SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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): December 1, 1998 LITCHFIELD FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Massachusetts 0-19822 04-3023928 (State or other jurisdiction of (Commission File (IRS Employer incorporation or Number) Identification Number) organization) 430 Main Street, Williamstown, MA 01267 05352 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (413) 458-1000 (Former name or former address, if changed since last report.) Item 5. Other Events. In conjunction with the sale of its 9.25% Series B Notes due December 1, 2003, the Company executed a Second Supplemental Indenture with the Bank of New York, as Trustee, attached hereto as Exhibit 4.3. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 4.3 Second Supplemental Indenture, dated as of December 1, 1998, between the Company and The Bank of New York, Trustee. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LITCHFIELD FINANCIAL CORPORATION Dated: December 1, 1998 By: /s/Richard A. Straton Richard A. Stratton, President, Chief Executive Officer and Director