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
[ ] Form N-SAR
For Period Ended: February 23, 1997
[ ] 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 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):
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 12-b-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 the appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (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
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 period. (attach extra sheets of needed.)
Town & Country Corporation (the "Company") is unable to meet its filing
date for the Form 10-K for the year ended February 23, 1997 without unreasonable
effort or expense. The Company has requested further advice from its
accountants, legal counsel and unrelated third parties regarding certain matters
which impact the Company's Form 10-K and financial disclosure to be included
therein. As such, the Company is requesting an extension on this Form 12b-25.
The Company intends to file the Form 10-K within the time period specified by
Rule 12b-25 of the Securities and Exchange Act of 1934, as amended.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Robert C. MacCready (617) 884 - 8500
(2) Have all other periodic reports required under Section 13 or 14(d)
of the Securities and 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 reports.
[X] Yes [ ] No
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(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 $54.8 million for the year ended February 23, 1997 as compared to
income from operations of approximately $11.0 million for the year ended
February 25, 1996. The Company also currently anticipates that it will have a
net loss of approximately $62.3 million for the year ended February 23, 1997 as
compared to a net loss of approximately $1.9 million for the year ended February
25, 1996.
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TOWN & COUNTRY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME OPERATIONS
(Unaudited)
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Twelve Months Ended
February 23, February 25,
1997 1996
----------------- -----------------
Net sales $ 209,152,862 $ 250,577,816
Income /(loss) from operations (54,782,101) 11,029,021
Net income/(loss) $ (62,278,035) $ (1,866,114)
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Income/(loss) attributable to $ (63,018,708) $ (2,905,916)
common stockholders
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Income/(loss) per common share $ (2.47) $ (0.12)
Weighted average common and 25,504,218 23,769,323
common equivalent shares outstanding
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<PAGE>
TOWN & COUNTRY CORPORATION (name of registrant as specified in charter) has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: May 27, 1997 By: /s/ Veronica Zsolcsak
------------------------
Veronica 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 ommissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001)
