SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
NOVEMBER 4, 1994
(Date of Earliest Event Reported)
TOWN & COUNTRY CORPORATION
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-14394 04-2384321
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
25 UNION STREET, CHELSEA, MASSACHUSETTS 02150
(Address of principal executive offices, including Zip Code)
(617) 884-8500
(Registrant's telephone number, including area code)
The Exhibit Index appears on page 4.
There are 5 pages in this Report, including exhibits.
Item 5 -- Other Events
On November 4, 1994, Town & Country Corporation (the "Company") entered
into agreements with certain holders of the Company's exchangeable preferred
stock, $1.00 par value per share (the "Exchangeable Preferred"), to issue one
share of the Company's convertible redeemable preferred stock, $1.00 par value
per share (the "Convertible Preferred"), for each share of Exchangeable
Preferred which such holders exchanged for shares of common stock of Little
Switzerland, Inc. On November 7, 1994, the Company issued a press release with
respect to this transaction. The press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 7 -- Financial Statements, Pro Forma Financial Information and Exhibits
Page*
(a) Financial Statements of Business Acquired Not Applicable
(b) Pro Forma Financial Information Not Applicable
(c) Exhibits
99.1 Press release dated November 7, 1994 5
*In sequentially numbered copy.
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.
TOWN & COUNTRY CORPORATION
Date: November __ , 1994 By: ____________________________________
Francis X. Correra
Senior Vice President
125194.c1
EXHIBIT INDEX
Exhibit Page*
99.1 Press release dated November 7, 1994 5
*In sequentially numbered copy.
125194.c1
TOWN & COUNTRY TO ISSUE CONVERTIBLE PREFERRED STOCK
IN PRIVATE PLACEMENT
CHELSEA, Massachusetts, November 7, 1994 -- Town & Country Corporation
(AMEX:TNC) reported today that the Company has entered into an agreement to
complete a private placement with certain current holders of its Exchangeable
Preferred Stock.
The Exchangeable Preferred Stock currently is exchangeable for shares of
common stock of Little Switzerland, Inc. Under the terms of the private
placement, Town & Country has offered these holders of the Exchangeable
Preferred Stock one share of a new Convertible Preferred Stock for each share of
Exchangeable Preferred Stock which they exchange into Little Switzerland stock.
Each share of the new Convertible Preferred Stock is convertible into two
shares of the Company's Class A Common Stock.
The Convertible Preferred Stock has not been registered under the
Securities Act of 1933 or the securities laws of any state and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Town & Country Corporation is an international manufacturer of fine
jewelry with facilities in Massachusetts, New York, Texas, Hong Kong, and
Bangkok, Thailand. Town & Country has approximately 2,500 employees worldwide,
about 1,500 of which are located in Massachusetts at the Company's headquarters
in Chelsea and at its Balfour subsidiary in Attleboro.
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