-----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, JFVUF1LdxpyfJHfKuJTCBG2CSTWCElcapUBdGACjaAf+/A2x8J0SFPt+4O5QaMQN 9ywiPgjCafuzIlx0tgKWyA== 0001072613-06-002491.txt : 20061207 0001072613-06-002491.hdr.sgml : 20061207 20061207151802 ACCESSION NUMBER: 0001072613-06-002491 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061207 DATE AS OF CHANGE: 20061207 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: 061262471 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_14774.txt GE ASSET MANAGEMENT INC. SCHEDULE 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10) 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 06905 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 2006 - -------------------------------------------------------------------------------- (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 20 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 23,693,395* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 23,693,395* - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,693,395* - ------------ ------------------------------------------------------------------- 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) 91.97% - ------------ ------------------------------------------------------------------- 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 20 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* Not applicable - ------------ ------------------------------------------------------------------- 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 23,693,395* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 23,693,395* - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,693,395* - ------------ ------------------------------------------------------------------- 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) 91.97% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ - --------------------- * 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 20 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. 10 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, 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, Amendment No. 8 thereto filed on October 3, 2002 and Amendment No. 9 thereto filed on December 17, 2004 (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 December 1, 2006, attached hereto as Schedule I." Item 2. Identity and Background. - ------- ------------------------ 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 and Sir William Castell, a director of GE, is a citizen of the United Kingdom." Item 4. Purpose of Transaction. - ------- ----------------------- Item 4(a) of Schedule 13D is hereby amended by deleting paragraph 1 thereof and by inserting the following new paragraph in lieu thereof to read in its entirety as follows: "The Partnership and GEAM are currently evaluating the transaction (the "Transaction") contemplated by the Letter of Intent entered into by the Company and Repechage, as described in the Company's press release of December 1, 2006, attached hereto as Exhibit VII. As set forth in Item 5 hereof, the Partnership and GEAM beneficially own 15,970,776 shares of Common Stock, representing 78.96% of the shares of such class that would be outstanding. As described in Item 6 hereof, pursuant to the Inter-Shareholders Agreement, each of the Partnership, Crown PAGE 5 OF 19 PAGES and Management agreed to vote its Common Stock in favor of two nominees of the Partnership to the Board of Directors of the Issuer. However, the Partnership has only exercised that right with respect to one nominee to the Board of Directors of the Issuer, and that nominee is not a member of the independent special committee of the Board of Directors that has been appointed to consider the Transaction and make recommendations to the Board of Directors of the Company. If the Partnership and GEAM agree to enter into the Transaction and the Transaction closes, it would result in the disposition of all of their shares in the Issuer. As described in Item 6 hereof, pursuant to the Inter-Shareholders Agreement, if the Partnership accepts an offer from a third party to purchase all of its shares in the Issuer, the Partnership may require Crown and Management to sell their shares to such third party purchaser." Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- Item 5(a) of Schedule 13D is hereby amended by deleting paragraphs 1 and 2 thereof and by inserting the following new paragraphs in lieu thereof to read in their entirety as follows: (a) The Partnership and GEAM beneficially own 15,970,776 shares of Common Stock, representing 78.96% 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 23,693,395 shares of Common Stock representing 91.97% 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) 3,984,390 shares of Common Stock of the Group, (ii) 12,423,555 shares of Common Stock upon the conversion of all the Group's Preferred Shares and 3,236,382 shares of Common Stock upon the exercise of Crown's and Management's warrants for Preferred Shares and upon the conversion of such Preferred Shares, and (iii) 4,049,068 shares of Common Stock upon the exercise of all the outstanding New Warrants and Crown's and Management's warrants for Common Stock. Item 7. Material to Be Filed as Exhibits. - ------- --------------------------------- Item 7 of Schedule 13D is hereby amended by inserting the following: "Exhibit VII Issuer's Press Release, dated as of December 1, 2006" 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 6 OF 19 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: December 7, 2006 PAGE 7 OF 19 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/ Ronald R. Pressman -------------------------------------- Name: Ronald R. Pressman Title: Senior Vice President Dated: December 7, 2006 PAGE 8 OF 19 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: December 7, 2006 PAGE 9 OF 19 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: December 7, 2006 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/ Ronald R. Pressman ------------------------------ Name: Ronald R. Pressman Title: Senior Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President PAGE 10 OF 19 PAGES Schedule II ----------- GE ASSET MANAGEMENT INCORPORATED The business address of each of the persons listed below is 3001 Summer Street, Stamford, Connecticut 06905. Directors Present Principal Occupation - --------- ---------------------------- David B. Carlson Executive Vice President of GEAM Michael J. Cosgrove Executive Vice President of GEAM Pamela K. Halligan Vice President of GEAM Kathryn D. Karlic Vice President of GEAM Ralph R. Layman Executive Vice President of GEAM Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM Anthony J. Sirabella Senior Vice President - Chief Information Officer of GEAM Ronald R. Pressman President and Chief Executive Officer of GEAM Judith A. Studer Executive Vice President of GEAM Donald W. Torey Executive Vice President of GEAM John J. Walker Executive Vice President - Chief Financial Officer of GEAM Citizenship of all Directors ---------------------------- U.S.A. PAGE 11 OF 19 PAGES Executive Officers Present Principal Occupation - ------------------ ---------------------------- Ronald R. Pressman President and Chief Executive Officer David B. Carlson Executive Vice President - Domestic Equity Investments Michael J. Cosgrove Executive Vice President - Chief Marketing Officer Kathryn D. Karlic Executive Vice President - Fixed Income Ralph R. Layman Executive Vice President - International Equity Investments Alan M. Lewis Executive Vice President - General Counsel and Secretary Judith A. Studer Executive Vice President - Investment Strategies Donald W. Torey Executive Vice President - Real Estate and Private Equities John J. Walker Executive Vice President - Chief Financial Officer Anthony J. Sirabella Senior Vice President - Chief Information Officer Pamela K. Halligan Vice President - Human Resources William F. Ruoff, III Vice President - Institutional Operations Greg O. Bouleris Senior Vice President - Fixed Income Stephen N. DeVos Senior Vice President - Fixed Income Paul M. Colonna Senior Vice President - Fixed Income William M. Healey Senior Vice President - Fixed Income Mark R. Delaney Senior Vice President - Fixed Income Gregory B. Hartch Senior Vice President - Fixed Income Gregory W. Fletcher Vice President - Fixed Income Finance Kathleen S. Brooks Vice President - Fixed Income Vita-Marie Pike Vice President - Fixed Income Eric H. Gould Vice President - Fixed Income Craig M. Enright Vice President - Fixed Income Thomas D. Mockler Vice President - Fixed Income Brad G. Postema Vice President - Fixed Income Alfredo Chang Vice President - Fixed Income Frederick W. Jackson Vice President - Fixed Income Mark H. Johnson Vice President - Fixed Income Don J. Duncan Vice President - Money Market Investments Michael J. Caufield Senior Vice President - Fixed Income PAGE 12 OF 19 PAGES Craig M. Varrelman Vice President - Fixed Income Product Manager Brian Hopkinson Senior Vice President - International Equity Portfolios Daizo Motoyoshi Senior Vice President - International Equity Portfolios Michael J. Solecki Senior Vice President - International Equity Portfolios Makoto F. Sumino Senior Vice President - International Equity Portfolios T. Brent Jones Vice President - International Equity Portfolios Ping Zhou Vice President - International Equity Portfolios Robert A. Jasminiski Vice President - International Equity Portfolios Paul Nestro Vice President - International Equity Portfolios Conrad Saldanha Vice President - International Equity Portfolios Philip A. Riordan Senior Vice President - Real Estate B. Bradford Barrett Vice President - Real Estate Robert P. Gigliotti Vice President - Real Estate Gerald Karr Vice President - Real Estate James M. Mara Senior Vice President - International Private Equities Andreas T. Hildebrand Vice President - Private Equities Patrick J. McNeela Vice President - Private Equities James Mitchell, Jr Vice President - Private Equities Paolo G. M. Simonato Vice President - International Private Equities David W. Wiederecht Vice President - Private Equities Christopher D. Brown Senior Vice President - Equity Portfolios Damian J. Maroun Senior Vice President - Equity Trading Paul C. Reinhardt Senior Vice President - Equity Portfolios Richard L. Sanderson Senior Vice President - Equity Research Diane M. Wehner Senior Vice President - Equity Portfolios George A. Bicher Vice President - Equity Investments Gerald L. Igou Vice President - Equity Investments Michael Isakov Vice President - Equity Investments Sandra J. O'Keefe Vice President - Equity Investments John H. Schaetzl Vice President - Equity Investments Christopher J. Sierakowski Vice President - Equity Investments PAGE 13 OF 19 PAGES Charles F. Stuart Vice President - Equity Investments Thomas R. Lincoln Vice President - Equity Portfolios Anthony J. Mariani Vice President - Equity Investments Ravi K. Pamnani Vice President - Equity Investments John T. Boyce Senior Vice President - Institutional Investments Joseph M. Connors Senior Vice President - Operations Barbara Regan Senior Vice President - Marketing Michelle Fang Vice President - Product Management Mary R. Stone Vice President - Trade Operations Tiffany Hanisch Vice President - Financial Planning & Analysis Thomas A. Conway Vice President - Controller Robert S. Herlihy Vice President - Chief Compliance Officer Jane E. Hackney Vice President - Equity Portfolio Management Erica E. Jacobson Vice President - Client Portfolio Management Brian M. Baum Vice President- Assoc. Gen. Counsel & Asst. Secretary Dory S. Black Vice President - Assoc. Gen. Counsel & Asst. Secretary Joon Won Choe Vice President - Assoc. Gen. Counsel & Asst. Secretary Christopher J. Costello Vice President - Assoc. Gen. Counsel & Asst. Secretary Daniel L. Furman Vice President - Assoc. Gen. Counsel Private Equities & Asst. Secretary Leanne R. Dunn Vice President - Assoc. Gen. Counsel Real Estate & Asst. Secretary Jeanne M. La Porta Vice President - Assoc. Gen. Counsel & Asst. Secretary Michael M. Pastore Vice President - Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Secretary George N. Sapio Vice President - Assoc. Gen. Counsel & Asst. Secretary Scott A. Silberstein Vice President - Assoc. Gen. Counsel & Asst. Secretary Matthew J. Simpson Senior Vice President, Gen. Counsel - Investment Services & Asst. Secretary Lisa M. Weisglass Vice President - Tax Counsel Citizenship of all Executive Officers ------------------------------------- U.S.A. PAGE 14 OF 19 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 The Welcome Trust Chairman of the Welcome Trust 215 Euston Road London NW1 2BE UK A.M. Fudge Young & Rubicam Brands Chairman and Chief 285 Madison Avenue Executive Officer, New York, NY 10017 Young & Rubicam Brands 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 Officer, Fairfield, CT 06828 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 R.W. Lane Deere & Company Chairman and Chief One John Deere Place Executive Officer, Moline, Illinois 61265 Deere & Company R.S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer Suite 200 New Brunswick, NJ 08901
PAGE 15 OF 19 PAGES
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 International Retired Partner 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 270 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 Claudio X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. PAGE 16 OF 19 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 K.A. Cassidy General Electric Company Vice President and GE Treasurer 201 High Ridge Road Stamford, CT 06905-3417 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 P. Daley General Electric Company Senior Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06828 B.B. Denniston III General Electric Company Senior Vice President and General 3135 Easton Turnpike Counsel Fairfield, CT 06828 J.M. Hogan General Electric Company Senior Vice President - Pollards Wood, Nightingales Lane GE Healthcare Chalfont St. Giles HP8 4SP Great Britain M.A. Neal General Electric Company Vice Chairman of General Electric 260 Long Ridge Road Company; President & CEO, GE Stamford, CT 06927 Capital Services D.R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 J.G. Rice General Electric Company Vice Chairman of General Electric 4200 Wildwood Parkway Company; President & CEO, GE Atlanta, GA 30339 Infrastructure K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06828
PAGE 17 OF 19 PAGES
L.G. Trotter General Electric Company Vice Chairman of General Electric 3135 Easton Turnpike Company; President and CEO, GE Fairfield, CT 06828 Industrial 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 of Officers ----------------------- U.S.A. PAGE 18 OF 19 PAGES INDEX OF EXHIBITS The following exhibits are incorporated by reference herein as indicate below: EXHIBIT NUMBER DESCRIPTION VII Issuer's Press Release, dated as of December 1, 2006 PAGE 19 OF 19 PAGES EX-99.VII 2 exh99-vii_14774.txt PRESS RELEASE DATED DECEMBER 1, 2006 EXHIBIT VII ----------- ELEPHANT & CASTLE [LOGO] FOR IMMEDIATE RELEASE --------------------- ELEPHANT & CASTLE GROUP INC. ELEPHANT & CASTLE GROUP INC. ENTERS INTO NON-BINDING LETTER OF INTENT VANCOUVER, BRITISH COLUMBIA, CANADA - DECEMBER 1, 2006 Elephant & Castle Group Inc. (the Company") (OTCBB - PUBSF) today announced that it has entered into a non-binding letter of intent (the "Letter of Intent") with Repechage Investments Limited ("Repechage"), a corporation based in St. John's Newfoundland, with respect to the acquisition by Repechage of all of the issued and outstanding common shares in the capital of the Company (the "Transaction"). Pursuant to the terms of the Letter of Intent, the purchase price for all outstanding common shares of the Company will be an aggregate of US$29.6 million, or approximately US$0.80 per share, assuming that all debt of the Company has been repaid and the redemption, conversion, exercise or termination of all preferred shares and other convertible securities of the Company. It is anticipated that the Transaction will be completed by way of a plan of arrangement under the British Columbia BUSINESS CORPORATIONS ACT. Closing of the Transaction is anticipated to occur in the first quarter of 2007, and will be subject to a number of conditions, including the following: o the entering into of a definitive agreement between the Company and Repechage relating to the Transaction; o the entering into of definitive support agreements between Repechage, certain significant securityholders of the Company and certain members of management of the Company; and o the receipt of all necessary approvals, including approval by the shareholders of the Company and court approval. In order to consider the Transaction and make recommendations to the Board of Directors of the Company, an independent special committee of the Company's Board of Directors has been appointed. The members of the special committee consist of Tom Chambers (Chair), Jeffrey Barnett and Colin Stacey. Repechage is an investment company formed under the laws of Newfoundland and Labrador that holds investments in the transportation, service and real estate sectors. Repechage is closely held, with a majority of its shares being held by David L. Dobbin and members of his family. This news release (as well as information included in oral statements or other written statements made or to be made by the Company) may contain forward-looking statements, such as statements relating to future expansion, that involve risks and uncertainties relating to future events. Actual events or the Company's results may differ materially from the results discussed in the forward-looking statement. The Company does not expect to update forward-looking statements continually as conditions change. These risks and uncertainties include, but are not limited to, those relating to competition, fluctuations and changes in consumer preferences and attitudes, intellectual property protection, development and construction activities. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements contained in the company's Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 25th, 2005. ELEPHANT & CASTLE GROUP INC. 12H FLOOR, 1190 HORNBY STREET, VANCOUVER, BC V6Z 2K5 PH: (604) 684-6451 FAX: (604) 684-8595 -----END PRIVACY-ENHANCED MESSAGE-----