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
NOVEMBER 23, 1994
(Date of Earliest Event Reported)
TOWN & COUNTRY CORPORATION
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(Exact name of Registrant as specified in its charter)
Commission File Number: 0-14394
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MASSACHUSETTS 04-2384321
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) Number)
25 UNION STREET, CHELSEA, MASSACHUSETTS 02150
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 884-8500
The Exhibit Index appears on page 4. There are 5
pages in this Report, including exhibits.
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Item 5. Other Events
On November 23, 1994, Town & Country Corporation (the "Company") completed a
private placement of 2,406,038 shares of the Company's convertible preferred
stock, $1.00 par value per share, to certain holders of the Company's
exchangeable preferred stock, $1.00 par value per share (the "Exchangeable
Preferred"). In connection with the private placement, approximately 95% of the
outstanding shares of Exchangeable Preferred were exchanged for shares of common
stock of Little Switzerland, Inc. On November 28, 1994, the Company issued a
press release with respect to the closing of 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 *
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(a) Financial Statements of Business Acquired Not Applicable
(b) Pro Forma Financial Information Not Applicable
(c) Exhibits
99.1 Press release dated November 28, 1994 5
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* In sequentially numbered copy.
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SIGNATURES
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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
(Registrant)
Date: November 30, 1994 /s/ Francis X. Correra
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Francis X. Correra
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
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Exhibit Page *
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99.1 Press release dated November 28, 1994 5
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* In sequentially numbered copy.
<PAGE>
EXHIBIT 99.1
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TOWN & COUNTRY ANNOUNCES COMPLETION
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OF PRIVATE PLACEMENT
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CHELSEA, Massachusetts, November 28, 1994 -- On November 23,
1994, Town & Country Corporation (AMEX:TNC) completed a private
placement of 2,406,038 shares of Convertible Preferred Stock to certain
holders of the Company's Exchangeable Preferred Stock. As previously
announced, the shares of Convertible Preferred Stock were issued to
induce such holders to exercise their right to exchange their shares of
Exchangeable Preferred Stock for shares of Common Stock of Little
Switzerland, Inc.
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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