SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GE INVESTMENT PRIVATE PLACEMENT PARTNERS II LTD PARTNERSHIP

(Last)

(First)

(Middle)

3003 SUMMER ST

(Street)

STAMFORD

06904

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELEPHANT & CASTLE GROUP INC [ PUBSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/1999

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/1999		C		1,000,000	A	$1	649,860⁽¹⁾	D⁽¹³⁾
Common Stock	12/12/2001		J⁽²⁾		2,600,000	A	⁽²⁾	3,249,860	D⁽¹³⁾
Common Stock	06/12/2002		J⁽³⁾		3,000	A	⁽³⁾	3,252,860	D⁽¹³⁾
Common Stock	05/20/2003		J⁽³⁾		3,000	A	⁽³⁾	3,255,860	D⁽¹³⁾
Common Stock	04/23/2004		J⁽³⁾		3,000	A	⁽³⁾	3,258,860	D⁽¹³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Subordinated Debenture	$1⁽⁴⁾	12/03/1999		C			1,000,000	07/01/1999	12/31/2003	Common Stock	1,000,000	$0	1,000,000	D⁽¹³⁾
Convertible Subordinated Debenture	$10⁽⁵⁾	12/12/2001		J⁽⁸⁾			3,000,000	⁽⁸⁾	11/30/2005	Common Stock	0	$0	0	D⁽¹³⁾
Convertible Subordinated Debenture	$7.68⁽⁶⁾	12/12/2001		J⁽⁸⁾			2,000,000	⁽⁸⁾	11/30/2005	Common Stock	0	$0	0	D⁽¹³⁾
Convertible Subordinated Debenture	$7.68⁽⁶⁾	12/12/2001		J⁽⁸⁾			2,000,000	⁽⁸⁾	11/30/2005	Common Stock	0	$0	0	D⁽¹³⁾
Convertible Subordinated Debenture	$7.68⁽⁷⁾	12/12/2001		J⁽⁸⁾			2,000,000	⁽⁸⁾	11/30/2005	Common Stock	0	$0	0	D⁽¹³⁾
Convertible Subordinated Debenture	$1	12/12/2001		J⁽⁸⁾			1,000,000	⁽⁸⁾	12/31/2003	Common Stock	0	$0	0	D⁽¹³⁾
Senior Secured Convertible Note	$1⁽⁹⁾	12/12/2001		J⁽⁸⁾		5,000,000⁽¹⁰⁾		⁽¹⁴⁾	09/01/2005	Common Stock	5,000,000	⁽⁸⁾	5,000,000	D⁽¹³⁾
Junior Secured Convertible Note	$1⁽⁹⁾	12/12/2001		J⁽⁸⁾		5,000,000⁽¹¹⁾		⁽¹⁴⁾	09/01/2005	Common Stock	5,000,000	⁽⁸⁾	5,000,000	D⁽¹³⁾
Senior Secured Convertible Note	$1.75⁽⁹⁾	12/17/2004		J⁽¹²⁾			5,000,000⁽¹⁰⁾	⁽¹²⁾	09/01/2005	Common Stock	0	$0	0	D⁽¹³⁾
Junior Secured Convertible Note	$1.75⁽⁹⁾	12/17/2004		J⁽¹²⁾			5,000,000⁽¹¹⁾	⁽¹²⁾	09/01/2005	Common Stock	0	$0	0	D⁽¹³⁾
Warrant	$0.667⁽¹²⁾	12/17/2004		J⁽¹²⁾		1,750,000		⁽¹⁴⁾	12/17/2014	Common Stock	0	⁽¹²⁾	1,750,000	D⁽¹³⁾
Series A Convertible Preferred Stock	⁽¹⁵⁾	12/17/2004		J⁽¹²⁾		3,653,972		⁽¹⁴⁾	⁽¹⁶⁾	Common Stock	10,961,916	⁽¹²⁾	3,653,972	D⁽¹³⁾

1. Name and Address of Reporting Person^*

GE INVESTMENT PRIVATE PLACEMENT PARTNERS II LTD PARTNERSHIP

(Last)

(First)

(Middle)

3003 SUMMER ST

(Street)

STAMFORD

06904

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CO

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

W3M

(Street)

FAIRFIELD

06828

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

G E ASSET MANAGEMENT INC

(Last)

(First)

(Middle)

3003 SUMMER STREET

P O BOX 7900

(Street)

STAMFORD

06904-7900

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The number of shares reflect a 2 for 1 reverse stock split that occurred on March 23, 2000.

2. Issued to GE Investment Private Placement Partners II, a Limited Partnership ("GEIPPPII") for no additional consideration pursuant to the terms of Amended and Restated Note, Stock Purchase and Warrant Agreement dated December 12, 2001.

3. Issued to GEIPPPII for no additional consideration as non-executive director compensation for board participation.

4. Exercise price per share was reduced from $2 to $1 pursuant to renegotiation of terms in October 1999.

5. The conversion price was initially equal to $8. The conversion price was $10 prior to the exchange of the convertible subordinate debentures for the Senior Notes and the Junior Notes.

6. The conversion price was initially equal to $6. The conversion price was $7.68 prior to the exchange of the convertible subordinate debentures for the Senior Notes and the Junior Notes.

7. The conversion price was initially equal to $5. The conversion price was $7.68 prior to the exchange of the convertible subordinate debentures for the Senior Notes and the Junior Notes.

8. Pursuant to the Amended and Restated Note, Stock Purchase and Warrant Agreement dated December 12, 2001 (the "2001 Agreement") the outstanding convertible subordinate debentures in the principal amount of $10,000,000 were exchanged for the Amended and Restated Senior Secured Convertible Notes (the "Senior Notes") and the Amended and Restated Junior Secured Convertible Notes (the "Junior Notes") and GEIPPPII received from the Issuer 2,600,000 shares of Common Stock. In consideration for the new shares, the Senior Notes and the Junior Notes, GEIPPPII waived certain payment by the Issuer of accrued and unpaid interest on the convertible subordinate debentures.

9. GEIPPPII has the right to convert the notes into shares of common stock at a conversion price that increased in fixed increments at various times pursuant to the 2001 Agreement beginning at $1 and ending with a final conversion price of $1.75. The conversion price from September 1, 2004 through September 1, 2005 is $1.75.

10. The Senior Notes are subject to periodic mandatory prepayment by the Issuer. GEIPPPII received prepayments from the Issuer in the amounts of $125,000 in 2001, $525,000 in 2002 and $450,000 in 2003 reducing the outstanding balance on the Senior Notes to $3,900,000.

11. Pursuant to the 2001 Agreement, the Junior Notes will be converted into Common Stock at specified times at specified conversion prices, subject to certain financial tests of the Issuer.

12. Pursuant to the Amended and Restated Note and Stock Purchase Agreement dated December 17, 2004, GEIPPPII exchanged the Junior Note and Senior Note and waived accrued and unpaid interest on the Junior Notes and the Senior Notes in exchange for (i) a $4,203,879 note (which is not convertible) due on December 18, 2009, (ii) 3,653,972 Shares of Preferred Series A stock (convertible into Common Shares at a 1 to 3 ratio), and (iii) a Warrant for 1,750,000 shares of common stock at an exercise price of CDN 0.667 (subject to adjustment).

13. These securities are owned directly by GEIPPPII. GE Asset Management Incorporated ("GEAM") disclaims beneficial ownership of these securities, except to the extent of its pro-rata partnership interest in GEIPPPII, of which GEAM acts as a general partner. General Electric Company disclaims beneficial ownership of these securities, except to the extent of the pro-rata partnership interest of GEAM, a wholly owned subsidiary of General Electric Company, in GEIPPPII, of which GEAM acts as a general partner.

14. Immediately.

15. 3 for 1.

16. The preferred stock has no expiration date.

	GE Investment Private Placement Partners II, a Limited Partnership, By: GE Asset Management Incorporated, as General Partner, /s/ By: Michael Pastore-Vice President	01/07/2005
	** Signature of Reporting Person	Date
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