UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENERAL EMPLOYMENT ENTERPRISES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
369730106
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(CUSIP Number)
Bruce R. Deming, Esq.
Covington & Burling
One Front Street, 35th Floor
San Francisco, CA 94111
Telephone: (415) 591-7051
Facsimile: (415) 955-6551
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ X ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 369730106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Daniel Zeff
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 511,680
Shares -----------------------------------------------
Beneficially 8. Shared Voting Power None
Owned by -----------------------------------------------
Each 9. Sole Dispositive Power 511,680
Reporting -----------------------------------------------
Person With 10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
511,680
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 9.94%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 369730106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Spectrum Galaxy Fund Ltd.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization British Virgin Islands
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Number of 7. Sole Voting Power 303,246
Shares -----------------------------------------------
Beneficially 8. Shared Voting Power None
Owned by -----------------------------------------------
Each 9. Sole Dispositive Power 303,246
Reporting -----------------------------------------------
Person With 10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
303,246
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 5.89%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 369730106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Zeff Capital Partners, I, L.P.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power 208,434
Shares -----------------------------------------------
Beneficially 8. Shared Voting Power None
Owned by -----------------------------------------------
Each 9. Sole Dispositive Power 208,434
Reporting -----------------------------------------------
Person With 10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
208,434
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 4.05%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 369730106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Zeff Holding Company, LLC
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) N/A
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ].
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power 208,434
Shares -----------------------------------------------
Beneficially 8. Shared Voting Power None
Owned by -----------------------------------------------
Each 9. Sole Dispositive Power 208,434
Reporting -----------------------------------------------
Person With 10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
208,434
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 4.05%
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14. Type of Reporting Person (See Instructions)
OO
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SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock (the "Common
Stock") of General Employment Enterprises, Inc. (the "Company"), an Illinois
corporation. The address of the Company's principal executive offices is One
Tower Lane, Suite 2100, Oakbrook Terrace, IL 60181.
Item 2. Identity and Background
(a) This Statement is filed as a joint statement pursuant to Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") by Zeff Holding Company, LLC, a Delaware limited
liability company ("Holding"), Zeff Capital Partners, I, L.P. , a
Delaware limited partnership ("Capital"), Spectrum Galaxy Fund Ltd., a
company incorporated in the British Virgin Islands ("Spectrum") and
Daniel Zeff, and individual ("Zeff") (Holding, Capital, Spectrum and
Zeff are hereinafter collectively referred to as the Reporting
Persons). Mr. Zeff provides discretionary investment management
services to Zeff Capital Offshore Fund, a class of shares of Spectrum.
Mr. Zeff is the sole manager and member of Holding, which in turn
serves as the general partner for Capital. Accordingly, the Reporting
Persons are making a group filing because, due to the relationship
between them, the Reporting Persons may be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Exchange Act.
(b) The address of the principal business and principal office of each
of the Reporting Persons is 50 California Street, Suite 1500, San
Francisco, CA 94111.
(c) The principal business of Mr. Zeff is that of investing in
securities in his capacity as investment manager for Zeff Capital
Offshore Fund and as sole manager of Holding. The principal business of
Spectrum is that of investing in securities. The principal business of
Capital is that of an investment partnership. The principal business of
Holding is acting as general partner for Capital.
(d) None of the Reporting Persons has during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has during the last five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, 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
thereto.
(f) Mr. Zeff is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As of September 23, 2005, the aggregate amount of funds used to purchase the
shares of Common Stock held by Capital was $465,607.12 and the aggregate amount
of funds used to purchase the shares of Common Stock held by Spectrum was
$712,619.24, which amounts, in both cases, reflect the incurrence of brokerage
commissions. The source of funds used to purchase such shares was working
capital of Capital and Spectrum, respectively.
This statement is not being filed in connection with any sale or
purchase of Common Stock by the Reporting Persons. The Reporting Persons are
making this filing to provide notice of the expression of interest submitted by
certain Reporting Persons to the Company regarding a potential acquisition
transaction involving the Company, as further described below in Item 4. If the
potential acquisition
transaction described below in Item 4 is consummated, the aggregate
consideration payable in connection the transaction is expected to be paid out
of available funds of the Reporting Persons and the sales proceeds from
disposing of certain operating assets of the Company to third parties.
Item 4. Purpose of Transaction.
The Reporting Persons began acquiring shares of Common Stock in April
20, 2004 because, in their opinion, the Common Stock was undervalued by the
market. In September 2005, the Reporting Persons began to evaluate the
possibility of making an additional investment in the Company. However, due the
Company's shareholder rights plan (commonly known as a "poison pill"), the
Reporting Persons believed it was currently inadvisable to acquire a greater
percentage ownership stake in the Company, without the approval of the Company.
As a result, on September 23, 2005, the Reporting Persons submitted a letter to
Herbert Imhoff Jr., the CEO of the Company, seeking modification of the
shareholder rights plan of the Company such that the Reporting Persons could
acquire up to twenty percent (20%) of the Company without triggering adverse
provisions of the poison pill. The Reporting Persons also requested that the
Company maximize shareholder value by exploring a sale of the Company either to
the Reporting Persons or to another third party buyer.
The Reporting Persons may acquire additional Common Stock of the
Company or dispose of Common Stock of the Company at any time and from time to
time in the open market, in privately negotiated transactions or otherwise.
Although the foregoing represents the range of activities presently contemplated
by the Reporting Persons, the scope of possible activities is subject to change.
Except as set forth above, the Reporting Persons do not have any
present plans or proposals which relate to or would result in any of the action
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding shares of Common
Stock reported owned by each Reporting Person is based upon
5,145,894 shares of Common Stock outstanding as of July 31,
2005, as reported in the Company's Form 10-Q for quarterly
period ended June 30, 2005.
As of the close of business on September 23, 2005:
(i) Spectrum beneficially owns 303,246 shares of Common
Stock constituting approximately 5.89% of the shares of
Common Stock outstanding;
(ii) Capital beneficially owns 208,434 shares of Common
Stock constituting approximately 4.05% of the shares of
Common Stock outstanding;
(iii) Holding beneficially owns 208,434 shares of Common
Stock held by Capital, of which Holding is the general
partner, constituting approximately 4.05% of the shares
of Common Stock outstanding; and
(iv) Mr. Zeff beneficially owns 511,680 shares of General
Employment Enterprises, Inc. Common Stock comprised of
303,246 shares of Common Stock held by Spectrum (Mr.
Zeff provides discretionary investment management
services to Zeff Capital Offshore Fund, a class of
shares of Spectrum) and 208,434 shares of Common Stock
held by Capital (Mr. Zeff is the sole manger of
Capital's general partner), in total constituting
approximately 9.94% of the shares of Common Stock
outstanding;
(b) Spectrum has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of the 303,246 shares
of Common Stock reported herein as being beneficially owned by
it, which power is exercisable by Mr. Zeff as investment
manager. Capital has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of the
208,434 shares of Common Stock reported herein as being
beneficially owned by it, which power is exercisable by Mr.
Zeff as the sole manager of Holding, Capital's general
partner.
(c) Set forth below is a description of all reportable
transactions in shares of Common Stock that have been effected
by the Reporting Person during the past 60 days.
None.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement, dated as of September 28, 2005, by
and among the Reporting Persons.
Exhibit 2: Expression of Interest, dated September 23, 2005, from
Capital to the Company.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and behalf, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 28, 2005
/s/ Daniel Zeff
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Daniel Zeff
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
ZEFF CAPITAL PARTNERS I, L.P.
By: Zeff Holding Company, LLC,
as general partner
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
SPECTRUM GALAXY FUND LTD.
By: /s/ Dion R. Friedland
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Name: Dion R. Friedland
Title: Director
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of General
Employment Enterprises, Inc., and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any
number of counterparts all of which taken together shall constitute one
and the same instrument.
In witness hereof, the undersigned hereby executed this Agreement this
28th day of September, 2005.
/s/ Daniel Zeff
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Daniel Zeff
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
ZEFF CAPITAL PARTNERS I, L.P.
By: Zeff Holding Company, LLC,
as general partner
By: /s/ Daniel Zeff
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Name: Daniel Zeff
Title: Manager
SPECTRUM GALAXY FUND LTD.
By: /s/ Dion R. Friedland
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Name: Dion R. Friedland
Title: Director
Exhibit 2
Expression of Interest
[Zeff Capital Partners Letterhead]
September 23, 2005
Mr. Herbert Imhoff Jr. Chairman & CEO
General Employment Enterprises, Inc.
One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
Dear Mr. Imhoff:
As you know, Zeff Capital Partners, LLC ("Zeff Capital") currently
owns 511,680 shares of General Employment Enterprises ("JOB") which represents
approximately 9.94% of JOB's outstanding stock. We believe that JOB's stock is
undervalued and will remain so until JOB engages in a strategic transaction.
Accordingly, Zeff Capital, on behalf of affiliated investment funds,
requests that the Board of Directors of JOB either increase its poison-pill
threshold to 20% to allow Zeff Capital to purchase more shares, or explore a
sale of the company to Zeff Capital or another larger institution. We are
committed to helping shareholders realize the increased value that would result
from such a transaction and hope to work with JOB's board for the benefit of all
shareholders. I also want to let you know that we are subject to applicable
securities disclosure requirements.
We look forward to hearing from you.
Very truly yours,
Daniel Zeff
Managing Member