SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET PARTNERS LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2004

3. Issuer Name and Ticker or Trading Symbol
GRANITE CITY FOOD & BREWERY LTD [ GCFB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	461,538	D
Common Stock⁽²⁾	52,444	D
Common Stock⁽³⁾	461,538	I	See Footnote 21⁽²¹⁾
Common Stock⁽⁴⁾	461,538	I	See Footnote 21⁽²¹⁾
Common Stock⁽⁵⁾	461,538	I	See Footnote 21⁽²¹⁾
Common Stock⁽⁶⁾	461,538	I	See Footnote 21⁽²¹⁾
Common Stock⁽⁷⁾	461,538	I	See Footnote 21⁽²¹⁾
Common Stock⁽⁸⁾	461,538	I	See Footnote 21⁽²¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants⁽⁹⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	D
Warrants⁽¹⁰⁾	09/17/2004	09/17/2009	Common Stock	20,000	$5	D
Series A Convertible Preferred Stock⁽¹¹⁾	10/01/2002	⁽²²⁾	Common Stock	25,316	$1.58	D
Warrants⁽¹²⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	I	See Footnote 21⁽²¹⁾
Series A Convertible Preferred Stock⁽¹³⁾	10/01/2002	⁽²²⁾	Common Stock	94,936	$1.58	D
Warrants⁽¹⁴⁾	10/01/2002	10/01/2007	Common Stock	47,468	$1.58	D
Warrants⁽¹⁵⁾	12/20/2002	12/20/2007	Common Stock	47,468	$1.58	D
Warrants⁽¹⁶⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	I	See Footnote 21⁽²¹⁾
Warrants⁽¹⁷⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	I	See Footnote 21⁽²¹⁾
Warrants⁽¹⁸⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	I	See Footnote 21⁽²¹⁾
Warrants⁽¹⁹⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	I	See Footnote 21⁽²¹⁾
Warrants⁽²⁰⁾	09/17/2004	09/17/2009	Common Stock	184,615	$5	I	See Footnote 21⁽²¹⁾
Series A Convertible Preferred Stock⁽¹³⁾	12/20/2002	⁽²²⁾	Common Stock	94,936	$1.58	D

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET PARTNERS LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KOHLER GARY S

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDLEAF ANDREW

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET FUND LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Whitebox Intermarket Advisors, LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Whitebox Intermarket Fund, Ltd.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reporting person is Whitebox Intermarket Partners, L.P.

2. Reporting person is Gary S. Kohler

3. Reporting person is Gary S. Kohler

4. Reporting person is Andrew J. Redleaf

5. Reporting person is Whitebox Advisors, LLC

6. Reporting person is Whitebox Intermarket Advisors, LLC

7. Reporting person is Whitebox Intermarket Fund, L.P.

8. Reporting person is Whitebox Intermarket Fund, Ltd.

9. Reporting person is Whitebox Intermarket Partners, L.P.

10. Reporting person is Gary S. Kohler

11. Reporting person is Gary S. Kohler

12. Reporting person is Gary S. Kohler

13. Reporting person is Andrew J. Redleaf

14. Reporting person is Andrew J. Redleaf

15. Reporting person is Andrew J. Redleaf

16. Reporting person is Andrew J. Redleaf

17. Reporting person is Whitebox Advisors, LLC

18. Reporting person is Whitebox Intermarket Advisors, LLC

19. Reporting person is Whitebox Intermarket Fund, L.P.

20. Reporting person is Whitebox Intermarket Fund, Ltd.

21. Each of Gary S. Kohler, Andrew J. Redleaf, Whitebox Advisors, LLC, Whitebox Intermarket Advisors, LLC, Whitebox Intermarket Fund, L.P., and Whitebox Intermarket Fund, Ltd. share voting and investment power with respect to the shares of common stock beneficially owned by Whitebox Intermarket Partners, L.P. However, Messrs. Kohler and Redleaf, Whitebox Advisors, LLC, Whitebox Intermarket Advisors, LLC, Whitebox Intermarket Fund, L.P. and Whitebox Intermarket Fund, Ltd. each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares.

22. There is no expiration date for exercise of the Series A Convertible Preferred Stock.

Remarks:

Pursuant to Instruction 5(b)(v) of the General Instructions to Form 3, this joint filer information is also being filed on behalf of the reporting owners set forth herein.

	/s/ Gary S. Kohler	10/18/2004
	/s/Andrew J. Redleaf	10/18/2004
	/s/ Jonathan Wood, Chief Financial Officer, for Whitebox Advisors, LLC, Whitebox Intermarket Partners, L.P., Whitebox Intermarket Fund, L.P., Whitebox Intermarket Advisors, LLC and Whitebox Intermarket Fund, Ltd.	10/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.