TOWN & COUNTRY CORPORATION
25 UNION STREET
CHELSEA, MASSACHUSETTS 02150
(617) 884-8500
December 6, 1994
Securities and Exchange Commission
Filing Desk - Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Town & Country Corporation
Registration Statement on Form S-2 (File No. 33-49028)
------------------------------------------------------
Dear Sir or Madam:
On behalf of Town & Country Corporation, submitted for filing with the
Securities and Exchange Commission pursuant to Rule 424(b)(3) and Rule 424(c)
under the Securities Act of 1933, as amended (the "Securities Act"), is a
supplement to the prospectus dated August 5, 1994, included in the above-
referenced Registration Statement. Pursuant to Rule 424(e) under the
Securities Act, the supplement filed herewith contains in the upper right corner
of the cover page the paragraph of the rule under which the filing is made and
the file number of the registration statement to which it relates.
If you have any questions with respect to the enclosed or if there is any way in
which we may be of assistance, please do not hesitate to call the undersigned at
(617) 884-8500 or our counsel, Elliot Mark, at (617) 570-1452.
Very truly yours,
/s/ Francis X. Correra
- -----------------------------------
Francis X. Correra
Senior Vice President
and Chief Financial Officer
cc: Kevin M. Dennis, Esq.
Elliot J. Mark, Esq.
GPH/sdb
<PAGE>
Filed Pursuant to Rule 424(b)(3)
Securities Act Reg. No. 33-49028
Supplement No. 1 dated December 5, 1994 to
Prospectus dated August 5, 1994 for
Town & Country Corporation
On November 23, 1994, the Company completed a private placement of 2,406,038
shares of its convertible preferred stock, $1.00 par value per share (the
"Convertible Preferred Stock"), to certain holders of Exchangeable Preferred
Stock. The Convertible Preferred Stock was issued to induce such holders to
exercise their right to exchange their shares of Exchangeable Preferred Stock
for shares of Little Switzerland Common Stock. As a result of this transaction,
approximately 95% of the Company's outstanding Exchangeable Preferred Stock was
exchanged for shares of Little Switzerland Common Stock. The Fidelity Funds
previously owned 752,885 shares of Exchangeable Preferred Stock which were
exchanged for 752,885 shares of Little Switzerland Common Stock. As part of the
private placement, the Company issued 752,885 shares of Convertible Preferred
Stock to the Fidelity Funds.
Each share of Convertible Preferred Stock is initially convertible, at the
option of the holder, into two shares of Class A Common Stock, subject to
adjustment in certain circumstances. In the event the market price of a share of
Class A Common Stock equals or exceeds $3.25 for 30 consecutive trading days,
the Company may require the holders of Convertible Preferred Stock to convert
such stock into shares of Class A Common Stock at the then-applicable conversion
rate. Beginning on November 23, 1995, the Company may redeem, in whole or in
part, shares of Convertible Preferred Stock at a price equal to 104% of the
liquidation value and thereafter at prices declining annually to 100% of the
liquidation value on or after November 23, 1997. The Convertible Preferred Stock
has a liquidation value of $6.50 per share and pays dividends at the rate of 6%
of the liquidation value per annum. The Company, at its option, may pay such
dividends in cash or in additional shares of Convertible Preferred Stock. The
Convertible Preferred Stock is subordinate on liquidation and with respect to
dividend payments to the outstanding shares of Exchangeable Preferred Stock but
senior to the Class A Common Stock and the Class B Common Stock. The Company has
agreed with the holders of the Convertible Preferred Stock to register such
stock (and the Class A Common Stock into which it is convertible) under the
Securities Act and to keep such registration effective until the earlier of (i)
the date on which such holders no longer own any of such securities or (ii) the
date on which each of the holders has notified the Company that such holder may
dispose of all of its securities pursuant to Rule 144(k) under the Securities
Act.
