Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LITCHFIELD FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-3023928
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
789 Main Road, Stamford, VT 05352, (802) 694-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Richard A. Stratton
President and Chief Executive Officer
Litchfield Financial Corporation
P.O. Box 488, Williamstown, Massachusetts 01267
(802) 694-1200
Copy to:
James Westra, Esq.
Hutchins, Wheeler & Dittmar, A Professional Corporation
101 Federal Street, Boston, Massachusetts 02110
(617) 951-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
investment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per share (1) offering price(1) fee
Common Stock, par value $.01 per share 349,768 $14.50 $5,071,636 $1,537
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon
the average high and low sales prices of the Company's Common Stock as
quoted on the Nasdaq Stock Market's National Market on October 8, 1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED October 11, 1996
PROSPECTUS
LITCHFIELD FINANCIAL CORPORATION
349,768 Shares of Common Stock
Par Value $.01
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to 349,768 shares of Common Stock, par value
$.01 per share (the "Common Stock") of Litchfield Financial Corporation (the
"Company") which may be sold by the Selling Stockholders. See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders. The Selling Stockholders will pay the
expenses of the offering, estimated at $15,000.
The Common Stock of the Company is traded in the over-the-counter market
and quoted on the Nasdaq Stock Market's National Market under the symbol "LTCH."
On October 8, 1996, the last sale price for the Common Stock, as reported by
NASDAQ, was $14 3/4 per share.
The date of this Prospectus is October __, 1996
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FURTHER INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (herein, with all amendments
and exhibits thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all the information set forth in the Registration Statement, certain
items of which are omitted in accordance with the rules and regulations of the
Commission. The omitted information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may
be obtained from the Commission upon payment of certain fees prescribed by the
Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and
at the regional offices of the Commission located at Seven World Trade Center,
New York, New York 10007 and Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60606. Copies of such materials may also be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and its public reference facilities in New York, New
York and Chicago, Illinois, at prescribed rates, or accessed on the Commission's
World Wide Web site at (http://www.sec.gov). The Company's Common Stock is
listed on The Nasdaq Stock Market's National Market, and such reports, proxy
statements and other information can also be inspected at the Offices of Nasdaq
Operations, 1735 K Street, N.W., Washington D.C. 20006.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create an implication that there has been no change in
the affairs of the Company since the date hereof.
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<PAGE>
THE COMPANY
The principal executive offices of the Company are located at 789 Main
Road, Stamford, VT 05352, telephone (802) 694-1200.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 8,000,000 shares
of Common Stock, par value $.01 per share, of which 5,444,399 were outstanding
as of September 30, 1996, and 1,000,000 shares of Preferred Stock, par value
$.01 per share, none of which are outstanding.
Common Stock
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of the shareholders. Voting rights are not
cumulative. Accordingly, holders of a majority of the voting power entitled to
vote in any election of directors may elect all of the directors standing for
election. Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor, subject to any preferential
dividend rights of, and sinking fund or redemption or purchase rights with
respect to, outstanding shares of Preferred Stock. In the event of voluntary or
involuntary liquidation, distribution, dissolution, or winding up of the
Company, the holders of Common Stock shall be entitled to receive all of the
remaining assets of the Company, ratably and in proportion to the shares of
Common Stock held by them, available after distribution in full of preferential
amounts, if any, to be distributed to holders of Preferred Stock. Holders of
Common Stock have no preemptive, subscription or redemption rights. The
outstanding shares of Common Stock are, and the shares offered by this offering
will be, when issued and paid for, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future.
Preferred Stock
Preferred Stock may be issued from time to time in one or more series.
The Board of Directors, without further approval of stockholders, is authorized
to fix the dividend rights and terms, conversion rights, voting rights,
redemption rights and terms, liquidation preferences, and any other rights,
preferences, privileges and restrictions applicable to each series of Preferred
Stock. The issuance of Preferred Stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could, among
other things, adversely affect the voting power of the holders of Common Stock,
and, under certain circumstances, make it more difficult for a third party to
gain control of the Company.
The transfer agent and registrar for the Common Stock of the Company is
Boston EquiServe.
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SELLING STOCKHOLDERS
There are set forth below, with respect to the Selling Stockholders, the
number of shares of Common Stock owned on October 8, 1996, the number of shares
to be offered or sold after that date and the number of shares to be owned after
completion of the offering.
<TABLE>
<C> <C>
Shares of Common Stock Shares of Common Stock
Beneficially Owned Prior Beneficially Owned After
to the Offering the Offering
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Number Percentage of Number Percentage of
of Outstanding Shares to of Outstanding
Name Shares Shares be Offered Shares Shares
Donald R. Dion, Jr. (1) 346,075 (2) 6.4% 328,711(3) 17,364(4) *
Donald R. Dion, Jr., Trustee of the
Bay Cedar Unitrust 21,057 * 21,057 0 0
</TABLE>
* Less than one percent
(1) Mr. Dion is a Director of the Company.
(2) Includes 172,183 shares held by Mr. Dion and 173,892 shares issuable
upon the exercise of options held by Mr. Dion.
(3) Includes 172,183 shares held by Mr. Dion and 156,528 shares issuable
upon the exercise of options held by Mr. Dion.
(4) Issuable upon the exercise of options held by Mr. Dion.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or purchasers of shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Stockholders and broker-dealers that participate with the Selling Stockholders
in the distribution of shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commission received by
them and any profit on the resale of shares may be deemed to be underwriting
compensation.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act, are incorporated in and made a part of this Prospectus by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(c) The definitive Proxy Statement dated April 1, 1996 for the
Annual Meeting of the Company's stockholders held on May 3,
1996.
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<PAGE>
(d) The description of the Company's Common Stock which is
contained in the Registration Statement filed by the Company
with the Commission under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All reports and any definitive proxy or information statements filed by
the Company with the Commission pursuant to Sections 13, 14 and 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
or oral request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits not specifically
incorporated in such documents). Requests for such copies should be directed to
Ronald E. Rabidou, Litchfield Financial Corporation, 789 Main Road, Stamford, VT
(telephone number: 802-694-1200).
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Hutchins, Wheeler & Dittmar, A Professional Corporation, 101
Federal Street, Boston, Massachusetts. James Westra, a shareholder of Hutchins,
Wheeler & Dittmar, is a Director of the Company. Mr. Westra owns 1,736 shares of
the Company's Common Stock., and has options to acquire another 5,512 shares.
EXPERTS
The consolidated financial statements of Litchfield Financial
Corporation incorporated by reference in Litchfield Financial Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon incorporated by reference therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firm as experts in accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
The expenses in connection with the issuance and distribution of the
securities being registered hereby are estimated as follows:
Registration fee under Securities Act............... $ 1,537
Legal fees and expenses............................. $10,000
Accounting fees and expenses........................ $ 2,700
Miscellaneous....................................... $ 763
Total**............................................. $15,000
*All amounts are estimated.
**All expenses will be borne by the Selling Stockholders.
Item 15. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"Section 67. Indemnification of directors, officers, employees and
other agents of a corporation, and persons who serve at its request as
directors, officers, employees or other agents of another organization, or who
serve at its request in any capacity with respect to any employee benefit plan,
may be provided by it to whatever extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. Except as the articles of
organization or by-laws otherwise require, indemnification of any persons
referred to in the preceding sentence who are not directors of the corporation
may be provided by it to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee benefit
plan.
No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.
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<PAGE>
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
Article 7 of the Amended and Restated By-Laws of the Company provides
that:
Each director and officer (and his heirs and personal representatives)
shall be indemnified by the Company against any Expenses incurred by him in
connection with any action, suit or proceeding, civil or criminal, brought or
threatened in or before any court, tribunal, administrative or legislative body
or agency in which he is involved as a result of his serving or having served as
a director or officer, except as limited by law or with respect to a proceeding
as to which it shall have been adjudicated that he did not act in good faith in
the reasonable belief that his action was in the best interests of the Company.
"Expense" means any fine or penalty, and any liability fixed by a judgment,
order, decree or award in such a proceeding and any professional fees and other
disbursements reasonably incurred in connection with such a proceeding.
Article Sixth of the Restated Articles of Organization of the Company
provides that:
No Director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a Director
notwithstanding any statutory provision or other law imposing such liability,
except for liability of a Director (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the Director
derived an improper personal benefit.
The directors and officers of the Company are insured against
liabilities which they incur in their capacity as such under policies of
insurance carried by the Company.
Item 16. Exhibits
Number......................... Description of Exhibit
5.1 Opinion of Hutchins, Wheeler & Dittmar,
A Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Hutchins, Wheeler & Dittmar,
A Professional Corporation (included in
Exhibit 5.1).
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 10th day of October, 1996.
LITCHFIELD FINANCIAL CORPORATION
By: s/ Richard A. Stratton
Richard A. Stratton, President,
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Title Date
s/ Richard A. Stratton President, Chief October 10, 1996
Richard A. Stratton Executive Officer,
and Director
s/ Heather A. Sica Executive Vice President, October 10, 1996
Heather A. Sica Clerk, Treasurer,
and Director
s/ Ronald E. Rabidou Chief Financial October 10, 1996
Ronald E. Rabidou Officer
s/ Donald R. Dion, Jr. Director October 10, 1996
Donald R. Dion, Jr.
s/ David J. Ferrari Director October 10, 1996
David J. Ferrari
s/ Gerald Segel Director October 10, 1996
Gerald Segel
s/ John A. Costa Director October 10, 1996
John A. Costa
s/ James Westra Director October 10, 1996
James Westra
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
5.1 Opinion of Hutchins, Wheeler & Dittmar,
A Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Hutchins, Wheeler & Dittmar,
A Professional Corporation (included in Exhibit 5.1).
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<PAGE>
EXHIBIT 5.1
October 10, 1996
Litchfield Financial Corporation
789 Main Road
Stamford, Vermont 05352
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act
of 1933, as amended, of 349,768 shares of Common Stock, par value $.01 per share
of Litchfield Financial Corporation, a Massachusetts corporation (the
"Company"), proposed to be sold by certain Selling Stockholders of the Company,
we have examined such corporate records and other documents, including the
Registration Statement on Form S-3 relating to such shares (the "Registration
Statement"), and have reviewed such matters of law as we have deemed necessary
as a basis for the opinion as hereinafter expressed.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
Commonwealth of Massachusetts.
2. The Company is authorized to issue 8,000,000 shares of common
stock with a par value of $.01 per share (the "Common Stock").
3. The 349,768 shares of Common Stock proposed
to be sold by the Selling Stockholder named
in the Registration Statement have been duly
authorized and are validly issued, fully
paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 and to the reference to us under the caption
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 33-00000) and related prospectus of
Litchfield Financial Corporation for the registration of 349,768 shaers of its
common stock and to the incorporation by reference therein of our report dated
February 3, 1996, with respect to the consolidated financial statements of
Litchfield Financial Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
October 10, 1996
