SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-14394
(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended November 23, 1997
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
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
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;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 10-KSB, 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, 10-QSB, 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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Town & Country Corporation (the "Company") is unable to meet its filing
date for the Form 10-Q for the period ended November 23, 1997, without
unreasonable effort or expense. The Company's Chapter 11 bankruptcy filing and
attendant operational and managerial issues have made it unusually difficult to
complete the Form 10-Q. Accordingly, the Company is requesting an extension on
this Form 12b-25. The Company intends to file the Form 10-Q 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
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(Name) (Area Code) (Telephone#)
(2) Have all other periodic reports required under Section 13 or 15(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
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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 $4.9 million for the nine months ended November 23, 1997 as
compared to loss from operations of approximately $36.0 million for the nine
months ended November 24, 1996. The Company also currently anticipates that it
will have a net loss of approximately $25.6 million for the nine months ended
November 23, 1997, as compared to a net loss of approximately $48.5 million for
the nine months ended November 24, 1996.
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TOWN & COUNTRY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Nine Months Ended
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November 23, November 24,
1997 1996
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Net sales $ 97,482,703 $ 181,984,187
Income/(loss) from operations (4,923,012) (35,965,213)
Net income/(loss) $ (25,551,593) $ (48,465,322)
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Income/(loss) attributable to $ (26,013,980) $ (49,040,372)
common stockholders
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Income/(loss) per common share $ (0.99) $ (1.94)
Weighted average common shares outstanding 26,319,784 25,330,088
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<PAGE>
TOWN & COUNTRY CORPORATION
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 8, 1998 By: /s/Veronica M. Zsolcsak
-----------------------------
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 ommissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
