UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-14394
(Check One) [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and
[ ] Form N-SAR
For period ended February 22, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I REGISTRANT INFORMATION
Full name of registrant: Town & Country Corporation
Former name if applicable: n/a
Address of principal executive
office (street and number): 25 Union Street
City, state and zip code: Chelsea, Massachusetts 02150
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PART II: RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[*] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
* The registrant filed a no action letter with the Commission dated
May 18, 1998, seeking relief from filing requirements, under
Exchange Act Release No. 9660, Section 12(h) of the Exchange Act
and Exchange Act Rule 12(b)-21. Should the Commission grant the
relief requested during the 15 days allowed by this extension the
registrant would not be required to file its form 10-K.
PART III: NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period (attach extra sheets if needed).
On November 17, 1997 (the "Petition Date"), Town & Country Corporation ("TCC")
filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Massachusetts Eastern
Division (Chapter 11 Case No. 97-20872-WCH). On November 17, 1997, TCC also
filed a Plan of Reorganization, as amended (the "Plan") and Disclosure Statement
regarding the Plan, as amended. TCC publicly announced the filing of its
petition for relief and the filing of the Plan in a press release dated November
17, 1997. In addition, TCC filed a Current Report on Form 8-K with respect to
its bankruptcy filings on November 24, 1997. Since the Petition Date, TCC has
continued to operate its business and manage its properties as a
debtor-in-possession while the reorganization case is pending.
The Plan provides for the cancellation of all of the outstanding shares of
capital stock of TCC, and the issuance of new stock to TCC Holdings, Inc. ("TCC
Holding"). The Plan provides that TCC Holdings will be a newly-formed parent
corporation of TCC which will be wholly-owned by the current holders of TCC's
13% Senior Subordinated notes due May 31, 1998 (the "Noteholders"). It is
presently anticipated that following confirmation of the Plan, TCC's capital
stock, which will not be registered under the Exchange Act, will be held only by
TCC Holdings and TCC Holdings, in turn, will be held of record by approximately
35 persons, most of whom will be financial and other institutions. The date of
the confirmation hearing has been set for May 26, 1998 and assuming that the
Plan is confirmed, TCC expects the effective date to occur on or about May 29,
1998.
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The burdens on TCC's remaining management and other personnel resulting from the
need to focus on reorganization-related matters no longer permit the review and
preparation of periodic reports. In addition to the lack of human resources, TCC
no longer has the financial resources necessary to comply adequately with its
reporting obligations under the Exchange Act. Furthermore, given the sporadic
trading in TCC's securities, the impending elimination of all of TCC's publicly
held securities pursuant to the terms of the Plan and TCC's reporting and
disclosure obligations in connection with the reorganization case, TCC has
requested modified reporting requirements in a letter to the Commission dated
May 18, 1998.
PART IV: OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification:
Julie Furrier (617) 884-8500
(2) Have all other periodic reports required under Section 13 or 14(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company currently anticipates that its operating loss will be approximately
$27.5 million for the year ended February 22, 1998 as compared to loss from
operations of approximately $54.8 million for the year ended February 23, 1997.
The Company also currently anticipates that it will have a net loss of
approximately $52.5 million for the year ended February 22, 1998, as compared to
a net loss of approximately $62.3 million for the year ended February 23, 1997.
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TOWN & COUNTRY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Twelve Months Ended
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February 22, February 23,
1998 1997
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Net sales $117,425,376 $209,152,862
Income/(loss) from operations (27,470,576) (54,782,101)
Net income/(loss) $(52,516,933) $(62,278,035)
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Income/(loss) attributable to
common stockholders $(52,979,322) $(63,018,714)
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Income/(loss) per common share $ (2.01) $ (2.47)
Weighted average common and
common equivalent shares outstanding $ 26,326,419 $ 25,504,218
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TOWN & COUNTRY CORPORATION (name of registrant as specified in charter) has duly
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date May 26, 1998 By /s/Veronica M. Zsolcsak
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Veronica M. Zsolcsak
Chief Financial Officer
Instruction. The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
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