SC 13D/A 1 sch13d-a_13183.txt SCHEDULE 13D/A - ELEPHANT & CASTLE ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) 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 06904 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 2004 -------------------------------------------------------------------------------- (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 21 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 23,851,916* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 23,851,916* ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,851,916* ------------ ------------------------------------------------------------------- 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) 92.3% ------------ ------------------------------------------------------------------- 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 21 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* 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 23,851,916* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 23,851,916* ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,851,916* ------------ ------------------------------------------------------------------- 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) 92.3% ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ * 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 21 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. 9 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, and 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 and Amendment No. 8 filed thereto on October 3, 2002 (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 January 3, 2005, attached hereto as Schedule I. Item 2. Identity and Background. ------ ----------------------- Paragraph 2 of Item 2 of the Schedule 13D is hereby deleted in its entirety and the following paragraph is inserted in lieu thereof: "The address of the principal offices of the Partnership and GEAM is 3001 Summer Street, Stamford, Connecticut 06904. The address of the principal offices of General Electric Company is 3135 Easton Turnpike, Fairfield CT 06828." 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, Yoshiaki Fujimori, an executive officer of GE, is a citizen of Japan, Ferdinando Beccalli, an executive officer of GE, is a citizen of Italy, Sir William Castell, an executive officer of GE, is a citizen of the United Kingdom and Shane Fitzsimons, an executive officer of GE, is a citizen of Ireland." PAGE 5 OF 21 PAGES Item 3. Source and Amount of Funds and Other Consideration. ------ -------------------------------------------------- The last sentence of Item 3 of the Schedule 13D is hereby deleted in its entirety and the following sentence is inserted in lieu thereof: "Copies of the amendments to the Security Agreements were attached as Exhibits II and IV to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons in April 2002." Item 3 of the Schedule 13D is hereby further amended by inserting the following new paragraphs immediately at the end thereof: "On December 17, 2004, the Issuer and the Partnership entered into an Amended and Restated Note and Stock Purchase Agreement (the "2004 Agreement") which amended and restated the 2001 Agreement. A copy of the 2004 Agreement is attached hereto as Exhibit I. Pursuant to the 2004 Agreement, (i) the Senior Notes were amended and restated and the Senior Secured 14% Notes in the principal amount of $4,203,879, dated December 17, 2004 and maturing on December 18, 2009 (the "New Senior Notes"), (ii) the Partnership received from the Issuer 3,653,972 Preferred Shares, Series A ("Preferred Shares") and (iii) the Partnership received from the issuer a warrant to purchase 1,750,000 shares of Common Stock exercisable until December 17, 2014 for an exercise price of CDN$0.667 (the "New Warrant"). In consideration for the foregoing, the Partnership surrendered its Junior Notes and has waived the payment by the Issuer of all accrued and unpaid interest on the Senior Notes and Junior Notes through December 17, 2004, in the aggregate amount equal to $1,208,811. The powers, rights and privileges of the holders of the Preferred Shares are described in the Issuer's Special Rights and Restrictions Attached to the Preferred Shares, Series A ("Preferred Rights"), attached as Exhibit II hereto. Each Preferred Share is convertible, on 20 days notice, into shares of Common Stock, subject to restrictions described below, at a one-to-three rate, with certain anti-dilution protections as more fully described in the Preferred Rights, (i) at the option of the holder or (ii) by the Issuer, if the Issuer reaches certain EBITDA targets and the Issuer will convert all outstanding Preferred Shares. The powers, rights and privileges of the holders of the New Warrants are described in the Form of Warrant attached as Exhibit III hereto. The Warrants are exercisable at any time for a purchase price of CDN$0.667 per Common Share and expires on December 17, 2014, with certain anti-dilution protections as more fully described in the New Warrants. In connection with the transactions described above, the Partnership and the Issuer amended the Security Agreements to secure the aggregate principal amount of the New Senior Notes. Copies of the amendments to the Security Agreements are attached hereto as Exhibits IV and V." Item 4. Purpose of Transaction. ------ ---------------------- Item 4(a) of Schedule 13D is hereby amended by deleting paragraph 10 thereof and by inserting the following new paragraphs in lieu thereof to read in their entirety as follows: "In December 2004, the Partnership received from the Issuer, in exchange for the 2001 Notes the New Senior Notes, the Preferred Shares and the New Warrant." PAGE 6 OF 21 PAGES Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ Items 5(a) and 5(b) of the Schedule 13D are hereby deleted in their entirety and the following is inserted in lieu thereof: (a) The Partnership and GEAM beneficially own 15,970,776 shares of Common Stock, representing 88.93% 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 23,851,916 shares of Common Stock representing 92.3% 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) 7,341,028 shares of Common Stock of the Group (ii) 14,615,888 shares of Common Stock upon the conversion of all the Group's Preferred Shares and (iii) 1,750,000 shares of Common Stock upon the exercise of all the outstanding New Warrants. Pursuant to the Settlement Agreement, the Partnership and GEAM have the right to vote 570,375 shares of Common Stock owned by Barnett on any election for directors in favor of nominees selected by the Board of Directors, subject to an obligation to vote for Barnett's election or under certain circumstances, in the event of his death, his executor. The Reporting Persons disclaim the beneficial ownership of all the shares subject to the Settlement Agreement. (b) 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. The Reporting Persons disclaim any voting or dispositive power over the shares beneficially owned by Crown or Management." Item 6. Contracts, Arrangements, Understandings or Relations with Respect to ------ -------------------------------------------------------------------- Securities of the Issuer. ------------------------ The last paragraph of Item 6 of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: "Pursuant to the 2004 Agreement, so long as the Partnership shall be the beneficial owner, in the aggregate, of at least 25% of the Common Stock owned on a fully diluted basis, the Issuer (a) will nominate and recommend as candidates for election to the Board of Directors of the Issuer at least two (2) persons 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 PAGE 7 OF 21 PAGES Directors, and, as soon as available, will provide to such designated Person(s) all reports, financial statements or other information distributed to the Board of 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. Pursuant to that certain Inter-Shareholders Agreement, dated as of December 17, 2004 (the "Inter-Shareholders Agreement"), among the Issuer, the Partnership, Crown Life Insurance ("Crown") and certain members of management of the Issuer ("Management"), attached as Exhibit VI hereto, each of the Partnership, Crown and the Management agreed to vote its Common Stock in favor of (i) two nominees of the Partnership to the Board of Directors of the Issuer provided the Partnership holds at least 20% of the Common Stock (on a fully diluted basis) or one nominee if the Partnership holds less than 20% but more than 10% of the Common Stock (on a fully diluted basis), (ii) one nominee of Crown to the Board of Directors provided that Crown holds at least 10% of the shares of the Issuer (on an undiluted basis, assuming Crown has exercised all of its warrants) and (iii) Richard Bryant or his nominee to the Board of Directors, provided that he continues to be the president and chief executive officer of the Issuer. The Reporting Persons expressly disclaim that they are members of a "group" with Crown and Management. The Inter-Shareholders Agreement restricts the ability of any member of the Group to transfer their shares in the Issuer. If the Partnership intends to sell any shares of the Issuer to a third party in a private transaction, Crown and Management will have the right to participate in such sale. If the Partnership receives an offer from a third party to purchase all of its shares of the Issuer, Crown and Management would be required to sell their shares to such third party purchaser. If any party to the Inter-Shareholder Agreement seeks to sell its shares other than on the open market or when there is an unsolicited offer to buy such shares, such party is obligated to deliver to the other parties an invitation to make a first offer for such party's shares. In addition, the Issuer agrees to give the parties to the Inter-Shareholder Agreement a pre-emptive right on any issuance of Common Stock of the Issuer. Further details concerning the rights and obligations of Partnership, Crown, Management and the Issuer can be found in the body of the Inter-Shareholders Agreement. Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Partnership, GEAM, 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 or profits, division of profits or loss, or the giving or withholding of parcels." PAGE 8 OF 21 PAGES Item 7. Material to Be Filed as Exhibits. ------ -------------------------------- Item 7 of Schedule 13D is hereby deleted in its entirety and the following is inserted thereof: "Exhibit I The Amended and Restated Note and Stock Purchase Agreement, dated December 17, 2004 between the Issuer and the Partnership. Exhibit II Issuer's Special Rights and Restrictions Attached to the Preferred Shares, Series A. Exhibit III Form of Warrant of Issuer issued on December 17, 2004. Exhibit IV Amendment No. 2, dated December 17, 2004, to Security Agreement (US), dated as of October 6, 1999, and amended as of December 12, 2001, among the Issuer, Elephant & Castle, Inc., Alamo Grill, Inc., Elephant and Castle of Pennsylvania, Inc., E&C Pub, Inc., Massachusetts Elephant & Castle Group, Inc., Elephant & Castle International, Inc. and the Partnership. Exhibit V Modification Agreement - Second Amendment, dated December 17, 2004, to the Security Agreement (Canada), dated October 6,1999 and amended December 12, 2001, among the Issuer, Elephant and Castle Canada Inc. and the Partnership. Exhibit VI The Inter-Shareholders Agreement, dated as of December 17, 2004, among the Issuer, the Partnership, Crown and Management. The Note, Stock Purchase and 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 March 14, 1997, and is incorporated herein by reference. Amendment No. 3, dated October 17, 1997, to the Note, Stock Purchase and Warrant Agreement, dated November 30, 1995 (as amended) was attached as Exhibit I to the Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on November 6, 1997 and is incorporated herein by reference. Amendment No. 4 dated December 8, 1998, to the Note, Stock Purchase and Warrant Agreement, dated November 30, 1995 (as amended) was attached as Exhibit I to the Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on December 22, 1997 and is incorporated herein by reference. Note Agreement dated December 8, 1998, between the Issuer and the Partnership was attached as Exhibit II to the Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on December 22, 1997 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 the Schedule 13D filed by the Reporting Persons on March 14, 1997, and is incorporated herein by reference. Note, Stock Purchase and Warrant Agreement dated as of January 1, 1999, between the Issuer and the Partnership was attached as Exhibit I to the Amendment No. 5 to the PAGE 9 OF 21 PAGES Schedule 13D filed by the Reporting Persons on February 23, 1999 and is incorporated herein by reference. Voting Trust Agreement made effective as of July 16, 1999, among Jeffrey M. Barnett, Jephco Holdings, Barnesco Holdings Ltd., the Partnership and GEAM was attached as Exhibit I to the Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on April 19, 2001 and is incorporated by reference herein. Security Agreement dated as of October 6, 1999, among the Partnership, the Issuer and certain subsidiaries of the Issuer signatories thereto was attached as Exhibit II to the Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on April 19, 2001 and is incorporated by reference herein. Amended and Restated Note, Stock Purchase and Warrant Agreement, dated December 12, 2001, between the Issuer and the Partnership was attached as Exhibit I to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein. Amendment No. 1, dated December 12, 2001, to the Security Agreement (US), dated October 6, 1999, among the Issuer, Elephant & Castle, Inc., Alamo Grill, Inc., Elephant and Castle of Pennsylvania, Inc., E&C Pub, Inc., Massachusetts Elephant & Castle Group, Inc. and Elephant & Castle International, Inc. was attached as Exhibit II to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein. Security Agreement (Canada), dated October 6,1999, among the Issuer, Elephant and Castle Canada Inc. and the Partnership was attached as Exhibit III to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein. Amendment No. 1, dated December 12, 2001, to the Security Agreement (Canada), dated October 6,1999, among the Issuer, Elephant and Castle Canada Inc. and the Partnership was attached as Exhibit IV to the Amendment No. 7 to the Schedule 13D filed by the Reporting Persons on April 19, 2002 and is incorporated by reference herein." 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 10 OF 21 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: January 3, 2005 PAGE 11 OF 21 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/ John. H. Myers -------------------------------- Name: John H. Myers Title: Vice President Dated: January 3, 2005 PAGE 12 OF 21 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: January 3, 2005 PAGE 13 OF 21 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: January 3, 2005 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/ John. H. Myers ---------------------------------------- Name: John H. Myers Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore ---------------------------------------- Name: Michael M. Pastore Title: Vice President PAGE 14 OF 21 PAGES Schedule II ----------- GE ASSET MANAGEMENT INCORPORATED The business address of each of the persons listed below is 3001 Summer Street, Stamford, Connecticut 06904. Name Present Principal Occupation ---- ---------------------------- David B. Carlson Director and Executive Vice President of GEAM and Trustee of GEPT Michael J. Cosgrove Director and Executive Vice President of GEAM and Trustee of GEPT Pamela K. Halligan Director and Vice President of GEAM Kathryn D. Karlic Director and Executive Vice President of GEAM Ralph R. Layman Director and Executive Vice President of GEAM and Trustee of GEPT Alan M. Lewis Director and Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT Robert A. MacDougall Director and Executive Vice President of GEAM and Trustee of GEPT John H. Myers Director and Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT Anthony J. Sirabella Director and Senior Vice President - Chief Information Officer of GEAM Donald W. Torey Director and Executive Vice President of GEAM and Trustee of GEPT John J. Walker Director and Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT Citizenship of all Named Persons -------------------------------- U.S.A. PAGE 15 OF 21 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 GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Electric Chalfont St. Giles Company; President and CEO, HP8 4SP Great Britain GE Healthcare D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06828 Electric Company; Chairman, General Electric Capital Services, Inc. A.M. Fudge Young & Rubicam, Inc. Chairman and Chief Executive 285 Madison Avenue Officer, New York, NY 10017 Young & Rubicam, Inc. 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 Fairfield, CT 06828 Officer, 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 PAGE 16 OF 21 PAGES K.G. Langone Invemed Associates, Inc. Chairman, President and Chief 375 Park Avenue Executive Officer, New York, NY 10152 Invemed Associates, Inc. R.S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer Suite 200 New Brunswick, NJ 08901 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 Retired Partner International 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 345 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 C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. PAGE 17 OF 21 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 F. Beccalli General Electric Company Senior Vice President - GE Europe 3135 Easton Turnpike Fairfield, CT 06828 C.T. Begley General Electric Company Vice President - GE Rail 2901 East Lake Road Erie, PA 16531 D.L. Calhoun General Electric Company Senior Vice President - 1 Neumann Way GE Transportation Cincinnati, OH 05215 J.P. Campbell General Electric Company Senior Vice President - Appliance Park GE Consumer & Industrial Louisville, KY 40225 W.H. Cary General Electric Company Vice President - 3135 Easton Turnpike Investor Communications Fairfield, CT 06828 K.A. Cassidy General Electric Company Vice President and GE Treasurer 201 High Ridge Road Stamford, CT 06905-3417 Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Electric Chalfont St. Giles Company; President and CEO, HP8 4SP Great Britain GE Healthcare W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 PAGE 18 OF 21 PAGES P. Daley General Electric Company Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06828 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06828 Company; Chairman, General Electric Capital Services, Inc. B.B. Denniston III General Electric Company Vice President and General Counsel 3135 Easton Turnpike Fairfield, CT 06828 S.C. Donnelly General Electric Company Senior Vice President - One Research Circle GE Global Research Niskayuna, NY 12309 S. Fitzsimons General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06828 and Analysis Y. Fujimori General Electric Company Senior Vice President - GE Asia 21 Mita 1-chome Meguro-ku 3d Floor Alto Tokyo, Japan 153-0062 A.H. Harper General Electric Company Senior Vice President - 260 Long Ridge Road GE Equipment Management Stamford, CT 06927 B.W. Heineman, Jr. General Electric Company Senior Vice President - Law 3135 Easton Turnpike and Public Affairs Fairfield, CT 06828 J.M. Hogan General Electric Company Senior Vice President - P.O. Box 414 GE Healthcare Milwaukee, WI 53201 J. Krenicki General Electric Company Senior Vice President - 1 Plastics Avenue GE Advanced Materials Pittsfield, MA 01201 M.A. Neal General Electric Company Senior Vice President - 260 Long Ridge Road GE Commercial Finance Stamford, CT 06927 PAGE 19 OF 21 PAGES D.R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 J.A. Parke General Electric Company Senior Vice President - 260 Long Ridge Road General Electric Company Stamford, CT 06927 Vice Chairman, GE Capital Corporation R.R. Pressman General Electric Company Senior Vice President - 5200 Metcalf Avenue Employers Reinsurance Corporation Overland Park, KS 66201 G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06828 J.G. Rice General Electric Company Senior Vice President - 4200 Wildwood Parkway GE Energy Atlanta, GA 30339 K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06828 L.G. Trotter General Electric Company Senior Vice President - Appliance Park GE Consumer and Industrial Louisville, KY 40225 W.A. Woodburn General Electric Company Senior Vice President - 187 Danbury Road GE Infrastructure Wilton, CT 06897 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 ----------- Ferdinando Beccalli Italy Sir William Castell U.K. Shane Fitzsimons Ireland Yoshiaki Fujimori Japan All Others U.S.A. PAGE 20 OF 21 PAGES INDEX OF EXHIBITS ----------------- The following exhibits are incorporated by reference herein as indicate below: EXHIBIT NUMBER DESCRIPTION ------ ----------- I The Amended and Restated Note and Stock Purchase Agreement, dated December 17, 2004 between the Issuer and the Partnership (incorporated by reference to Exhibit 10.1 to Issuer's Current Report on Form 8-K dated December 23, 2004 (the "Form 8-K")). II Issuer's Special Rights and Restrictions Attached to the Preferred Shares, Series A (incorporated by reference to Exhibit 10.6 of the Form 8-K). VI The Inter-Shareholders Agreement, dated as of December 17, 2004, among the Issuer, the Partnership, Crown and Management (incorporated by reference to Exhibit 10.5 of the Form 8-K). PAGE 21 OF 21 PAGES