-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wo8tJmOKoD3XPPbOlLQSQEvs0aT8sRllPh4ouwJXQk8lwxeEOexBjZC3HyJuU/AN 6MjcBeb0b1m+ZtJBxJA+mw== 0001072613-05-000030.txt : 20050105 0001072613-05-000030.hdr.sgml : 20050105 20050105163443 ACCESSION NUMBER: 0001072613-05-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 GROUP MEMBERS: GE INVESTMENT PRIVATE PLACEMENT PARTNERS II GROUP MEMBERS: GENERAL ELECTRIC COMPANY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: G E ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000936839 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061238874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3003 SUMMER STREET STREET 2: P O BOX 7900 CITY: STAMFORD STATE: CT ZIP: 06904-7900 BUSINESS PHONE: 2033262300 FORMER COMPANY: FORMER CONFORMED NAME: G E INVESTMENT MANAGEMENT INC DATE OF NAME CHANGE: 19950203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELEPHANT & CASTLE GROUP INC CENTRAL INDEX KEY: 0000899849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50761 FILM NUMBER: 05513046 BUSINESS ADDRESS: STREET 1: 1200 - 1190 HORNBY ST CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 BUSINESS PHONE: 6046846451 MAIL ADDRESS: STREET 1: 1200 - 1190 HORNBY ST CITY: VANCOUVER STATE: A1 ZIP: V6Z 2K5 SC 13D/A 1 sch13d-a_13183.txt SCHEDULE 13D/A - ELEPHANT & CASTLE ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) Elephant & Castle Group Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 266199-10-4 - -------------------------------------------------------------------------------- (CUSIP Number) Michael M. Pastore, GE Asset Management Incorporated, 3001 Summer Street, Stamford, Connecticut 06904 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 2004 - -------------------------------------------------------------------------------- (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 [_]. 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 information required on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). ================================================================================ ===================== ================== CUSIP NO. 266199-10-4 SCHEDULE 13D PAGE 2 OF 21 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSONS: GE Investment Private Placement Partners II, a Limited Partnership I.R.S. Identification Nos. of above persons (entities only) 06-1429671 - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (SEE INSTRUCTIONS) (B) [X] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not applicable [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 23,851,916* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 23,851,916* - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,851,916* - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not applicable [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.3% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ * The Reporting Persons have entered into an Inter-Shareholders Agreement with Crown Life Insurance ("Crown") and certain members of management ("Management") as described in Sections 5 and 6 herein. The numbers included above include the shares beneficially owned by Crown and Management, even though the Reporting Person disclaims beneficial ownership of such shares. ===================== ================== CUSIP NO. 266199-10-4 SCHEDULE 13D PAGE 3 OF 21 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSONS: GE Asset Management Incorporated, as General Partner of GE Investment Private Placement Partners II, a Limited Partnership I.R.S. Identification Nos. of above persons (entities only) 06-1238874 - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (SEE INSTRUCTIONS) (B) [X] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not applicable [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 23,851,916* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 23,851,916* - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,851,916* - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not applicable [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.3% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ * The numbers included above include the shares beneficially owned by Crown and Management, even though the Reporting Person disclaims beneficial ownership of such shares. ===================== ================== CUSIP NO. 266199-10-4 SCHEDULE 13D PAGE 4 OF 21 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSONS: General Electric Company I.R.S. Identification Nos. of above persons (entities only) 14-0689340 - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_] (SEE INSTRUCTIONS) (B) [X] - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES Disclaimed (See 11 below) ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING Disclaimed (See 11 below) ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH None - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by General Electric Company - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ Item 1. Security and Issuer. - ------ ------------------- Item 1 of the Schedule 13D (as defined below) is hereby deleted in its entirety and the following is inserted in lieu thereof: This Amendment No. 9 amends and supplements the Statement on Schedule 13D filed by GE Investment Private Placement Partners II, a Limited Partnership, a Delaware limited partnership (the "Partnership"), GE Asset Management Incorporated (formerly known as GE Investment Management Incorporated), a Delaware corporation and a wholly-owned subsidiary of General Electric Company ("GEAM") and General Electric Company, a New York corporation ("GE") (collectively, the "Reporting Persons") with the Securities and Exchange Commission on November 30, 1995, as amended pursuant to Amendment No. 1 thereto filed on March 14, 1997, Amendment No. 2 thereto filed on November 6, 1997, Amendment No. 3 thereto filed on June 24, 1998, Amendment No. 4 thereto filed on December 22, 1998, and Amendment No. 5 thereto filed on February 23, 1999, Amendment No. 6 thereto filed on April 19, 2001, Amendment No. 7 thereto filed on April 19, 2002 and Amendment No. 8 filed thereto on October 3, 2002 (as amended, the "Schedule 13D"), relating to common stock, no par value per share (the "Common Stock") of Elephant & Castle Group Inc. (the "Issuer"), having its principal offices at Suite 1200, 1190 Hornby Street, Vancouver, BC V6Z 2K5 Canada. Capitalized terms used herein shall have the meanings given to them in the Schedule 13D and the Agreement (as defined below) or in the Note, Stock Purchase and Warrant Agreement dated as of January 1, 1999. The Reporting Persons have entered into a Joint Filing Agreement, dated January 3, 2005, attached hereto as Schedule I. Item 2. Identity and Background. - ------ ----------------------- Paragraph 2 of Item 2 of the Schedule 13D is hereby deleted in its entirety and the following paragraph is inserted in lieu thereof: "The address of the principal offices of the Partnership and GEAM is 3001 Summer Street, Stamford, Connecticut 06904. The address of the principal offices of General Electric Company is 3135 Easton Turnpike, Fairfield CT 06828." Paragraph 5 of Item 2 of Schedule 13D is hereby deleted in its entirety and the following paragraph is inserted in lieu thereof: "All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedule II and III are United States citizens, except that Claudio X. Gonzalez, a director of GE, is a citizen of Mexico, Andrea Jung, a director of GE, is a citizen of Canada, Yoshiaki Fujimori, an executive officer of GE, is a citizen of Japan, Ferdinando Beccalli, an executive officer of GE, is a citizen of Italy, Sir William Castell, an executive officer of GE, is a citizen of the United Kingdom and Shane Fitzsimons, an executive officer of GE, is a citizen of Ireland." PAGE 5 OF 21 PAGES Item 3. Source and Amount of Funds and Other Consideration. - ------ -------------------------------------------------- The last sentence of Item 3 of the Schedule 13D is hereby deleted in its entirety and the following sentence is inserted in lieu thereof: "Copies of the amendments to the Security Agreements were attached as Exhibits II and IV to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons in April 2002." Item 3 of the Schedule 13D is hereby further amended by inserting the following new paragraphs immediately at the end thereof: "On December 17, 2004, the Issuer and the Partnership entered into an Amended and Restated Note and Stock Purchase Agreement (the "2004 Agreement") which amended and restated the 2001 Agreement. A copy of the 2004 Agreement is attached hereto as Exhibit I. Pursuant to the 2004 Agreement, (i) the Senior Notes were amended and restated and the Senior Secured 14% Notes in the principal amount of $4,203,879, dated December 17, 2004 and maturing on December 18, 2009 (the "New Senior Notes"), (ii) the Partnership received from the Issuer 3,653,972 Preferred Shares, Series A ("Preferred Shares") and (iii) the Partnership received from the issuer a warrant to purchase 1,750,000 shares of Common Stock exercisable until December 17, 2014 for an exercise price of CDN$0.667 (the "New Warrant"). In consideration for the foregoing, the Partnership surrendered its Junior Notes and has waived the payment by the Issuer of all accrued and unpaid interest on the Senior Notes and Junior Notes through December 17, 2004, in the aggregate amount equal to $1,208,811. The powers, rights and privileges of the holders of the Preferred Shares are described in the Issuer's Special Rights and Restrictions Attached to the Preferred Shares, Series A ("Preferred Rights"), attached as Exhibit II hereto. Each Preferred Share is convertible, on 20 days notice, into shares of Common Stock, subject to restrictions described below, at a one-to-three rate, with certain anti-dilution protections as more fully described in the Preferred Rights, (i) at the option of the holder or (ii) by the Issuer, if the Issuer reaches certain EBITDA targets and the Issuer will convert all outstanding Preferred Shares. The powers, rights and privileges of the holders of the New Warrants are described in the Form of Warrant attached as Exhibit III hereto. The Warrants are exercisable at any time for a purchase price of CDN$0.667 per Common Share and expires on December 17, 2014, with certain anti-dilution protections as more fully described in the New Warrants. In connection with the transactions described above, the Partnership and the Issuer amended the Security Agreements to secure the aggregate principal amount of the New Senior Notes. Copies of the amendments to the Security Agreements are attached hereto as Exhibits IV and V." Item 4. Purpose of Transaction. - ------ ---------------------- Item 4(a) of Schedule 13D is hereby amended by deleting paragraph 10 thereof and by inserting the following new paragraphs in lieu thereof to read in their entirety as follows: "In December 2004, the Partnership received from the Issuer, in exchange for the 2001 Notes the New Senior Notes, the Preferred Shares and the New Warrant." PAGE 6 OF 21 PAGES Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Items 5(a) and 5(b) of the Schedule 13D are hereby deleted in their entirety and the following is inserted in lieu thereof: (a) The Partnership and GEAM beneficially own 15,970,776 shares of Common Stock, representing 88.93% of the shares of such class that would be outstanding including (i) 3,258,860 shares of Common Stock, (ii) 10,961,916 shares of Common Stock upon the conversion of all the Partnership's Preferred Shares and (iii) 1,750,000 shares of Common Stock upon the exercise of all the outstanding New Warrants. If all of the Reporting Persons' Common Stock were aggregated with Common Stock owned by Crown and Management (as each is defined in Item 6, and collectively, the "Group"), the Group would beneficially own 23,851,916 shares of Common Stock representing 92.3% of the Common Stock that would be outstanding upon the exercise of Crown's and Management's warrants for Preferred Shares and Common Stock including (i) 7,341,028 shares of Common Stock of the Group (ii) 14,615,888 shares of Common Stock upon the conversion of all the Group's Preferred Shares and (iii) 1,750,000 shares of Common Stock upon the exercise of all the outstanding New Warrants. Pursuant to the Settlement Agreement, the Partnership and GEAM have the right to vote 570,375 shares of Common Stock owned by Barnett on any election for directors in favor of nominees selected by the Board of Directors, subject to an obligation to vote for Barnett's election or under certain circumstances, in the event of his death, his executor. The Reporting Persons disclaim the beneficial ownership of all the shares subject to the Settlement Agreement. (b) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the power to vote or to direct the vote or to dispose or direct the disposition of any of the securities which they may be deemed to beneficially own. The Reporting Persons disclaim any voting or dispositive power over the shares beneficially owned by Crown or Management." Item 6. Contracts, Arrangements, Understandings or Relations with Respect to - ------ -------------------------------------------------------------------- Securities of the Issuer. ------------------------ The last paragraph of Item 6 of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: "Pursuant to the 2004 Agreement, so long as the Partnership shall be the beneficial owner, in the aggregate, of at least 25% of the Common Stock owned on a fully diluted basis, the Issuer (a) will nominate and recommend as candidates for election to the Board of Directors of the Issuer at least two (2) persons designated by the General Partner of the Partnership and (b) will not increase the size of the Board of Directors of the Issuer without the consent of the General Partner of the Partnership. If at any time any such designated Person(s) is not a member of the Board of Directors of the Issuer, (i) the Issuer will notify such designated Person(s), concurrently with notice given to members of the Board of Directors of the Issuer, of all meetings of the Board of PAGE 7 OF 21 PAGES Directors, and, as soon as available, will provide to such designated Person(s) all reports, financial statements or other information distributed to the Board of Directors of the Issuer, (ii) the Issuer will permit such designated Person(s) to attend all such meetings of the Board of Directors as an observer and to participate as an elected member with all rights of an elected member, voting excepted and (iii) the Issuer will permit the General Partner of the Partnership, or any Person(s) designated by such General Partner in writing to be a Person(s) acting on its behalf, at the Issuer's expense, to visit and inspect any of the properties of the Issuer and its subsidiaries and to discuss the affairs, finances and accounts of the Issuer and its subsidiaries with the principal officers and the auditors of the Issuer, all at such reasonable times during business hours and as often as such General Partner may reasonably request. Pursuant to that certain Inter-Shareholders Agreement, dated as of December 17, 2004 (the "Inter-Shareholders Agreement"), among the Issuer, the Partnership, Crown Life Insurance ("Crown") and certain members of management of the Issuer ("Management"), attached as Exhibit VI hereto, each of the Partnership, Crown and the Management agreed to vote its Common Stock in favor of (i) two nominees of the Partnership to the Board of Directors of the Issuer provided the Partnership holds at least 20% of the Common Stock (on a fully diluted basis) or one nominee if the Partnership holds less than 20% but more than 10% of the Common Stock (on a fully diluted basis), (ii) one nominee of Crown to the Board of Directors provided that Crown holds at least 10% of the shares of the Issuer (on an undiluted basis, assuming Crown has exercised all of its warrants) and (iii) Richard Bryant or his nominee to the Board of Directors, provided that he continues to be the president and chief executive officer of the Issuer. The Reporting Persons expressly disclaim that they are members of a "group" with Crown and Management. The Inter-Shareholders Agreement restricts the ability of any member of the Group to transfer their shares in the Issuer. If the Partnership intends to sell any shares of the Issuer to a third party in a private transaction, Crown and Management will have the right to participate in such sale. If the Partnership receives an offer from a third party to purchase all of its shares of the Issuer, Crown and Management would be required to sell their shares to such third party purchaser. If any party to the Inter-Shareholder Agreement seeks to sell its shares other than on the open market or when there is an unsolicited offer to buy such shares, such party is obligated to deliver to the other parties an invitation to make a first offer for such party's shares. In addition, the Issuer agrees to give the parties to the Inter-Shareholder Agreement a pre-emptive right on any issuance of Common Stock of the Issuer. Further details concerning the rights and obligations of Partnership, Crown, Management and the Issuer can be found in the body of the Inter-Shareholders Agreement. Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Partnership, GEAM, or GE or, to the best of their knowledge, any executive officer or director of any of them and any other person with respect to any securities of the Issuer, including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of parcels." PAGE 8 OF 21 PAGES Item 7. Material to Be Filed as Exhibits. - ------ -------------------------------- Item 7 of Schedule 13D is hereby deleted in its entirety and the following is inserted thereof: "Exhibit I The Amended and Restated Note and Stock Purchase Agreement, dated December 17, 2004 between the Issuer and the Partnership. Exhibit II Issuer's Special Rights and Restrictions Attached to the Preferred Shares, Series A. Exhibit III Form of Warrant of Issuer issued on December 17, 2004. Exhibit IV Amendment No. 2, dated December 17, 2004, to Security Agreement (US), dated as of October 6, 1999, and amended as of December 12, 2001, among the Issuer, Elephant & Castle, Inc., Alamo Grill, Inc., Elephant and Castle of Pennsylvania, Inc., E&C Pub, Inc., Massachusetts Elephant & Castle Group, Inc., Elephant & Castle International, Inc. and the Partnership. Exhibit V Modification Agreement - Second Amendment, dated December 17, 2004, to the Security Agreement (Canada), dated October 6,1999 and amended December 12, 2001, among the Issuer, Elephant and Castle Canada Inc. and the Partnership. Exhibit VI The Inter-Shareholders Agreement, dated as of December 17, 2004, among the Issuer, the Partnership, Crown and Management. The Note, Stock Purchase and Warrant Agreement, dated November 30, 1995, and Amendments thereof, dated May 31, 1996, and March 14, 1997, respectively, between the Issuer and the Partnership was attached as Exhibit I to the Amendment No. 1 dated March 14, 1997, to Schedule 13D filed by the Reporting Persons on March 14, 1997, and is incorporated herein by reference. Amendment No. 3, dated October 17, 1997, to the Note, Stock Purchase and Warrant Agreement, dated November 30, 1995 (as amended) was attached as Exhibit I to the Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on November 6, 1997 and is incorporated herein by reference. Amendment No. 4 dated December 8, 1998, to the Note, Stock Purchase and Warrant Agreement, dated November 30, 1995 (as amended) was attached as Exhibit I to the Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on December 22, 1997 and is incorporated herein by reference. Note Agreement dated December 8, 1998, between the Issuer and the Partnership was attached as Exhibit II to the Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on December 22, 1997 and is incorporated herein by reference. Side Letter Agreement, dated as of March 12, 1997, between the Partnership and the Issuer was attached as Exhibit II to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on March 14, 1997, and is incorporated herein by reference. Note, Stock Purchase and Warrant Agreement dated as of January 1, 1999, between the Issuer and the Partnership was attached as Exhibit I to the Amendment No. 5 to the PAGE 9 OF 21 PAGES Schedule 13D filed by the Reporting Persons on February 23, 1999 and is incorporated herein by reference. Voting Trust Agreement made effective as of July 16, 1999, among Jeffrey M. Barnett, Jephco Holdings, Barnesco Holdings Ltd., the Partnership and GEAM was attached as Exhibit I to the Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on April 19, 2001 and is incorporated by reference herein. Security Agreement dated as of October 6, 1999, among the Partnership, the Issuer and certain subsidiaries of the Issuer signatories thereto was attached as Exhibit II to the Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on April 19, 2001 and is incorporated by reference herein. Amended and Restated Note, Stock Purchase and Warrant Agreement, dated December 12, 2001, between the Issuer and the Partnership was attached as Exhibit I to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein. Amendment No. 1, dated December 12, 2001, to the Security Agreement (US), dated October 6, 1999, among the Issuer, Elephant & Castle, Inc., Alamo Grill, Inc., Elephant and Castle of Pennsylvania, Inc., E&C Pub, Inc., Massachusetts Elephant & Castle Group, Inc. and Elephant & Castle International, Inc. was attached as Exhibit II to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein. Security Agreement (Canada), dated October 6,1999, among the Issuer, Elephant and Castle Canada Inc. and the Partnership was attached as Exhibit III to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein. Amendment No. 1, dated December 12, 2001, to the Security Agreement (Canada), dated October 6,1999, among the Issuer, Elephant and Castle Canada Inc. and the Partnership was attached as Exhibit IV to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein." SCHEDULE I, II AND III. Schedules I, II and III to the Schedule 13D are hereby amended and restated in their entirety as set forth in the revised versions thereof attached hereto. PAGE 10 OF 21 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. GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE Asset Management Incorporated, Its General Partner By: /s/ Michael M. Pastore -------------------------------- Name: Michael M. Pastore Title: Vice President Dated: January 3, 2005 PAGE 11 OF 21 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. GENERAL ELECTRIC COMPANY By: /s/ John. H. Myers -------------------------------- Name: John H. Myers Title: Vice President Dated: January 3, 2005 PAGE 12 OF 21 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. GE ASSET MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore -------------------------------- Name: Michael M. Pastore Title: Vice President Dated: January 3, 2005 PAGE 13 OF 21 PAGES Schedule I ---------- JOINT FILING AGREEMENT ---------------------- The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to Common Stock of Elephant & Castle Group Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Section 13-d-1(f) on behalf of each such person. Dated: January 3, 2005 GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE Asset Management Incorporated, Its General Partner By: /s/ Michael M. Pastore ---------------------------------------- Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC COMPANY By: /s/ John. H. Myers ---------------------------------------- Name: John H. Myers Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore ---------------------------------------- Name: Michael M. Pastore Title: Vice President PAGE 14 OF 21 PAGES Schedule II ----------- GE ASSET MANAGEMENT INCORPORATED The business address of each of the persons listed below is 3001 Summer Street, Stamford, Connecticut 06904. Name Present Principal Occupation - ---- ---------------------------- David B. Carlson Director and Executive Vice President of GEAM and Trustee of GEPT Michael J. Cosgrove Director and Executive Vice President of GEAM and Trustee of GEPT Pamela K. Halligan Director and Vice President of GEAM Kathryn D. Karlic Director and Executive Vice President of GEAM Ralph R. Layman Director and Executive Vice President of GEAM and Trustee of GEPT Alan M. Lewis Director and Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT Robert A. MacDougall Director and Executive Vice President of GEAM and Trustee of GEPT John H. Myers Director and Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT Anthony J. Sirabella Director and Senior Vice President - Chief Information Officer of GEAM Donald W. Torey Director and Executive Vice President of GEAM and Trustee of GEPT John J. Walker Director and Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT Citizenship of all Named Persons -------------------------------- U.S.A. PAGE 15 OF 21 PAGES Schedule III ------------ GENERAL ELECTRIC COMPANY The names and principal occupations of the Directors of General Electric Company are as follows:
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.I. Cash, Jr. General Electric Company Former Professor of Business 3135 Easton Turnpike Administration-Graduate Fairfield, CT 06828 School of Business Administration, Harvard University Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Electric Chalfont St. Giles Company; President and CEO, HP8 4SP Great Britain GE Healthcare D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06828 Electric Company; Chairman, General Electric Capital Services, Inc. A.M. Fudge Young & Rubicam, Inc. Chairman and Chief Executive 285 Madison Avenue Officer, New York, NY 10017 Young & Rubicam, Inc. C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico J.R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06828 Officer, General Electric Company A. Jung Avon Products, Inc. Chairman and Chief 1345 Avenue of the Americas Executive Officer, New York, NY 10105 Avon Products, Inc. A.G. Lafley The Procter & Gamble Company Chairman of the Board, President 1 Procter & Gamble Plaza and Chief Executive Cincinnati, OH 45202-3315 The Procter & Gamble Company PAGE 16 OF 21 PAGES K.G. Langone Invemed Associates, Inc. Chairman, President and Chief 375 Park Avenue Executive Officer, New York, NY 10152 Invemed Associates, Inc. R.S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer Suite 200 New Brunswick, NJ 08901 R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer New York, NY 10019-7316 S. Nunn Sam Nunn School of Retired Partner International Affairs King & Spalding Georgia Institute of Technology 781 Marietta Street, N.W. Atlanta, Georgia 30318 R.S. Penske Penske Corporation Chairman of the Board and 2555 Telegraph Road President, Penske Corporation Bloomfield Hills, MI 48302-0954 R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean Cornell University and Professor of Accounting 207 Sage Hall Ithaca, NY 14853-6201 D.A. Warner III J. P. Morgan Chase & Co., Former Chairman of the Board The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York 345 Park Avenue New York, NY 10154 R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General Electric New York, NY 10112 Company; Chairman and Chief Executive Officer, NBC Universal, Inc.
Citizenship ----------- Sir William Castell United Kingdom C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. PAGE 17 OF 21 PAGES The names and principal occupations of the officers of General Electric Company are as follows:
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.R. Immelt General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06828 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06828 F. Beccalli General Electric Company Senior Vice President - GE Europe 3135 Easton Turnpike Fairfield, CT 06828 C.T. Begley General Electric Company Vice President - GE Rail 2901 East Lake Road Erie, PA 16531 D.L. Calhoun General Electric Company Senior Vice President - 1 Neumann Way GE Transportation Cincinnati, OH 05215 J.P. Campbell General Electric Company Senior Vice President - Appliance Park GE Consumer & Industrial Louisville, KY 40225 W.H. Cary General Electric Company Vice President - 3135 Easton Turnpike Investor Communications Fairfield, CT 06828 K.A. Cassidy General Electric Company Vice President and GE Treasurer 201 High Ridge Road Stamford, CT 06905-3417 Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Electric Chalfont St. Giles Company; President and CEO, HP8 4SP Great Britain GE Healthcare W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 PAGE 18 OF 21 PAGES P. Daley General Electric Company Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06828 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06828 Company; Chairman, General Electric Capital Services, Inc. B.B. Denniston III General Electric Company Vice President and General Counsel 3135 Easton Turnpike Fairfield, CT 06828 S.C. Donnelly General Electric Company Senior Vice President - One Research Circle GE Global Research Niskayuna, NY 12309 S. Fitzsimons General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06828 and Analysis Y. Fujimori General Electric Company Senior Vice President - GE Asia 21 Mita 1-chome Meguro-ku 3d Floor Alto Tokyo, Japan 153-0062 A.H. Harper General Electric Company Senior Vice President - 260 Long Ridge Road GE Equipment Management Stamford, CT 06927 B.W. Heineman, Jr. General Electric Company Senior Vice President - Law 3135 Easton Turnpike and Public Affairs Fairfield, CT 06828 J.M. Hogan General Electric Company Senior Vice President - P.O. Box 414 GE Healthcare Milwaukee, WI 53201 J. Krenicki General Electric Company Senior Vice President - 1 Plastics Avenue GE Advanced Materials Pittsfield, MA 01201 M.A. Neal General Electric Company Senior Vice President - 260 Long Ridge Road GE Commercial Finance Stamford, CT 06927 PAGE 19 OF 21 PAGES D.R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 J.A. Parke General Electric Company Senior Vice President - 260 Long Ridge Road General Electric Company Stamford, CT 06927 Vice Chairman, GE Capital Corporation R.R. Pressman General Electric Company Senior Vice President - 5200 Metcalf Avenue Employers Reinsurance Corporation Overland Park, KS 66201 G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06828 J.G. Rice General Electric Company Senior Vice President - 4200 Wildwood Parkway GE Energy Atlanta, GA 30339 K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06828 L.G. Trotter General Electric Company Senior Vice President - Appliance Park GE Consumer and Industrial Louisville, KY 40225 W.A. Woodburn General Electric Company Senior Vice President - 187 Danbury Road GE Infrastructure Wilton, CT 06897 R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc.
Citizenship ----------- Ferdinando Beccalli Italy Sir William Castell U.K. Shane Fitzsimons Ireland Yoshiaki Fujimori Japan All Others U.S.A. PAGE 20 OF 21 PAGES INDEX OF EXHIBITS ----------------- The following exhibits are incorporated by reference herein as indicate below: EXHIBIT NUMBER DESCRIPTION - ------ ----------- I The Amended and Restated Note and Stock Purchase Agreement, dated December 17, 2004 between the Issuer and the Partnership (incorporated by reference to Exhibit 10.1 to Issuer's Current Report on Form 8-K dated December 23, 2004 (the "Form 8-K")). II Issuer's Special Rights and Restrictions Attached to the Preferred Shares, Series A (incorporated by reference to Exhibit 10.6 of the Form 8-K). VI The Inter-Shareholders Agreement, dated as of December 17, 2004, among the Issuer, the Partnership, Crown and Management (incorporated by reference to Exhibit 10.5 of the Form 8-K). PAGE 21 OF 21 PAGES EX-99.II 2 ex99ii_13183.txt WARRANT EXHIBIT II ---------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE RULES AND REGULATIONS THEREUNDER. THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE RESTRICTIONS SET FORTH IN PARAGRAPH 11 OF THAT CERTAIN AMENDED AND RESTATED NOTE AND STOCK PURCHASE AGREEMENT DATED DECEMBER 17, 2004, BETWEEN ELEPHANT & CASTLE GROUP INC. AND GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF ELEPHANT AND CASTLE GROUP INC., AND SUCH SECURITIES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID PARAGRAPH 11 OF SAID AMENDED AND RESTATED NOTE AND STOCK PURCHASE AGREEMENT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 18, 2005. ELEPHANT & CASTLE GROUP INC. WARRANT December 17, 2004 Elephant & Castle Group, Inc., a corporation organized under the laws of the Province of British Columbia (the "Company"), hereby agrees that, for value received, General Electric Investment Private Placement Partners II, a Limited Partnership ("GEIPPP II") or its assigns, is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and prior to the expiration of ten (10) years from the date hereof, 1,750,000 shares of the common stock of the Company (the "Common Stock"), at an exercise price of CDN$0.667 which exercise price is subject to adjustment as provided herein. Terms not otherwise defined herein shall have the meaning ascribed in that certain Amended and Restated Note and Stock Purchase Agreement by and between GEIPPP II and the Company dated as of December 17, 2004. 1. EXERCISE OF WARRANT. The purchase rights granted by this Warrant shall be exercised by surrendering this Warrant with the form of exercise attached hereto duly executed by such holder, to the Company at its principal office, accompanied by payment, in cash or by cashier's check payable to the order of the Company of the purchase price payable in respect of the Common Stock being purchased. If less than all of the Common Stock purchasable hereunder is purchased, the Company will, upon such exercise, execute and deliver to the holder hereof a new Warrant (dated the date hereof) evidencing the number of shares of Common Stock not so purchased. As soon as practical after the exercise of this Warrant and payment of the purchase price, the Company will cause to be issued in the name of and delivered to the bolder hereof, or as such holder may direct, a certificate or certificates representing the shares purchased upon such exercise. 2. ANTIDILUTION ADJUSTMENTS. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and each share of Common Stock purchasable upon exercise of this Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination or dividend payable in Common Stock. No fractional shares of Common Stock are to be issued upon the exercise of the Warrant. 1 In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger or sale, the holder had held the number of shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and: (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred. 3. TRANSFERABILITY. Prior to making any transfer of the Warrant or of any Common Stock purchased upon exercise of the Warrant, the holder will give written notice to the Company describing briefly the manner of any such proposed transfer. The holder will not make any such transfer until (i) the Company has notified it that, in the opinion of its counsel, registration under the Securities Act of 1933, as amended (the "Act") is not required with respect to such transfer, or (ii) a registration statement covering the proposed distribution has been filed by the Company and has become effective. The holder will then make any disposition only pursuant to the conditions of such opinion or registration. The Company agrees that, upon receipt of written notice from the holder hereof with respect to such proposed distribution, it will use its best efforts, in consultation with the holder's counsel, to ascertain as promptly as possible whether or not registration is required, and will advise the holder promptly with respect thereto, and the holder will cooperate in providing the Company with information necessary to make such determination. 4. REGISTRATION RIGHTS. (a) "Piggyback" Registration Rights. If, at any time after the date hereof and prior to the expiration of one (1) year from the date hereof, the Company shall propose to file any registration statement under the Act covering a public offering of the Company's Common Stock and permitting the inclusion of shares of selling shareholders, it will notify the holder hereof at least thirty (30) days prior to each such filing and will include in the registration statement (to the extent permitted by applicable regulation) the Common Stock purchased by the holder or purchasable by the holder upon the exercise of the Warrant to the extent requested by the holder hereof. Notwithstanding the foregoing, the number of shares of the holders of the Warrants proposed to be registered shall thereby be reduced pro rata with any other selling shareholder (other than the Company) upon the request of the managing underwriter of such offering subject to the prior rights of any other selling shareholders that give it first priority in any such registration. If the registration statement or offering statement filed pursuant to such forty-five (45) day notice has not become effective within six months following the date such notice is given to the holder hereof, the Company must again notify such holder in the manner provided above. 2 (b) Other. (i) All expenses of any such registrations referred to in this Section 4, except the fees of counsel to such holders and underwriting commissions or discounts, shall be borne by the Company. (ii) The Company will mail to the holder hereof, at the last known post office address, written notice of any exercise of the rights granted under this Section 4, by certified or registered mail, return receipt requested, and each holder shall have thirty (30) days from the date of deposit of such notice in the U.S. Mail to notify the Company in writing whether such holder wishes to join in such exercise. (iii) The Company will furnish the holder hereof with a reasonable number of copies of any prospectus included in such filings and will amend or supplement the same as required during the period of required use thereof. The Company will maintain the effectiveness of any shelf registration statement or the offering statement filed by the Company, whether or not at the request of the holder hereof, for at least six (6) months following the effective date thereof. (iv) In the case of the filing of any registration statement, and to the extent permissible under the Act and controlling precedent thereunder, the Company and the holder hereof shall provide cross indemnification agreements to each other in customary scope covering the accuracy and completeness of the information furnished by each. (v) The holder of the Warrant agrees to cooperate with the Company in the preparation and filing of any such registration statement or offering statement, and in the furnishing of information concerning the bolder for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under the Act as to any proposed distribution. (vi) The Company shall have no obligation under this Section 4 to register any of the shares of the holders if in accordance with Rule 144, promulgated under the Act, the holder may sell all his shares of common stock obtained upon an exercise of this Warrant within ninety (90) days immediately following the request for registration. 5. NOTICES. The Company shall mail to the registered holder of the Warrant, at its last known post office address appearing on the books of the Company, not less than fifteen (15) days prior to the date on which (a) a record will be taken for the purpose of determining the holders of Common Stock entitled to dividends (other than cash dividends) or subscription rights, or (b) a record will be taken (or in lieu thereof the transfer books will be closed) for the purpose of determining the holders of Common Stock entitled to notice of and to vote at a meeting of stockholders at which any capital reorganization, reclassification of shares of Common Stock, consolidation, merger, dissolution, liquidation, winding up or sale of substantially all of the Company's assets, shall be considered and acted upon. 6. RESERVATION OF COMMON STOCK. A number of shares of Common Stock sufficient to provide for the exercise of the Warrant upon the basis herein set forth shall at all times be reserved for the exercise thereof. 7. MISCELLANEOUS. Whenever reference is made herein to the issue or sale of shares of Common Stock, the term "COMMON STOCK" shall include any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. 3 Upon written request of the holder of this Warrant, the Company will promptly provide such holder with a then current written list of the names and addresses of all holders of warrants originally issued under the terms of, and concurrent with, this Warrant. The representations, warranties and agreements herein contained shall survive the exercise of this Warrant. References to the "holder of" include the immediate holder of shares purchased on the exercise of this Warrant, and the word "holder" shall include the plural thereof. This Warrant shall be interpreted under the laws of the State of New York. All shares of Common Stock or other securities issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company will pay all taxes in respect of the issuer thereof. Notwithstanding anything contained herein to the contrary, the Holder of this Warrant shall not be deemed a stockholder (including, no right to vote on any matters coming, before the shareholders) of the Company for any purpose whatsoever until and unless this Warrant is duly exercised. IN WITNESS WHEREOF, this Warrant has been duly executed by Elephant & Castle Group Inc. this 17th day of December, 2004. ELEPHANT & CASTLE GROUP INC. Per: ------------------------ Authorized Signatory 4 WARRANT EXERCISE FORM To be signed only upon exercise of Warrant The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _____________ of the shares of Common Stock of Elephant & Castle Group Inc. to which such Warrant relates and herewith makes payment of $__________ therefor in cash or by certified check, and requests that such shares be issued and be delivered to, the address for which is set forth below the signature of the undersigned. Dated: ____________________ - -------------------------- ------------------------------ (Taxpayer's I.D. Number) (Signature) ------------------------------ ------------------------------ (Address) ___________________________ ASSIGNMENT FORM To be signed only upon authorized transfer of Warrant FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ________________________ the right to purchase shares of Common Stock of Elephant & Castle Group Inc. to which the within Warrant relates and appoints ______________________ attorney, to transfer said right on the books of Elephant & Castle Group Inc. with full power of substitution in the premises. Dated: ____________________ ------------------------------ (Signature) ------------------------------ ------------------------------ (Address) 5 EX-99.IV 3 ex99iv_13183.txt SECURITY AGREEMENT EXHIBIT IV ---------- AMENDMENT NO. 2 TO SECURITY AGREEMENT ------------------ dated as of December 17, 2004 THIS AMENDMENT NO. 2 dated as of December 17, 2004 (this "Amendment") to the Security Agreement (as defined below) is entered into among Elephant & Castle Group Inc. (the "Company") and its Subsidiaries signatories hereto (the "Subsidiaries") and GE Investment Private Placement Partners II, a Limited Partnership ("GEIPPPII"). W I T N E S S E T H: ------------------- WHEREAS, the Company and GEIPPPII desire to amend and restate that certain Note, Stock Purchase and Warrant Agreement dated as of November 30, 1995 and amended as of December 12, 2001 (as amended, the "Agreement"); WHEREAS, in connection with amendment and restatement of the Agreement, the Company, the Subsidiaries and GEIPPPII desire to amend that certain Security Agreement (US) dated as of October 6, 1999 and amended as of December 12, 2001 (the "Security Agreement"); WHEREAS, capitalized terms unless otherwise defined herein shall have the meaning attributed thereto in the Security Agreement; WHEREAS, it is a condition to GEIPPPII's entering into the Agreement that the Company, the Subsidiaries and GEIPPPII execute this Amendment; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Subsidiaries and GEIPPPII hereby agree as follows: 1. Amendment. (a) Recitals to the Security Agreement are hereby deleted in their entirety and the following recitals are inserted in lieu thereof: "WHEREAS, the Debtor and the Secured Party have decided to amend and restate that certain Note, Stock Purchase and Warrant Agreement dated November 30, 1995 and amended as of December 12, 2001 (as amended and restated, the "Note and Stock Purchase Agreement") and, pursuant to the Note and Stock Purchase Agreement, the Debtor has executed and delivered to the Secured Party New Restated and Amended Senior Secured Notes in the principal amount of $4,203,879 (the "Notes"). Terms used herein not otherwise defined shall have the meaning ascribed thereto in the Note and Stock Purchase Agreement. 1 WHEREAS, the Secured Party and the Debtor desire to continue the security interest in the Collateral in full force and effect as security for the repayment of the Notes." (b) Section 2.1 of the Security Agreement is hereby amended by adding the following paragraph immediately at the end thereof: "In consideration of the continuation of the Security Interest hereunder and continuation of the security interest granted pursuant to the Canadian Documents, the Secured Party hereby waives and forgives unpaid interest on (i) the Amended and Restated Senior Secured Convertible Notes due September 1, 2005 in the aggregate principal amount, as of the date hereof, of $5,000,000 and (ii) the Amended and Restated Junior Secured Convertible Notes due September 1, 2005 in the aggregate principal amount, as of the date hereof, of $5,000,000, in the aggregate amount equal $1,208,811. (c) Section 2.2 of the Security Agreement is hereby deleted in its entirety and the following new Section 2.2 is hereby inserted in lieu thereof: "2.2 This Agreement is being executed and delivered to secure, and the Security Interests herein granted shall secure: (a) full payment and performance of all of the indebtedness and obligations owing to the Secured Party by the Debtor under the Note and Stock Purchase Agreement and the Notes, whether for principal, interest, costs, fees, expenses or otherwise, (b) all covenants of the Debtor and the Subsidiaries under this Agreement and all covenants, obligations and conditions to be performed by the Debtor and the Subsidiaries under the Note and Stock Purchase Agreement, in each case including all renewals, extensions and modifications thereof, and (c) all reasonable costs and expenses incurred by the Secured Party in collecting the indebtedness evidenced by the Notes or otherwise enforcing its rights under this Agreement, the Note and Stock Purchase Agreement or the Notes, including without limitation, reasonable attorneys' fees. All of such debts, indebtedness, liabilities, covenants, and duties referred to in (a), (b) and (c) of this Section 2.2 are hereinafter collectively referred to as the "Secured Obligations"." 2. Conditions Precedent. GEIPPPII's obligation to enter into this Amendment is subject to satisfaction, on or prior to the date hereof, of the following conditions: (a) GEIPPPII and the Company shall have entered into the Agreement; and (b) The Security Agreement (Canada) among the Company, Elephant and Castle Canada Inc. and GEIPPPII dated as of October 6, 1999 and amended as of December 12, 2001 and documents related thereto shall have been amended as provided in the Agreement. 2 3. Reconfirmation. The Company and GEIPPPII hereby reconfirm their rights and obligations under the Security Agreement as amended and restated hereby. 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. 5. Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the Company, the Subsidiaries and GEIPPPII have each caused this Amendment to be duly executed and delivered as of the day and year first above written. GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, a LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ David W. Wiederecht --------------------------------------------- Name: David W. Wiederecht Title: Vice President ELEPHANT & CASTLE GROUP INC. By: /s/ Richard Bryant --------------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer ELEPHANT & CASTLE, INC. By: /s/ Richard Bryant --------------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer 3 ELEPHANT AND CASTLE OF PENNSYLVANIA, INC. By: /s/ Richard Bryant ----------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer E & C PUB, INC. By: /s/ Richard Bryant ----------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer MASSACHUSETTS ELEPHANT & CASTLE GROUP, INC. By: /s/ Richard Bryant ----------------------------------------- Name: Richard Bryant Title: President and Treasurer ELEPHANT & CASTLE INTERNATIONAL, INC. By: /s/ Richard Bryant ----------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer 4 EX-99.V 4 ex99v_13183.txt MODIFICATION AGREEMENT EXHIBIT V --------- MODIFICATION AGREEMENT ---------------------- (Second Amendment to Security Agreement (Canadian)) THIS MODIFICATION AGREEMENT is dated for reference December 17, 2004 AMONG: ELEPHANT & CASTLE GROUP INC. (the "Debtor") AND: THE ELEPHANT AND CASTLE CANADA INC. (the "Subsidiary") AND: GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP (the "Secured Party") WHEREAS: A. The Debtor, the Subsidiary and the Secured Party have agreed to amend and restate that certain Amended and Restated Note, Stock Purchase and Warrant Agreement dated as of December 12, 2001 pursuant to the agreement entitled the "Amended and Restated Note and Stock Purchase Agreement" dated for reference December 17, 2004 among the same parties (as the same may be further amended, extended, renewed, replaced, restated and in effect from time to time the "Note and Stock Purchase Agreement"); B. In connection with the Note and Stock Purchase Agreement the Debtor and the Subsidiary desire to amend that certain security agreement (as the same may be further amended, extended, renewed, replaced, restated and in effect from time to time, the "Security Agreement") dated as of October 6, 1999 and amended as of December 12, 2001 among the Debtor, the Subsidiary and the Secured Party; C. Capitalized terms unless otherwise defined herein shall have the meaning attributed thereto in the Security Agreement; 1 D. It is a condition to the Secured Party entering into the Amended and Restated Note and Stock Purchase Agreement that the Debtor and the Subsidiary execute this Modification Agreement. NOW THEREFORE WITNESSETH that in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties hereby agree as follows: 1. Amendment to the Security Agreement ----------------------------------- The Debtor and Subsidiary agree that the Security Agreement is amended by: (a) deleting the first recital and substituting the following therefor: "WHEREAS, the Debtor and the Secured Party have entered into that certain Note, Stock Purchase and Warrant Agreement dated November 30, 1995 (as amended and restated by that certain Amended and Restated Note, Stock Purchase and Warrant Agreement dated for reference December 12, 2001, as further amended and restated by that certain Amended and Restated Note and Stock Purchase Agreement dated for reference December 17, 2004, and as may from time to time be further amended, extended, renewed, replaced, restated and in effect from time to time the "Note and Stock Purchase Agreement") and, pursuant to the Note and Stock Purchase Agreement, the Debtor has executed and delivered to the Secured Party the amended and restated notes (the "Notes") in the aggregate principal amount of U.S.$4,203,879. Terms used herein not otherwise defined shall have the meaning ascribed thereto in the Note and Stock Purchase Agreement"; and (b) The following paragraph is added immediately after the second paragraph of Section 2.1 of the Security Agreement: "In consideration of the continuation of the Security Interest hereunder and continuation of the security interest granted pursuant to the U.S. Documents (as herein defined), the Secured Party hereby waives and forgives the accrued and unpaid interest on the Notes in the aggregate amount of U.S.$1,208,811; (c) Section 2.2 of the Security Agreement is hereby deleted in its entirety and the following substituted therefor: "2.2 This Agreement is being executed and delivered to secure, and Security Interests herein granted shall secure: (a) full payment and performance of all of the indebtedness and obligations owing to the Secured Party by the Debtor under the Note and Stock Purchase Agreement and the Notes, whether for principal, interest, costs, fees, expenses or otherwise, (b) all covenants of the Debtor and of the Subsidiary under this Agreement and all covenants of the Debtor under the Note and Stock Purchase Agreement, in each case including all renewals, extensions and modifications thereof, and (c) all reasonable costs and expenses incurred by the Secured Party in collecting the indebtedness 2 evidenced by the Notes or otherwise enforcing its rights under this Agreement, the Note and Stock Purchase Agreement or the Notes, including without limitation, reasonable attorneys' fees. All of such debts, indebtedness, liabilities, covenants and duties referred to in (a), (b) and (c) of this Section 2.2 are hereafter collectively referred to as the "Secured Obligations". 2. Conditions Precedent. --------------------- The Secured Party's obligation to enter into this Modification Agreement is subject to the satisfaction, on or prior to the date hereof, of the following conditions: (a) The Secured Party, the Debtor and the Subsidiary shall have entered into the Amended and Restated Note and Stock Purchase Agreement; and (b) The U.S. Security Agreement (as defined in the Security Agreement) among, inter alia, the Company and the Secured Party dated as of October 6, 1999 and amended as of December 12, 2001 and documents related thereto shall have been amended as provided for in the Amended and Restated Note and Stock Purchase Agreement. 3. General Provisions ------------------ (a) All covenants, clauses, agreements, provisos, stipulations, conditions, powers, matters and things whatsoever contained in the Security Agreement as amended hereby, are hereby confirmed by each of the Secured Party, the Debtor and the Subsidiary and shall continue in full force and effect, save as expressly amended hereby. (b) This Modification Agreement shall from the date hereof and without prejudice to the rights and priorities of the Secured Party as against the Debtor and the Subsidiary or any subsequent encumbrancer, be read and construed along with the Security Agreement and be treated as a part thereof and for such purposes and so far as may be necessary to effectuate these presents, the Security Agreement shall be regarded as being hereby amended and the Security Agreement as so amended together with all of the covenants, clauses, agreements, provisos, stipulations, conditions, powers, matters and things whatsoever contained in the Security Agreement shall continue in full force and effect. (c) The Debtor and Subsidiary covenant and agree to keep, observe and perform each and every one of the terms, covenants and conditions on the part of the Debtor and Subsidiary to be kept, observed and performed in the Security Agreement as modified by this Modification Agreement in accordance with the terms thereof and hereof. (d) This Modification Agreement and everything herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 3 4. Governing Law ------------- THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND THE LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD FOR CONFLICT OF LAWS PRINCIPLES. 5. Counterpart and Facsimile Execution ----------------------------------- This Modification Agreement may be signed in as many counterparts as may be necessary and delivered by facsimile each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same Modification Agreement. IN WITNESS WHEREOF this Modification Agreement has been executed this 17th day of December, 2004. DEBTOR: ELEPHANT & CASTLE GROUP INC. By: /s/ Richard Bryant ---------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer SUBSIDIARY: THE ELEPHANT AND CASTLE CANADA INC. By: /s/ Richard Bryant ---------------------------------------- Name: Richard Bryant Title: President and Chief Executive Officer SECURED PARTY: GE INVESTMENT PRIVATE PARTNERS II, A LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ David W. Wiederecht ---------------------------------------- Name: David W. Wiederecht Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----