FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 1999
Elephant & Castle Group Inc.
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(Exact name of registrant as specified in its charter)
British Columbia, Canada 1-12134 N/A
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(State or other Commission IRS Employer
jurisdiction File No. Identification No.
of incorporation)
856 Homer Street, Vancouver B.C. Canada V6B 2W5
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(Address of principal executive officer)
Registrant's Telephone Number, including area code: (604)684-6451
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ITEM 5. OTHER EVENTS
On and as of February 1, 1999, the Registrant entered into series of
subscription agreements with a group of investors pursuant to which the
investors acquired approximately $3,300,000 in principal amount of newly issued
Convertible Subordinated Notes of the Registrant due December 31, 2003 (the
"Notes"). The Notes are convertible into Common Shares at the rate of $2.00 per
Share, a price representing a small premium above the trading price for the
Common Shares immediately before the transaction.
In addition, the Registrant issued and the Investors acquired, one year
Warrants to purchase additional Common Shares of the Registrant at $3.00 per
Share. A total of approximately 1,650,000 of one year Warrants were so issued.
GE Investment Private Placement Partners II, a Limited Partnership ("GEIPPP")
acquired $2,000,000 of the Notes of 1,000,000 of the One Year Warrants by
exchanging certain Exchange Notes due March 31, 2000. The Common Shares
purchasable by the Investors on conversion of the Notes, and on exercise of the
Warrants, if exercised, are required to be covered by a registration statement
relating to such Common Shares to be filed by the Company.
The Registrant intends to use the proceeds of the Convertible
Subordinated Notes, and the Warrants, if exercised, to meet general obligations
of the Company and to continue to build and develop its restaurants under the
brand names, Elephant & Castle, Alamo, and, with respect to a joint venture in
Canada only, Canadian Rainforest Restaurants Cafe. A Canadian Rainforest
restaurant was opened in Toronto, Canada (Scarborough) in February, 1999.
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Elephant & Castle Group Inc.
By /s/Rick Bryant
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Rick Bryant
Title Chief Financial Officer
Dated: February 12, 1999
