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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Elephant & Castle Group Inc.
- --------------------------------------------------------------------------------
(Name of Issuer
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
____________________266199-10-4__________________
(CUSIP Number)
Michael M. Pastore, General Electric Investment Corporation,
3003 Summer Street, Stamford, CT 06904
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
____________________October 17, 1997____________________
(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. |_|
Check the following box if a fee is being paid with the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP 266199-10-4 Page 2 of 23 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Investment Private Placement Partners II, Limited Partnership
I.R.S. # 06-1429671
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,095,221
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
None
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,095,221
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,221
- --------------------------------------------------------------------------------
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)
41.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 266199 10 4 Page 3 of 23 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Investment Management Incorporated, as General Partner to GE
Investment Private Placement Partners II, Limited Partnership II
(I.R.S. # 06-1238874)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,095,221
REPORTING
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,095,221
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,095,221
- --------------------------------------------------------------------------------
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)
41.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 266199 10 4 Page 4 of 23 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Company
I.R.S. # 14-0689340
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |X|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
- --------------------------------------------------------------------------------
7
SOLE VOTING POWER
NUMBER OF Disclaimed (See 11 below)
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
Disclaimed (See 11 below)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by GE Electric Company
- --------------------------------------------------------------------------------
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)
Not applicable
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, no par value per share
("Common Stock") of Elephant & Castle Group Inc. (the "Issuer"), having its
principal executive offices at 303 IBM Tower, 701 West Georgia Street, Vancouver
British Columbia V7Y 1E7 Canada FF.
The Reporting Persons have entered into a Joint Filing Agreement, dated
November 4, 1997, attached hereto as Schedule I.
Item 2. Identity and Background
This statement is filed on behalf of GE Investment Private Placement
Partners II, a Delaware limited partnership (the "Partnership"), GE Investment
Management Incorporated, a Delaware corporation ("GEIM"), and General Electric
Company ("GE"), a New York corporation, each a Reporting Person.
The address of the principal offices of the Partnership and GEIM is 3003
Summer Street, Stamford, Connecticut 06904. The address of the principal offices
of GE is 3135 Easton Turnpike, Fairfield Connecticut 06431.
For information with respect to the identity and background of each (i)
Executive Officer and Director of the General Partner of the Partnership see
Schedule II attached hereto; (ii) Executive Officer and Director of GEIM see
Schedule II attached hereto; and (iii) Executive Officer and Director of GE see
Schedule III attached hereto.
Except as set forth below, during the last five years, neither any
Reporting Person nor, to the best knowledge of each Reporting Person, any person
identified in Schedules II or III has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such a proceeding was or is subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Her Majesty's Inspectorate of Pollution v. IGE Medical Systems
Limited (St. Albans Magistrates Court, St. Albans, Hersfordshire, England, Case
No. 04/00320181). In April, 1994, General Electric Medical System's U.K.
subsidiary, IGE Medical Systems Limited ("IGEMS") discovered the loss of a
radioactive barium source at the Radlett, England facility. The lost source,
used to calibrate nuclear camera detectors, emits a very low level of radiation.
IGEMS immediately reported the loss as required by the U.K. Radioactive
Substances Act. An ensuing investigation, conducted in cooperation with
government authorities, failed to locate the source. On July 21, 1994, Her
Majesty's Inspectorate of Pollution ("HMIP") charged IGEM with violating the
Radioactive Substances Act by failing to comply with a condition of
registration. The Act provides that a registrant like IGEMS, which "does not
comply with a limitation or condition subject to which (it) is so
registered...shall be guilty of (a criminal) offense."
Page 5 of 23
<PAGE>
Condition 7 of IGEM's registration states that it "shall so far as is reasonably
practicable prevent...loss of any registered source.
At the beginning of trial on February 24, 1995, IGEMS entered a
guilty plea and agreed to pay a fine of (pounds)5,000 and assessed costs of
(pounds)5,754. The prosecutor's presentation focused primarily on the 1991
change in internal IGEMS procedures and, in particular, the source logging
procedure. The prosecutor complimented IGEMS' investigation and efforts to
locate the source and advised the court that IGEMS had no previous violations of
the Radioactive Substances Act. He also told the court that the Radlett plant
had been highlighted as an exemplary facility to HMIP inspectors as part of
their training. In mitigation, IGEMS emphasized the significant infrastructure
and expense undertaken by IGEMS to provide security for radiation sources and
the significant effort and expense incurred in attempting to locate the missing
source."
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
Paolo Fresco, Vice Chairman of the Board and an Executive Officer of GE is an
Italian citizen and Claudio X. Gonzalez, a Director of GE, is a Mexican citizen.
Item 3. Source and Amount of Funds and Other Consideration
On November 30, 1995, the Partnership entered into a Note, Stock Purchase
and Warrant Agreement, which was amended on May 31, 1996, March 14, 1997, and
October 17, 1997, respectively, (as amended, the "Agreement") providing for the
purchase by the Partnership of (i) 111,111 shares of Common Stock (the
"Purchased Shares"), (ii) convertible subordinated debentures convertible into
shares of Common Stock (the "Notes") in the aggregate principal amount of
$9,000,000, distributed on four closing dates, as described below, (iii)
warrants (the "Warrants") exercisable for 300,000 shares of Common Stock at
$11.764 per share of Common Stock, and (iv) certain shares of Common Stock (the
"Additional Shares") issued by the Issuer in order to induce the Partnership to
purchase the Notes.
The Notes are distributed to the Partnership in the following manner: (i)
on November 30, 1995 (the "First Closing Date"), the Partnership received Notes
in the principal amount of $3,000,000; (ii) on March 14, 1997 (the "Second
Closing Date"), the Partnership received Notes in the principal amount of
$2,000,000; (iii) on October 17, 1997 (the "Third Closing Date"), the
Partnership received Notes in the principal amount of $2,000,000; and (iv) on
June 30, 1998 (the "Forth Closing Date"), provided the Issuer complies with
certain requirements described in Section 3H of the Agreement, the Partnership
will receive Notes in the principal amount of $2,000,000.
The Additional Shares are to be delivered to the Partnership in the
following manner: (i) 70,555 shares of Common Stock to be delivered on May 30,
1996 subject to any Notes then being outstanding, (ii) 55,555 shares of Common
Stock to be delivered to the Partnership on the Second Closing Date subject to
any Notes then outstanding, (iii) 6,500 shares of Common Stock to be delivered
on March 31, 1997 subject to any Notes then being outstanding, (iv) 15,000
shares of Common Stock to be delivered on May 30,
Page 6 of 23
<PAGE>
1997 subject to any Notes then being outstanding, (v) 6,500 shares of Common
Stock to be delivered on June 30, 1997 subject to any Notes then being
outstanding, (vi) 15,000 shares of Common Stock to be delivered on May 30, 1998
subject to any Notes then being outstanding and (vii) 15,000 shares of Common
Stock to be delivered on May 30, 1999 subject to any Notes then being
outstanding. The funds used by the Partnership to pay for the shares of Common
Stock, Notes and Warrants were obtained from Capital Contributions made by its
partners pursuant to a pre-existing capital commitment. The Agreement was
attached as Exhibit I to the Amendment No. 1 dated March 14, 1997, to Schedule
13D filed by the Reporting Persons on November 30, 1995, and is incorporated
herein by reference.
The Partnership is also entitled to receive 6,500 shares of Common Stock
as Additional Shares on each three month period ending September 30, December
31, March 31 and June 30 beginning September 30, 1997, during which there shall
have occurred and been continuing for any portion of such period a Default (as
defined in the Agreement).
Item 4. Purpose of Transaction
The Reporting Persons have acquired their share of Common Stock as an
investment, in the regular course of business. The Reporting Persons intend to
reexamine their investment in the Issuer from time to time and, depending on
market considerations and other factors, may purchase or sell shares of Common
Stock, if appropriate opportunities to do so are available, on such terms and at
such time as they consider advisable.
On the First Closing Date, the Issuer delivered to the Partnership
convertible subordinated Notes in the aggregate principal amount of $3,000,000
(convertible into shares of Common Stock at a conversion rate of $6.00 per
share, provided, however, that if the average closing price for a share of
Common Stock on all exchanges on which the Common Stock is listed is greater
than or equal to $12.00 per share for each of thirty consecutive trading days
prior to the day of conversion, the conversion rate will be $8.00 per share).
On the Second Closing Date, the Partnership purchased additional
convertible subordinated Notes in the aggregate principal amount of $2,000,000
(convertible into shares of Common Stock at a conversion rate of the lesser of
(x) $6.00 per share and (y) the greater of (A) $5.00 per share and (B) the
Market Price on the Second Closing Date).
On the Third Closing Date, the Partnership purchased additional
convertible subordinated Notes in the aggregate principal amount of $2,000,000
(convertible into shares of Common Stock at a conversion rate of the lesser of
(x) $6.00 per share and (y) the greater of (A) $5.00 per share and (B) 85% of
the Market Price on the Third Closing Date).
Upon satisfaction of certain conditions, on or about the Fourth Closing
Date the Partnership may purchase additional convertible subordinated Notes in
the aggregate
Page 7 of 23
<PAGE>
principal amount of $2,000,000 (convertible into shares of Common Stock at a
conversion price of the lesser of (x) $6.00 per share and (y) the greater of (A)
$5.00 per share and (B) 85% of the Market Price on the Fourth Closing Date).
So long as the Partnership shall be the beneficial owner of any Note,
Warrant or Common Stock the Issuer (a) will nominate and recommend as candidates
for election to the Board of Directors of the Issuer up to three (3) persons who
are reasonably acceptable to the then current Board of Directors of the Issuer
and who are 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 Directors, and, as soon as available, will provide to such designated
Person(s) all reports, financial statements or other information distributed to
the Board or 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. If at any time the Partnership is no longer the beneficial owner of any
Note, Warrant, Purchased Shares, Additional Consideration Shares or Common Stock
issued upon the conversion or exercise, as applicable, thereof, the Issuer will,
upon the expiration of the term of the Directors designated by the Partnership,
so nominate and recommend three (3) Persons who are reasonably acceptable to the
then current Board of Directors who are designated by the holders representing
50% or more of the Notes and the Warrants held by the holders.
The Partnership also has additional rights pursuant to a side letter
agreement, executed by the Issuer on March 12, 1997. The side letter agreement
was attached as Exhibit II to the Amendment No. 1 dated March 14, 1997, to
Schedule 13D filed by the Reporting Persons on November 30, 1995, and is
incorporated herein by reference. Under the terms of this letter agreement, the
Issuer acknowledges that the Partnership has certain concerns with the
management of the Issuer and allows the Partnership to make certain management
changes in the Issuer if the Issuer is in any default defined in Section 6 of
the Agreement on or after September 30, 1997.
Subject to the foregoing, the Reporting Persons do not have any present
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
Page 8 of 23
<PAGE>
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number of directors or to
fill any existing vacancies on the board, except as otherwise disclosed herein;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, except as set forth in the side letter agreement dated as of March
12, 1997;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Partnership and GEIM have beneficial ownership of 2,095,221 shares
of Common Stock, representing 41.3% of such class currently outstanding. The
above percentage includes such Common Stock as may be acquired by the
Partnership upon (i) the exercise of all the outstanding Warrants exercisable
for 300,000 shares of Common Stock, (ii) the conversion of all the outstanding
Notes which are convertible into 1,500,000 shares of Common Stock (calculated
using the date of this Schedule 13D filing as the relevant date for purposes of
determining the conversion ratios), (iii) the receipt of Additional Shares of
Common Stock in the amount and on the dates set forth in Item 3, subject to any
Note being outstanding on such date and (iv) the Purchased Shares.
(Note: The Additional Shares that are contingent on the Issuer being in default
were not counted in determining the number of shares beneficially owned by the
Partnership.)
(b) The Partnership has shared power to vote or to direct the vote and to
dispose or direct the disposition of its shares of Common Stock referred to in
paragraph (a). The Partnership shares such power with GEIM, its general partner.
Page 9 of 23
<PAGE>
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.
(c) No Reporting Person nor to the best knowledge of each Reporting
Person, any person identified in Schedules II or III, beneficially owns any
shares of Common Stock or has effected any transaction in shares of Common Stock
during the preceding 60 days.
(d) No other person except for the Reporting Persons are known to have the
rights to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially owned by the
Reporting Persons and covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Partnership, GEIM 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 of profits, division of profits or loss,
or the giving or withholding of parcels.
Item 7. Material to Be Filed as Exhibits
Exhibit I Amendment No. 3 dated October 17, 1997, to the Note, Stock Purchase &
Warrant Agreement, dated November 30, 1995 (as amended).
The Note, Stock Purchase & 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 November 30, 1995, 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 Schedule 13D
filed by the Reporting Persons on March 14, 1997, and is incorporated herein by
reference.
Page 10 of 23
<PAGE>
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, LIMITED PARTNERSHIP
By: GE Investment Management Incorporated,
Its General Partner
By: /s/Michael M. Pastore
------------------------------
Name: Michael M. Pastore
Title: Vice President
Dated: November 4, 1997
Page 11 of 23
<PAGE>
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 MANAGEMENT INCORPORATED
By: /s/ Michael M. Pastore
-------------------------------
Name: Michael M. Pastore
Title: Vice President
Dated: November 4, 1997
Page 12 of 23
<PAGE>
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: November 4, 1997
Page 13 of 23
<PAGE>
Schedule I
JOINT FILING AGREEMENT
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the 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: November 4, 1997
GE INVESTMENT PRIVATE
PLACEMENT
PARTNERS II, LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated, Its General
Partner
By: /s/ Michael M. Pastore
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GE INVESTMENT MANAGEMENT
INCORPORATED
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
Page 14 of 23
<PAGE>
Schedule II
GE INVESTMENT MANAGEMENT INCORPORATED, General Partner
of GE Investment Private Placement Partners II
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Officers of GE Investment Management Incorporated are as
follows:
Officers
John H. Myers Chairman of the Board and President
Eugene K. Bolton Executive Vice President
Michael J. Cosgrove Executive Vice President
Ralph R. Layman Executive Vice President
Alan M. Lewis Executive Vice President, General Counsel and
Secretary
Robert A. MacDougall Executive Vice President
Geoffrey R. Norman Executive Vice President
Thomas J. Szkutak Executive Vice President - Chief
Financial Officer
Donald W. Torey Executive Vice President
Mark A. Dunham Senior Vice President
Ronald I. Felmus Senior Vice President
Stephen B. Hoover Senior Vice President
H. Michael Mears Senior Vice President
Philip A. Mercurio Senior Vice President
Philip A. Riordan Senior Vice President
Steven M. Beringer Vice President
Page 15 of 23
<PAGE>
Brian D. Brooks Vice President
Mark A. Davis Vice President
Constance K. Doyle Vice President
Gerald M. Goz Vice President
Michael E. Hogan Vice President
Christopher P. Mullahy Vice President
Keith G. Smith Vice President
Sheila M. Welsh Vice President
Matthew J. Witkos Vice President
Michael D. Wright Vice President
William R. Wright Vice President
Robert Bernstein Regional Vice President
Frank E. Calvaruso Regional Vice President
Robert P. Mulligan Regional Vice President
Kevin J. Sheehan Regional Vice President
Jeanne M. La Porta Vice President and Assistant Secretary
Michael M. Pastore Vice President and Assistant
Secretary
Scott A. Silberstein Vice President and Assistant
Secretary
Matthew J. Simpson Vice President and Assistant
Secretary
Michael J. Strone Vice President and Assistant Secretary
Robert Zalucki Vice President - Tax Counsel
Page 16 of 23
<PAGE>
The names of the Directors of GE Investment Management Incorporated are as
follows:
Directors:
Eugene K. Bolton
Michael J. Cosgrove
Robert A. MacDougall
Ralph R. Layman
Alan M. Lewis
Thomas J. Szkutak
Geoffrey R. Norman
Donald W. Torey
Page 17 of 23
<PAGE>
Schedule III
General Electric Company Executive Officers
3135 Easton Turnpike
Fairfield, Connecticut 06431
The names of the Officers of General Electric Company are as follows:
J.F. Welch, Jr. Chairman of the Board and Chief Executive Officer
P. Fresco Vice Chairman of the Board and Executive Officer
P.D. Ameen Vice President and Comptroller
J.R. Bunt Vice President and Treasurer
D.R. Calhoun Vice President - GE Transportation Systems
W.J. Conaty Senior Vice President - Human Resources
D.M. Cote Vice President - GE Appliances
D.D. Dammerman Senior Vice President - Finance
L.S. Edelheit Senior Vice President - Corporate Research and Development
B.W. Heineman, Jr. Senior Vice President - General Counsel and Secretary
J.R. Immalt Senior Vice President - GE Medical Systems
W.J. Lansing Vice President - Corporate Business Development
W.J. McNerney, Jr. Senior Vice President - GE Lighting
E.F. Murphy Senior Vice President - GE Aircraft Engines
R.L. Nardelli Senior Vice President - GE Power Systems
R.W. Nelson Vice President - Corporate Financial Planning and Analysis
J.D. Opie Vice Chairman of the Board and Executive Officer
G.M. Reiner Senior Vice President - Chief Information Officer
G.L. Rogers Senior Vice President - GE Plastics
J.W. Rogers Vice President - GE Motors
L.G. Trotter Vice President - GE Electrical Distribution and Control
Page 18 of 23
<PAGE>
Citizenship
(other than United States)
C.X. Gonzalez Mexico
P. Fresco Italy
The names of Directors of General Electric Company are as follows:
D.W. Calloway
S.S. Cathcart
D.D. Dammerman
P. Fresco
C.X. Gonzalez
R.E. Mercer
G.G. Michelson
J.D. Opie
R.S. Penske
B.S. Prieskel
F.H.T. Rhodes
A.C. Sigler
D.A. Warner III
J.F. Welch, Jr.
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Exhibit I
================================================================================
AMENDMENT NO. 3
dated as of October 17, 1997
to
NOTE, STOCK PURCHASE AND WARRANT AGREEMENT
dated as of November 30, 1995
Between
ELEPHANT & CASTLE GROUP INC.
and
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
================================================================================
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<PAGE>
AMENDMENT NO. 3
TO
NOTE, STOCK PURCHASE AND WARRANT AGREEMENT
dated as of October 17, 1995
THIS AMENDMENT NO. 3 dated as of October 17, 1997, (this
"Amendment") to the Agreement (as defined below) is entered into between
Elephant & Castle Group Inc. (the "Company") 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 have entered into that certain
Note, Stock Purchase and Warrant Agreement dated as of November 30, 1995, as
amended by Amendment No.1 dated as of May 31, 1996 and Amendment No. 2 dated as
of March 14, 1997 (the "Agreement");
WHEREAS, capitalized terms unless otherwise defined herein shall
have the meaning attributed thereto in the Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and GEIPPPII hereby agree as follows:
1. Amendment. (a) Paragraph 2A(c) is hereby amended by (i) deleting
the words "June 30, 1998" and by inserting in lieu thereof the words "October
17, 1997", (ii) by deleting the words "$4,000,000 principal amount" and by
inserting in lieu thereof the words "$2,000,000 principal amount", and (iii) by
deleting the words "(the First Closing Date, the Second Closing Date and the
Third Closing Date also individually referred to herein as "each Closing
Date")."
(b) Paragraph 2A is hereby further amended by inserting at the end
of Paragraph 2A(c) a new paragraph 2A(d) which shall read in full as follows:
"(d) At 11:00 a.m. New York time on June 30, 1998, or at such
other time and on such other date as you may agree (the "Fourth
Closing Date")( the First Closing Date, the Second Closing Date, the
Third Closing Date and the Fourth Closing Date also individually
referred to herein as "each Closing Date") the Company will deliver
to you, at the offices of Dewey Ballantine, 1301 Avenue of the
Americas, New York, New York 10019, or at such other location as you
and the Company may agree (the "Fourth Closing") one or more Notes,
as you may request, registered in your name, evidencing $2,000,000
principal amount to be purchased by you, against payment of the
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purchase price thereof by wire transfer of immediately available
funds to or upon the order of the Company."
(c) Paragraph 3A and 3B are hereby amended by deleting the words "or
the Third Closing Date" from such paragraphs and by inserting in lieu thereof
the words, "the Third Closing Date or the Fourth Closing Date".
(d) Paragraph 3D is hereby amended by deleting the words "and Third
Closing" from such paragraph and by inserting in lieu thereof the words ", Third
Closing and Fourth Closing".
(e) Paragraph 3H is hereby amended by (i) deleting the words
"Further Conditions of Third Closing" from such paragraph and by inserting in
lieu thereof the words "Further Conditions of Third Closing and Fourth Closing",
(ii) by inserting after the words "Third Closing Date" in paragraphs 3H(b),
3H(c) and 3H(d) the words "or Fourth Closing Date, as applicable" and (iii) by
deleting paragraph 3H(a) and by inserting in lieu thereof a new paragraph 3H(a)
which shall read in full as follows:
"(a) On the Third Closing Date or Fourth Closing Date, as
applicable, the Company shall have delivered the Notes pursuant to
paragraph 2A(c) or paragraph 2A(d), as the case may be."
(f) Paragraph 9A(a) is hereby amended by inserting after the words
"then the Conversion Price applicable to the Notes issued pursuant to the First
Closing and Second Closing shall be adjusted to equal the Conversion Price
specified in such paragraph 9A(a)(iii)" in such paragraph 9A(a) the following:
"and (iv) in the case of the Notes issued pursuant to the
Fourth Closing, the lesser of (x) $6.00 per share and (y) the
greater of (A) $5.00 per share and (B) 85% of the Market Price on
the Fourth Closing Date, provided, however, that if the Fourth
Closing is held on or prior to June 30, 1998 and the Conversion
Price specified in paragraph 9A(a)(iv) hereof applicable to the
Notes issued pursuant to the Fourth Closing, is less than the
Conversion Price specified in paragraphs 9A(a)(i) hereof applicable
to the Notes issued pursuant to the First Closing or 9A(a)(ii)
hereof applicable to the Notes issued pursuant to the Second Closing
or 9A(a)(iii) hereof applicable to the Notes issued pursuant to the
Third Closing, then the Conversion Price applicable to the Notes
issued pursuant to the First Closing, Second Closing and Third
Closing shall be adjusted to equal the Conversion Price specified in
such paragraph 9A(a)(iv)."
2. Effectiveness. This Amendment shall become effective on the date
first written above.
3. Reconfirmation. The Company and GEIPPPII hereby reconfirm their
rights and obligations under the Agreement as amended and restated hereby.
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<PAGE>
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 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: General Electric Investment Management, its general
partner
By:
----------------------------------------------------
Name:
Title:
ELEPHANT & CASTLE GROUP INC.
By:
----------------------------------------------------
Name:
Title:
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