04 $ 21.61
Russell 2000 $100.00 $129.91 $106.80 $120.72 $149.22 $115.88
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee has reviewed and discussed with the
Company's management the audited financial statements of General
Employment Enterprises, Inc. for the year ended September 30,
2001. In addition, the Audit Committee has discussed with Ernst
& Young LLP, the independent auditors of the Company, with and
without management present, the results of their examination of
the financial statements. These discussions included the
independent auditors' evaluations of the Company's internal
controls, accounting policies, accounting estimates and any
proposed adjustments arising from their audit of the financial
statements.
The Audit Committee has received and discussed a written
communication required by Independence Standards Board Standard
No. 1 from Ernst & Young LLP regarding their independence from
the Company.
Based upon the review and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001,
for filing with the Securities and Exchange Commission.
The Audit Committee has also discussed with representatives of
Ernst & Young LLP their proposal to serve as independent auditors
of the Company for the year ending September 30, 2002, and based
on these discussions, the Committee recommended that the Board of
Directors approve the selection of Ernst & Young LLP.
Audit Committee of the Board of Directors
Delain G. Danehey, Committee Chair
Dennis W. Baker
Sheldon Brottman
Joseph F. Lizzadro
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, have been auditors of
the Company since 1985 and have been selected by the Board of
Directors of the Company to serve as independent auditors for the
Company for the year ending September 30, 2002.
Representatives of Ernst & Young LLP are expected to be present
at the Annual Meeting of Shareholders to respond to appropriate
questions and to make a statement if they desire to do so.
The following table shows the fees billed for the 2001 fiscal year:
Audit fees $55,300
Financial information systems
design and implementation fees $ -
All other fees (primarily related
to audits of a retirement plan
and an acquired business) $39,100
In making its recommendation to appoint Ernst & Young LLP as
the Company's independent auditors for the fiscal year ending
September 30, 2002, the Audit Committee considered whether the
provision of nonaudit services described above is compatible with
maintaining their independence.
OTHER MATTERS
Proposals of Shareholders
In order to be considered for inclusion in the Proxy Statement
for the 2003 Annual Meeting of Shareholders, any shareholder
proposal to take action at that meeting must be received by the
Company at its address hereinabove, on or before September 17,
2002. Any such proposal will be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934.
In addition, any shareholder wishing to bring business before
an annual meeting must comply with certain provisions in the
Company's By-Laws. The Company's By-Laws establish an advance
notice procedure with regard to certain matters to be brought
before an annual meeting of shareholders of the Company other
than by or at the direction of the Board of Directors of the
Company. Such notice generally must be delivered to or mailed to
and received by the Secretary of the principal executive offices
of the Company not less than 30 days nor more than 60 days before
the meeting. The shareholder must also comply with certain other
provisions set forth in the Company's By-Laws relating to the
bringing of business before an annual meeting. For a copy of the
Company's By-Laws, which includes the provisions relating to the
bringing of business before an annual meeting, an interested
shareholder should contact the Secretary of the Company, in
writing, at One Tower Lane, Suite 2100, Oakbrook Terrace,
Illinois 60181.
Manner and Costs of Solicitation
The cost of preparing, assembling and mailing the proxy
materials and of reimbursing brokers, nominees and fiduciaries
for the out-of-pocket expenses of transmitting copies of the
proxy materials to the beneficial owners of shares held of record
by such persons will be borne by the Company. The Company does
not intend to solicit proxies otherwise than by the use of mail,
but certain officers and regular employees of the Company or its
subsidiary, without additional compensation, may use their
personal efforts by telephone or otherwise, to obtain proxies.
Availability of Form 10-K
The Company will furnish, upon request and without charge to
each record or beneficial owner of its securities from whom it
solicits proxies, a copy of its current annual report on Form 10-
K including the financial statements and financial schedules
thereto, filed with the Securities and Exchange Commission.
Requests should be in writing and addressed to:
Investor Relations Department
General Employment Enterprises, Inc.
Oakbrook Terrace Tower
One Tower Lane, Suite 2100
Oakbrook Terrace, Illinois 60181
or E-mail to invest@genp.com
Other Business
At the date of this Proxy Statement, the Board of Directors is
not aware of any matters, other than those stated above, that may
be brought before the meeting. However, if any other matters
shall properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote such
proxy in accordance with their best judgment on such matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR
SHARES TO BE VOTED ARE URGED TO DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Directions to the location of this year's Annual Meeting can be
obtained by contacting the Company's Investor Relations
Department at the above address or by calling (630) 954-0495.
By Order of the Board of Directors
Nancy C. Frohnmaier
Secretary
Oakbrook Terrace, Illinois
APPENDIX A
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF GENERAL EMPLOYMENT ENTERPRISES, INC.
One Tower Lane, Suite 2100, Oakbrook Terrace, IL 60181
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of GENERAL EMPLOYMENT ENTERPRISES,
INC. hereby appoints HERBERT F. IMHOFF, JR. and SHELDON BROTTMAN,
and each of them, as the proxies (with full power of
substitution) to vote all shares which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders to be held
on February 19, 2002 and any adjournment thereof. If a vote is
not specified, said proxies will vote FOR election of directors.
1. Election of Directors, Nominees:
D. W. Baker, S. Brottman, D. G. Danehey, H. F. Imhoff, Jr.,
J. F. Lizzadro, K. M. Yauch
For, except vote withheld
FOR ___ WITHHOLD ___ from the following nominee(s): ____________
2. In their discretion, in the transaction of such other business as may
properly come before the meeting.
You are encouraged to specify your choices by marking the
appropriate boxes with an "X" but you need not mark any boxes if
you wish to vote in accordance with the Board of Directors' recommendation.
Please sign and date on the reverse side, and mail this proxy in
the enclosed envelope as promptly as possible.
This proxy when properly executed will be voted as directed. If
no direction is made, this proxy will be voted FOR the election
of Directors. This proxy confers on the proxy holders the power
of cumulative voting and the power to vote cumulatively for less
than all of the nominees as described in the accompanying proxy
statement.
The Board of Directors recommends a vote FOR the election of Directors.
The signer hereby revokes all proxies heretofore given by the
signer to vote at said meeting or any adjournments thereof.
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
__________________________________
__________________________________
SIGNATURE(S)
DATED:_______________________, 2002
(PLEASE INSERT DATE)