SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ELEPHANT & CASTLE GROUP INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
ELEPHANT & CASTLE GROUP INC.
856 Homer Street
Vancouver, BC V6B 2W5
Canada
(604)684-6451
June 20, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of Elephant & Castle Group Inc. The Annual Meeting will be held
commencing at 10:00 A.M. in the morning, on Thursday, July 23, 1998, in the
Chevalier Room of the Rosedale on Robson Suites Hotel, located at 855 Hamilton
Street, Vancouver, B.C. Canada V6B 6A2.
The formal Notice of Annual Meeting and Proxy Statement accompanying
this letter describes the business to be acted upon at the meeting. In addition,
an informal report on the state of the Company's business and affairs will be
provided to interested persons during any recess in the formal proceedings.
It is important that your shares be represented at the meeting.
Therefore, we urge that you MARK, SIGN, DATE and RETURN PROMPTLY the enclosed
PROXY in the envelope furnished for that purpose. If you are present at the
meeting, you may, if you wish, revoke your proxy and vote in person. We are
looking forward to seeing our shareholders at the meeting.
Sincerely,
/s/Jeffrey M. Barnett
---------------------
Jeffrey M. Barnett
Chairman of the Board
/s/Martin O'Dowd
----------------
Martin O'Dowd
President/Chief Executive Officer
<PAGE>
ELEPHANT & CASTLE GROUP INC.
856 Homer Street
Vancouver, B.C. V6B 2W5 CANADA
(604)684-6451
NOTICE OF ANNUAL MEETING
July 23, 1998
The Annual Meeting of Shareholders of Elephant & Castle Group Inc. (the
"Company") will be held in the Chevalier Room of the Rosedale on Robson Suites
Hotel, located at 855 Hamilton Street, Vancouver B.C., V6B 6A2, on Thursday,
July 23, 1998 at 10:00 A.M. in the morning for the following purposes:
(i) To elect seven (7) Directors, each to serve until the next
annual meeting of shareholders of the Company; and
(ii) To consider such other business as may properly come before
the meeting. In accordance with local practice in Canada, the
Shareholders will be receiving, considering and approving a
report to the Shareholders from the Board of Directors; and
receiving, considering and approving the Audited Financial
Statements of the Company for the year ended December 31, 1997
and the Auditor's Report thereon; and
(iii) To ratify the appointment of Pannell Kerr Forster Worldwide,
as the Company's auditors for the fiscal year ending December
31, 1998.
Shareholders of record at the close of business on June 15, 1998 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
By order of the Board of Directors
/s/Jeffrey Barnett
------------------
Jeffrey Barnett
Chairman of the Board
/s/Martin O'Dowd
----------------
Martin O'Dowd
President/Chief Executive Officer
Vancouver, B.C.
June 20, 1998
<PAGE>
ELEPHANT & CASTLE GROUP INC.
1998 PROXY STATEMENT
This proxy statement is being furnished to holders of Common Shares of
Elephant & Castle Group Inc. (the "Company") in connection with the solicitation
of proxies on behalf of the Board of Directors for the 1998 Annual Meeting of
Shareholders, scheduled to be held on Thursday, July 23 1998 and at any
adjournment thereof.
If executed and returned, the proxies will be voted by the proxy
holders at the 1998 Annual Meeting of Shareholders for the election of
directors, and for the ratification of the Board's selection of independent
auditors. This statement and form of proxy are intended to be first mailed to
shareholders on or after June 20, 1998. Any shareholder submitting a proxy may
revoke it at any time before it is voted at the Annual Meeting, by notifying the
Corporate Secretary in writing or in person.
Only holders of the Company's Common Shares outstanding as of the close
of business on June 15, 1998, the record date, will be entitled to vote at the
meeting. The Company's only class of voting securities is its Common Shares,
without par value. As of the record date, there are 3,094,079 Common Shares
outstanding. Each Common Share is entitled to one vote. The representation in
person, or by proxy, of a majority of the outstanding Common Shares is necessary
to provide a quorum at the Annual Meeting. Votes withheld from a nominee for
election as a director or votes on other matters that reflect abstentions or
broker non-votes are counted as present in determining whether the quorum
requirement is satisfied, but they have no other effect on voting for election
of directors.
The expenses of this proxy solicitation, including the cost of
preparing and mailing the Proxy Statement and proxy, will be paid by the
Company. Such expenses may also include the charges and expenses of banks,
brokerage firms, and other custodians, nominees or fiduciaries for forwarding
proxies and proxy material to beneficial owners of the Company's Common Stock.
The Company expects to solicit proxies primarily by mail, but directors,
officers, employees and agents of the Company may also solicit proxies in person
or by telephone or by other electronic means.
1
<PAGE>
Preliminary Information
The Corporation is a corporation organized under the laws of the
Province of British Columbia, Canada. The Company operates a chain of casual
dining restaurants located throughout Canada, and, to a lesser extent, in the
United States. The Company entered into a joint venture with Rainforest Cafe,
Inc. (NASDAQ: RAIN) to develop and operate Rainforest restaurants in Canada. The
Company's first Canadian Rainforest is scheduled to open this month.
Voting Securities and Principal Holders Thereof
All holders of the Company's Common Shares (herein the "Common Shares")
of record as of the close of business on June 15, 1988 are entitled to vote at
the Annual Meeting. Each holder is entitled to one vote per Common Share. There
is no cumulative voting.
Security Ownership of Directors, Management and Certain Beneficial Owners
As of the close of business on March 31, 1998, 3,072,316 Common Shares
were issued and outstanding. The following table sets forth, as of such date,
information relating to the beneficial ownership of the Company's Common Shares
by each person known to the Company to be beneficial owner of more than 5% of
the Common Shares, by each director, by each of the named executive officers and
by all directors and executive officers as a group:
Approximate
Percentage of
Name and Address Number of Shares Outstanding Shares(3)
---------------- ---------------- ---------------------
Jeffrey M. Barnett(1)(2) 550,375 17.8%
Peter J. Barnett(2) 550,375 17.8%
George W. Pitman(1)(2) 127,250 4.1%
2
<PAGE>
Approximate
Percentage of
Name and Address Number of Shares Outstanding Shares(3)
---------------- ---------------- ---------------------
William C. McEwen(1)(3) 6,100 *
Martin O'Dowd(1)(3) 2,960 *
David Wiederecht(1)(4) ---
Anthony Mariani(1)(4) ---
Colin Stacey ---
Richard H. Bryant(1) ---
Daniel DeBou(3) 13,200 *
Paul Tilbury(3) 22,000 *
General Electric
Investment Private
Placement Partners II(5) 237,221 7.7%
All Directors and Executive 731,885
Officers as a Group
- - ---------------
(1) Each person is a director.
(2) Excludes an aggregate of 100,000 shares subject to conditional options
issued to the founders of the Company prior to the public offering
pursuant to a Founders Retention Plan, no part of which are exercisable
prior to 1998.
(3) Includes all vested options granted to directors and executive officers
pursuant to the 1993 Employee Stock Option Plan and the 1993 Director
Stock Option Plan as of March 31, 1998.
(4) Messrs. Wiederecht and Mariani are employed by a fund, the holdings of
which are separately stated herein.
3
<PAGE>
(5) Excludes up to 1,466,666 additional Shares subject to Warrants and
Subordinated Convertible Debentures held by
the Fund.
* = less than one percent.
4
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Memorandum and Articles of Association provide for the
election of the Board of Directors at each annual meeting of the Company's
Shareholders. Each person so elected shall serve until their respective
successors shall have been elected and qualified.
It is intended that votes will be cast, pursuant to authority granted
by the enclosed proxy, for the election of the nominees named below as directors
of the Company, except as otherwise specified in the proxy. Directors shall be
elected by a plurality of the votes present in person or represented by proxy at
the Annual Meeting and entitled to vote on the election of directors. In the
event any one or more of such nominees shall be unable to serve, votes will be
cast, pursuant to authority granted by the enclosed proxy, for such person or
persons as may be designated by the present Board of Directors to fill the
vacancy. The Company is not aware of any nominee who will be unable, or who
intends to decline, to serve as a director.
The names and ages of the nominees as of April 30, 1998, and certain
information about them, are set forth below:
Name Age Principal Occupation
---- --- --------------------
Jeffrey M. Barnett(a)(b) 59 Chairman of the Board and Founder
Martin O'Dowd (a) 50 President and Chief Executive
Officer of the Company
George W. Pitman 56 Vice President of Design and
Development/Director
William L. McEwen(a)(b) 73 Independent Entrepreneur, Real
Estate and Telecommunications
5
<PAGE>
Name Age Principal Occupation
---- --- --------------------
David Wiederecht(a)(b) 42 Vice President, Alternative
Investments, GE Investment
Corporation
Anthony Mariani(a) 33 Vice President, Private Equities,
GE Investment Corporation
Richard H. Bryant 44 Vice President and Chief Financial
Officer of the Company/Interim
Director
- - ---------------------------
(a) Audit Committee
(b) Compensation Committee
Executive Officers and Directors
Jeffrey M. Barnett co-founded the predecessor of the Company in 1977
with his twin brother, Peter J. Barnett, and their long-time business colleague,
Mr. George W. Pitman. Jeffrey M. Barnett has been Chairman of the Board of the
Company since its inception. Peter J. Barnett was until August of 1997,
Executive Vice President and Secretary, of the Company. He resigned as a member
of the Board of Directors in March of 1998.
Martin O'Dowd was first elected to the Board of Directors of the
Company in June of 1995, initially serving as an outside director. In August of
1997, he was elected to serve as President of Elephant & Castle International,
Inc., and on March 19, 1998, was elected President and Chief Executive Officer.
Previously, from May of 1995, until April 28, 1997, he was President and Chief
Operating Officer of Rainforest Cafe, Inc., Minneapolis, MN. From July 1987 to
May 1995, Mr. O'Dowd was Corporate Director of Food and Beverage Services for
Holiday Inn Worldwide, where Mr. O'Dowd was responsible for approximately $250
million in annual food and beverage revenue and was responsible for concept
development, strategic planning, and operations for 120 company-owned units.
Previously, Mr. O'Dowd was Vice President and General Operations Manager for the
New York based Hard Rock Cafe Organization, and prior to that was associated
with Steak & Ale Restaurants.
6
<PAGE>
George W. Pitman, Vice President - Design and Development, is one of
the founders of the Company and serves as a key executive and a director of the
Company since prior to the initial public offering.
Colin Stacey is the Chief Operating Officer of the Company since June
of 1997. Prior to joining the Company, Mr. Stacey was President and Chief
Executive Officer of Keg's Restaurants, a North American subsidiary of Whitbread
PLC, from 1992 to June of 1997. Prior to this assignment, Mr. Stacey occupied
senior management positions within Whitbread's restaurants and leisure
businesses in the United Kingdom and Australia. Subsequent to the 1997 Annual
Meeting, Mr. Stacey was elected by the Board to serve as a director of the
Company, but has taken an indeterminate leave from service as a director due to
the fact that corporate law in British Columbia requires a majority of the
directors to be Canadian citizens, as Mr. Stacey currently is not a Canadian
citizen.
Richard Hugh Bryant, is Vice President and Chief Financial Officer of
the Company since November of 1997. Prior to joining the Company, Mr. Bryant was
Chief Financial Officer of the KEG Restaurants Limited, a subsidiary of
Whitbread PLC from August of 1993 to June of 1997. Prior thereto, he served as
financial controller of the Whitbread Beer Company, a division of Whitbread PLC,
from June of 1990 until August of 1993. Since March of 1998, Mr. Bryant has been
serving as an interim director of the Company, pending Mr. Stacey's availability
to do so.
William L. McEwen is an independent entrepreneur who is the
owner/manager of residential and commercial properties in Ottawa, Ontario, and
Vancouver, B.C. Mr. McEwen is Chairman of the Board and Chief Executive Officer
of Tasco Communications, Inc., a paging and telephone answering company. He is
Vice President of the Liberal Party of Canada and a Knight of the Order of Saint
Jean of Jerusalem. Mr. McEwen was first elected a director in 1993.
David Wiederecht is Vice President of Alternative Investments for GE
Investment Corporation since January 1994. Prior to his current assignment, he
served GE Investments in various senior financial management assignments in
GEIC's real estate and finance organization since 1988. Prior to joining GEIC,
Mr. Wiederecht worked at various assignments within General Electric Company,
7
<PAGE>
including corporate headquarters and GE's audit staff. Mr. Wiederecht was first
elected to the Board of Directors of the Company in January, 1996.
Anthony Mariani is a Vice President for GE Investment Corporation since
January, 1997. Prior to his current assignment, he worked at various assignments
in GE Investments' private equities and finance organizations since 1988. Mr.
Mariani was first elected to the Board of Directors of the Company in January,
1996.
Daniel DeBou, Chartered Accountant, has been the Chief Accounting
Officer of the Company since January 1, 1993. Prior to joining the Company, Mr.
DeBou was employed from 1978 to 1992 in various financial capacities with
Woodward Stores Limited, a publicly-owned company traded on the Toronto Stock
Exchange and engaged in the operation of department and specialty stores.
Paul Tilbury, formerly Vice President of Operations, and Regional
Manager Central Region, has served the Company since 1983, and is currently
employed as the Director of Operations of Rainforest Cafe - Vancouver, the
Canadian Rainforests Restaurant Inc. initial restaurant, of which the Company is
a joint venture owner. Mr. Tilbury is the nephew of Mr. Jeffrey M. Barnett.
Meetings, Attendance, Committees
The Board of Directors of the Company held seven (7) regular meetings
in 1997. Following its public offering, the Board created two standing
committees: the Compensation Committee and the Audit Committee. Each incumbent
director attended at least 75% of the aggregate of: (1) the total number of
Board meetings held during the period he was a director; and (2) the total
number of meetings held by all Committees of the Board on which he served during
such period.
It is the function of the Compensation Committee to review the
Company's remuneration policies and practices, administer certain of the
Company's incentive compensation and stock option plans, and establish the
salaries of the executive officers of the Company. Messrs. Jeffrey M. Barnett,
William McEwen and David Wiederecht currently comprise the Compensation
Committee. It is the function of the Audit Committee to review the external
audit programs of the Company and to make recommendations to the Board of
Directors of the Company concerning its appointment of independent auditors, the
conduct of the audit and related matters. Messrs. Jeffrey Barnett, William
McEwen, Martin O'Dowd, David Wiederecht and Anthony Mariani currently serve as
the Audit Committee. The Committees meet separately from, but usually on the
same days as, regularly scheduled Board meetings. The Company does not maintain
a nominating committee or one performing a similar function.
8
<PAGE>
Compensation of Directors
Directors who are not employees or officers of the Company (herein the
"Outside Directors") are currently separately compensated for their services as
follows: CDN $500.00 cash for each three months as a director, plus 1,000 shares
of Company Stock for each two years of service as an outside director. Certain
outside Directors have elected not to accept cash compensation and have
redirected their shares compensation to their employer. In addition, Mr. McEwen
was granted, upon election to the Board, immediately prior to its initial public
offering, non-qualified options to purchase 5,000 Common Shares each at a price
equal to 100% of the fair market value of the Common Shares as at the date of
the grant of such stock options. The options vest in two equal installments, on
each of the first two successive anniversaries of the date of grant, subject to
continued service, and are exercisable for a period of five years.
Executive Compensation
Report of the Compensation Committee
The Compensation Committee (the "Committee") is composed of three
directors, Jeffrey Barnett, Chairman and Founder of the Com pany, and Messrs.
McEwen and Wiederecht, two non-employee Directors. During 1997, the Committee
has not altered or otherwise modified the compensation practices and general
rates which prevailed for executives of the Company at the time of the 1993
public offering. In connection with the change of management, including the
hiring of Messrs. O'Dowd, as Chief Executive Officer, and Stacey, as Chief
Operating Officer, the Committee has undertaken to review compensation rates and
incentives offered by the Company against practices of similar-sized companies
in the same industry and same geographic areas in future periods.
The Compensation Committee
By: Jeffrey M. Barnett, Chairman
William McEwen
David Wiederecht
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
Jeffrey M. Barnett, Chairman of the Compensation Committee, is the
Chairman of the Company, and Martin O'Dowd, a member of the Committee, is
President and Chief Executive Officer of the Company. Messrs. McEwen, and O'Dowd
and Wiederecht are outside directors. The Company intends to continue a policy
of having directors unaffiliated with management to constitute a majority of the
members of the Compensation Committee. There are no interlocks among the members
of the Compensation Committee.
Summary Compensation Table
The following table sets forth a summary of the compensation of the
Chief Executive Officer of the Company and the two other founders of the Company
for their services rendered during fiscal years 1997, 1996 and 1995. All figures
are in Canadian dollars. The relative value of the Canadian dollar compared to
the U.S. dollar fluctuates from time to time. During 1997, the average value was
each CDN $1.00 equals U.S. $.73.
Base All Other
Salary Bonuses Compensation(1)
------ ------- ---------------
Jeffrey M. Barnett,
Chief Executive Officer
12/31/1997 CDN $164,373 ------ 47,200(1)
12/31/1996 152,361 ------ 25,026
12/31/1995 135,000 ------ 25,026
10
<PAGE>
Base All Other
Salary Bonuses Compensation(1)
------ ------- ---------------
Peter J. Barnett,
Executive Vice President
12/31/1997 CDN $406,607(2) ------ 38,437(1)
12/31/1996 141,075 ------ 18,997
12/31/1995 125,000 ------ 18,997
George W. Pitman
Vice President,
Design and Development
12/31/1997 CDN $ 99,750 ------ ------
12/31/1996 99,750 ------ ------
12/31/1995 95,000 ------ ------
No other officer of the Company earned in excess of U.S. $100,000 during the
fiscal year ended December 31, 1997.
(1) The other compensation consists of life insurance premiums paid on policies
on which the families of the insured are the sole beneficiaries. Also includes,
in 1997, certain perquisites deemed to be of a compensatory nature. In addition,
Mr. Jeffrey M. Barnett is the owner of an apartment in Toronto, Canada used by
the Company for various business purposes. The Company currently pays CDN $2,500
per month for the use thereof no part of which has been accounted for as other
compensation. The arrangement is scheduled to terminate at the end of 1998.
(2) Upon the termination of the employment of Mr. Peter J. Barnett in December
of 1997, Peter Barnett received termination pay equal to CDN $267,702 in
accordance with his employment agreement with the Company. See below.
The Company currently does not maintain and none of its executive
officers are eligible for deferred compensation, long-term incentive plan
payouts, restricted stock awards, or other similar compensatory arrangements.
The recently added principal executives are eligible for grants of options and
other pursuant to the Company's 1997 Employee Stock Compensation Plan, and
outside of such Plans.
11
<PAGE>
Employment Agreements
During 1993, the Company entered into five-year employment agreements
with the personal service corporations of Messrs. Jeffrey M. Barnett, Peter J.
Barnett and George W. Pitman. The agreements provide Messrs. Jeffrey M. Barnett,
Peter J. Barnett and Mr. George P. Pitman with base salaries of CDN $135,000,
CDN $125,000 and CDN $95,000, respectively, with certain defined cost of living
increases, other specified benefits such as an automobile allowance,
reimbursement of business expenses, and health, life and disability insurance.
During 1997, Peter Barnett resigned and received a termination pay bonus in
accordance with his agreement of CDN $267,702. Messrs. Barnett and Pitman are
entitled to receive their compensation through the date of termination if their
employment is terminated (i) by the Company otherwise than for good cause, (ii)
by reason of death or disability of the employee, or (iii) by the employee for
any reason, other than a voluntary termination. No other officer of director has
an employment agreement with the Company.
Founders Retention Plan
In 1993, prior to the public offering, the Board of Directors and the
shareholders of the Company adopted a plan pursuant to which Jeffrey M. Barnett,
Peter J. Barnett and George W. Pitman have been granted options to purchase an
aggregate of 100,000 Common Shares of the Company (43,750 to each Mr. Barnett
and 12,500 to Mr. Pitman). The options are exercisable at U.S. $6.60 per share
as to 20% of the shares pursuant to each Option Grant as of the 5th, 6th, 7th,
8th and 9th annual anniversaries of the grant date, subject to the Optionee's
continued employment by the Company on such dates. Mr. Peter Barnett's founder's
options have terminated.
12
<PAGE>
Employee Stock Option, and Stock Compensation Plans
The Board of Directors of the Company has adopted two Stock Plans, and
the shareholders have ratified such plans: They are the 1993 Stock Option Plan
and the 1997 Stock Compensation Plan.
Under the 1993 Stock Option Plan, options may be granted to key
salaried management and administration employees. Messrs. Jeffrey M. Barnett,
Peter J. Barnett and George W. Pitman are not eligible for grants pursuant to
the 1993 Plan. 100,000 shares were initially set aside for grants pursuant to
the 1993 Plan. 400,000 shares were set aside pursuant to the 1997 Stock
Compensation Plan. Options granted pursuant to both Plans vest 1/3 after 18
months; 2/3 after 30 months; and as to the balance, after 42 months. All options
expire on the fifth annual anniversary of the date of grant. 29,000 options were
granted to employees during 1997 pursuant to the 1997 Plan and 17,833 employee
stock options were exercised under the 1993 Plan during such year.
The 1993 Stock Option Plan and the 1997 Stock Compensation Plan are
intended to permit the Company to retain and attract qualified individuals who
contribute to the overall success of the Company and the achievement of
performance measures. Both Plans are administered by the Compensation Committee
of the Board of Directors, whose members determine to whom options will be
granted and the terms of the options. The Committee is entitled to accelerate
the vesting options upon such circumstances as it deems appropriate. Actual
vesting can be accelerated or delayed based on performance measures established
by the Compensation Committee.
No persons who are officers or directors either received any grants or
exercised any options under either Plan during fiscal 1997.
Certain Relationships and Related Transactions
During the first quarter of 1998, the Audit Committee of the Board of
Directors determined that there was reasonable cause to believe that certain
vendor rebates earned by the Company and certain income due to the Company from
the lease of table games were paid to, or used by, one or more officers or other
employees of the Company without proper authorization or appropriate
13
<PAGE>
accounting for such rebates. The Audit Committee thereupon authorized an inquiry
to be made under the aegis of the Registrant's counsel.
To date, after preliminary work by an outside forensic accountant, the
Committee has confirmed that certain of such rebates aggregating at least CDN
$50,000 were paid to persons or entities other than the Company. In the course
of its inquiry, the Audit Committee also determined that the Company's lease of
table games used at certain of the Company's restaurants was not adequately
documented and that a portion of such revenue may have been diverted. The
Committee has not yet quantified the amount of income from the lease of table
games not paid to the Company. The Company is reviewing all of its table game
lease documentation which were the subject of questionable operating procedures,
and is in the process of revising such documentation.
The Audit Committee's inquiry is continuing, and unless satisfied, may
require or suggest further steps to recover rebates paid by vendors of the
Registrant, or income from the lease of table games, not heretofore received by
the Registrant.
14
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors of the Company has selected Pannell Kerr Forster
Worldwide to serve as the independent accountants of the Company for the fiscal
year 1998, subject to ratification by the shareholders.
Pannell Kerr Forster Worldwide has advised the Company that it has no
direct or indirect financial interest in the Company or its subsidiaries nor any
other connection therewith except in the capacity of independent public
accountants.
A representative of Pannell Kerr Forster Worldwide is expected to be
present at the Annual Meeting of the Shareholders. Such representative will have
the right to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.
The proposal for ratification of the selection of Pannell Kerr Forster
Worldwide requires the approval of a majority of the Common Shares present and
voting at the meeting. If the proposal should not be approved, the Board of
Directors would have to select an alternate firm of auditors.
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL TWO
COMPLIANCE WITH SECTION 16(a) REPORTING
Each director, officer and beneficial owner of ten percent (10%) or
more of a registered class of the Company's equity securities is required to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of the Common Shares and other equity
securities of the Company by specific due dates. During the year ended December
31, 1997, all such filing requirements were complied with, except as follows:
Colin Stacey, who owned no shares or vested options, failed to file a
Form 3 when initially elected as an officer and director in August of 1997. That
filing is being currently made.
15
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote the shares they
represent as the Board of Directors may recommend.
AVAILABILITY OF REPORT ON FORM 10-KSB
The Company's Annual Report is being provided to shareholders together
with this Proxy Statement. The Annual Report is not incorporated in this Proxy
Statement by reference. Any shareholder of record and each beneficial owner of
the Company's securities not in receipt of Form 10-KSB may obtain a copy thereof
without charge upon written request addressed to Rick Bryant, Vice President and
Chief Financial Officer, c/o: Elephant & Castle Group Inc., 856 Homer Street,
Vancouver, British Columbia, Canada V6B 2W5.
16
<PAGE>
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR 1999 ANNUAL MEETING
Proposals of shareholders which are intended to be presented by such
shareholder at the Company's 1999 Annual Meeting must be received by the Company
no later than January 31, 1999 in order to be included in the Proxy Statement
and form of proxy relating to that meeting.
ELEPHANT & CASTLE GROUP INC.
By Order of the Board of Directors
June __, 1998
17
<PAGE>
FORM OF PROXY
ELEPHANT & CASTLE GROUP INC.
July 23, 1998
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned shareholder of Elephant & Castle Group Inc. (herein the
"Company") hereby appoints Jeffrey M. Barnett and Martin O'Dowd the proxy of the
undersigned (with power of substitution) to vote such shareholder's shares at
the Annual Meeting of the Shareholders of the Company to be held on July 23,
1998, and at any adjournments thereof, with respect to the proposals more fully
described in the Proxy Statement for the meeting in the manner specified, and on
any other business that may properly come before the meeting.
(TO BE SIGNED ON REVERSE SIDE)
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
THE DIRECTORS RECOMMEND A VOTE FOR THE PROPOSALS SET FORTH BELOW
1. Election of Directors:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all Nominees
contrary below) listed below
[ ] [ ]
INSTRUCTION: If you have marked "FOR" above but wish to withhold authority for
any individual nominee, strike a line through the nominee's name in the list
below.
Jeffrey M. Barnett
George W. Pitman
William L. McEwen
Martin O'Dowd
David Wiederecht
Anthony Mariani
Richard Bryant
2. Approval of Selection of Auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
- - ----------------------------
Signature
- - ----------------------------
Signature if held jointly
Dated: ____________________
Please sign exactly as name appears on your stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in full partnership name by authorized
person.
