1 EXHIBIT 12.2 TOWN & COUNTRY CORPORATION AND SUBSIDIARIES HISTORICAL RATIO OF EARNINGS TO FIXED CHARGES, EXCHANGEABLE PREFERRED STOCK DIVIDENDS AND ACCRETION AND CONVERTIBLE PREFERRED STOCK DIVIDENDS Historical ---------- Fiscal Year Ended Three Months Ended February 25, 1996 May 26, 1996 (Unaudited) (Unaudited) ----------------- ------------------ Fixed charges: Interest expense (including amortization of debt discount and expense).................. $ 13,154 $ 3,159 Interest element of rental expense.............. 640 183 -------- ------- Total fixed charges............................. 13,794 3,342 Dividends on Convertible Preferred Stock........ -- -- Accretion of discount and dividends on Exchangeable Preferred Stock................ 1,040 223 -------- ------- Total fixed charges and preferred stock accretion of discount and dividends......... $ 14,834 $ 3,565 ======== ======= Earnings: Net loss attributable to common stockholders.... $ (2,906) $(2,078) Provision for income taxes...................... 164 80 Fixed charges and preferred stock dividends..... 14,834 3,565 -------- ------- Total $ 12,092 $ 1,567 ======== ======= Ratio of total earnings to fixed charges and preferred stock dividends(1)................ .82x .44x <FN> - --------------- (1) Calculated by dividing total earnings by total fixed charges and preferred stock accretion of discount and dividends for the period. For the year ended February 25, 1996, the Company's earnings before fixed charges and preferred stock accretion of discount and dividends were insufficient to cover fixed charges by approximately $2.7 million. For the three months ended May 26, 1996, the Company's earnings before fixed charges and preferred stock accretion of discount and dividends were insufficient to cover fixed charges by approximately $2 million. The Company assumed no tax provision on the preferred stock dividends.