UNITED STATES 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 Date of Report November 12, 1997 TOWN & COUNTRY CORPORATION (Exact name of Registrant as specified in its charter) Commission File Number: 0-14394 Massachusetts 04-2384321 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 25 Union Street, Chelsea, Massachusetts 02150 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 884-8500 ITEM 2. Acquisition or Disposition of Assets On November 12, 1997, the Company completed the sale of its preferred stock investment in Solomon Brothers, Limited, a Bahamian company, to Curlew Holdings Limited, 100% of which is beneficially owned by Mr. Fane Solomon. Mr. Solomon is the principal shareholder and former officer and director of Solomon Brothers, Limited. The sale was for approximately $2.8 million. The Company had carried this investment on its books at cost, approximately $13.7 million. This transaction has resulted in the Company recording a loss on the sale of assets of approximately $10.9 million. ITEM 3. Bankruptcy or Receivership On November 17, 1997, Town & Country Corporation (the "Company") filed a voluntary petition for relief (the "Petition") under Chapter 11 Title 11 of the United States Code, as amended, with the United States Bankruptcy Court for the District of Massachusetts. The Company is in possession of its property and is maintaining and operating its business as a debtor-in-possession pursuant to the provisions of Title 11. A copy of the press release issued by the Company on November 17, 1997, in connection with the Petition is filed as an Exhibit hereto and incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits c) Exhibits 2.1 Deed of Transfer of Personalty and Deed of Release Indemnity and Covenant not to sue between Town & Country Corporation, Curlew Holdings Limited and Fane Solomon. 2.2 Press Release, dated November 17, 1997, by the Registrant 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 thereunto duly authorized. TOWN & COUNTRY CORPORATION (Registrant) Date: November 24, 1997 /s/ Veronica M. Zsolcsak --------------------------- Veronica M. Zsolcsak Chief Financial Officer and Treasurer