SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 GENERAL EMPLOYMENT ENTERPRISES, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 369730-10-6 (CUSIP number) Herbert F. Imhoff General Employment Enterprises, Inc. One Tower Lane Suite 2100 Oakbrook Terrace, Illinois 60181-4600 (630) 954-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 1996 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) Page 1 of 6 Pages CUSIP No. 369730-10-6 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Herbert F. Imhoff S.S. No. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 739,124 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 739,124 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27.9% 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.9% 14 TYPE OF REPORTING PERSON IN Page 3 of 6 Pages This Amendment No. 3 to the Statement on Schedule 13D is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Except as amended herein, the Schedule 13D, as amended, previously filed remains unchanged. This Amendment No. 3 is the first electronic amendment to a paper format Schedule 13D. Accordingly, pursuant to Rule 101(a)(2)(ii) of Regulation S-T, Mr. Imhoff's original Statement on Schedule 13D and Amendments No. 1 and 2 thereto are also filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively, to Amendment No. 3 in order to restate the entire text of such previously filed paper Schedule 13D and Amendments. Item 1. Security and Issuer. ------------------- This Amendment No. 3 amends the Statement on Schedule 13D and Amendments No. 1 and 2 thereto relating to the common stock, no par value (the "Shares"), of General Employment Enterprises, Inc., an Illinois corporation (the "Company") previously filed by Herbert F. Imhoff. Item 2. Source and Amount of Funds or Other Consideration. ------------------------------------------------- As disclosed in his original Schedule 13D filing, Mr. Imhoff obtained an unsecured loan in the amount of $201,500 from a bank in the ordinary course of business in connection with the Shares he acquired on July 14, 1990. As disclosed in Amendment No. 2 to the Statement on Schedule 13D, as of January 8, 1991, the outstanding Page 4 of 6 Pages balance of the loans was secured by 168,753 Shares owned by Mr. Imhoff. As of August 14, 1996, the outstanding balance of the loan was repaid in full and none of the Shares owned by Mr. Imhoff were pledged. Item 3. Interest in Securities of the Issuer. ------------------------------------ (a) As of the date hereof, Mr. Imhoff owned 739,124 Shares, representing approximately 27.9% of the 2,651,796 Shares outstanding as of December 31, 1996 (based upon the number of Shares reported outstanding in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996). (b) Mr. Imhoff has the sole power to vote and to dispose of the 739,124 Shares reflected herein. (c) Since the filing of Amendment No. 2 to the Statement on Schedule 13D, the following transactions have been effected by Mr. Imhoff: Page 5 of 6 Pages Type of Number of Price per Transaction Date Shares Share Purchase 9/13/93 88 $ 2.5625 Stock dividend 11/14/94 76,812 N/A Gift 12/29/94 6,000 N/A Stock dividend 11/3/95 87,433 N/A Option exercise 5/2/96 39,675 1.70 Sale 5/3/96 13,750 11.70 Sale 5/6/96 25,925 12.65 Sale 5/13/96 25,000 16.00 Stock dividend 11/1/96 96,798 N/A Gift 12/31/96 3,000 N/A (d)-(e) Not applicable. Item 7. Material to be filed as Exhibits. --------------------------------- 99. Statement on Schedule 13D filed by Herbert F. Imhoff dated July 14, 1990. 99.1 Amendment No. 1 to the Statement on Schedule 13D filed by Herbert F. Imhoff dated November 30, 1990. 99.2 Amendment No. 2 to the Statement on Schedule 13D filed by Herbert F. Imhoff dated January 8, 1991. Page 6 of 6 Pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 1, 1997 By: /s/ HERBERT F. IMHOFF -------------------------- Herbert F. Imhoff