1 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): November 23, 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 organization) Number) (Identification Number) 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.) 2 Item 5. Other Events. ------------ In conjunction with the offering of its 9.25% Series B Notes due December 1, 2003, the Company executed an Underwriting Agreement with McDonald Investments Inc., attached hereto as Exhibit 1.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (c) Exhibits -------- 1.2 Underwriting Agreement, dated as of November 23, 1998, between the Company and McDonald Investments Inc. 3 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: November 23, 1998 By: /s/ RICHARD A. STRATTON ------------------------------------ Richard A. Stratton, President, Chief Executive Officer and Director