0001615225-15-000001.txt : 20150121 0001615225-15-000001.hdr.sgml : 20150121 20150120181648 ACCESSION NUMBER: 0001615225-15-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150121 DATE AS OF CHANGE: 20150120 GROUP MEMBERS: MICHAEL SCHROERING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL EMPLOYMENT ENTERPRISES INC CENTRAL INDEX KEY: 0000040570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 366097429 STATE OF INCORPORATION: IL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40677 FILM NUMBER: 15537023 BUSINESS ADDRESS: STREET 1: 184 SHUMAN BLVD STREET 2: SUITE 420 CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: (630) 954-0400 MAIL ADDRESS: STREET 1: 184 SHUMAN BLVD STREET 2: SUITE 420 CITY: NAPERVILLE STATE: IL ZIP: 60563 FORMER COMPANY: FORMER CONFORMED NAME: OSHEA CHARLES M CORP DATE OF NAME CHANGE: 19670413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEED HR, LLC CENTRAL INDEX KEY: 0001557470 IRS NUMBER: 455635084 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2650 EASTPOINT PARKWAY STREET 2: SUITE 280 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5022534000 MAIL ADDRESS: STREET 1: 2650 EASTPOINT PARKWAY STREET 2: SUITE 280 CITY: LOUISVILLE STATE: KY ZIP: 40223 SC 13D/A 1 leed13d011615.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information to be Included in Statements Filed Pursuant to Rule 240.13d-1(a) and Amendments Thereto Filed Pursuant to Rule 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) General Employment Enterprises, Inc. ------------------------------------ (Name of Issuer) Common Stock, no par value ------------------------------------ (Title of Class of Securities) Common Stock, No Par Value (Title of Class of Securities) 224051102 ------------ (CUSIP Number) Michael K. Schroering 13425 Eastpoint Parkway, Suite 125 Louisville, KY 40223 502-253-4000 --------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2014 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 240.13d-1(e), 240.13d-1(f), 240.13d-1(g), check the following box [ ]. 1. Names of Reporting Persons: Michael K. Schroering 2. Check the appropriate box if a member of a group (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not applicable. See item 3 below. 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION The reporting person is a U.S. citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 191,052 8. SHARED VOTING POWER 3,347,410 9. SOLE DISPOSITIVE POWER 191,052 10. SHARED DISPOSITIVE POWER 3,347,410 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,538,462 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (1) 14. TYPE OF REPORTING PERSON IN (1) Based on 25,899,675 shares outstanding as of September 30, 2014, as stated in General Employment Enterprises, Inc.'s Form 10-K for the year then ended. 2 1. Names of Reporting Persons: LEED HR, LLC 2. Check the appropriate box if a member of a group (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not applicable. See Item 3 below. 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION The reporting person is a Kentucky Limited Liability Company NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 8. SHARED VOTING POWER 3,347,410 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 3,347,410 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,538,462 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% (1) 14. TYPE OF REPORTING PERSON OO 3 Item 1. Security and Issuer. This statement relates to the common stock, no par value (the "Shares"), of General Employment Enterprises, Inc. ("GEE"), an Illinois corporation, whose principal executive offices are located at 184 Shuman Blvd., Suite 420, Naperville, IL 60563. Item 2. Identity and Background. LEED HR, LLC ("LEED") is a Kentucky limited liability company. LEED's principal business is to hold shares of GEE. LEED sole member and manager is Michael K. Schroering. The address of LEED's principal business and principal office is 13425 Eastpoint Centre Drive, Suite 125, Louisville, KY 40223. During the last five years, LEED has not been convicted in a criminal proceeding nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction required to be disclosed herein. Michael K. Schroering is a U.S. citizen. His business address is 13425 Eastpoint Centre Drive, Suite 125, Louisville, KY 40223. Mr. Schroering is owner and President of The Schroering Company, a real estate services company located in Louisville, KY specializing in leasing, consulting and sales. The Schroering Company's address is 13425 Eastpoint Centre Drive, Suite 125, Louisville, KY 40223. During the last five years, Mr. Schroering has not been convicted in a criminal proceeding nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction required to be disclosed herein. Item 3. Source and Amount of Funds or Other Consideration. LEED acquired 3,357,410 Shares from Big Red Investments Partnership Ltd. ("Big Red") on or about August 15, 2012. As of January 15, 2015, approximately $390,000 of the purchase price remains payable by LEED to Big Red. The remainder of the Shares beneficially owned by LEED and Mr. Schroering were acquired with the personal funds of Mr. Schroering. Item 4. Purpose of Transaction. The Shares were initially acquired for investment purposes without the intent to effect any control over GEE. Subsequently, LEED and Mr. Schroering notified GEE of their intention to nominate a slate of directors to the GEE's Board of Directors. Thereafter, LEED and Mr. Schroering rescinded the notification and voted for the slate of directors nominated by GEE's nominating committee. Item 5. Interest in Securities of the Issuer. (a) Mr. Schroering beneficially owns 191,052 Shares, which constitutes approximately .076% of GEE's outstanding Shares, based on 25,899,675 Shares outstanding as of September 30, 2014 as stated in GEE's Form 10-K for the year then ended. LEED beneficially owns 3,347,410 Shares, which constitutes approximately 12.9% of GEE's outstanding Shares, based on 25,899,675 Shares outstanding as of September 30, 2014 as stated in GEE's Form 10-K for the year then ended. (b) Mr. Schroering has sole voting power and sole dispositive power over 191,052 Shares. LEED has voting and dispositive power over 3,347,410 Shares. (c) On or about December 9, 2012, LEED and Mr. Schroering borrowed $1,500,000 from FSG Bank, N.A. ("FSG"), and secured the obligation with a pledge of 12,200,000 Shares (the "Pledged Shares"). Thereafter, under the related agreements, FSG obtained a right to foreclose on the Pledged Shares. On December 31, 2014, FSG transferred its rights to the Pledged Shares to JOB2BBC, LLC and JOB GROWTH, LLC (collectively the Buyers) for $1,407,945.21, the amount of the note payable and accrued indebtedness, and released LEED and Mr. Schroering from all obligations to FSG. LEED and Mr. Schroering consented and agreed to the transfer of the Pledged Shares to Buyers. 4 (d) To the knowledge of Mr. Schroering and LEED, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D. (e) Not applicable. Item 6. Material to Be Filed as Exhibits. None. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 16, 2015 /s/ Michael K. Schroering ------------------------- Michael K. Schroering LEED HR, LLC: /s/ Michael K. Schroering ------------------------- Michael K. Schroering Manager 5