| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TOWN & COUNTRY TRUST [ TCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares of Beneficial Interest | 02/24/2004 | M | 61,365 | A | $14.75 | 211,842 | D | |||
| Commons Shares of Beneficial Interest | 02/24/2004 | M | 17,937 | A | $14 | 229,779 | D | |||
| Common Shares of Beneficial Interest | 02/24/2004 | M | 26,704 | A | $15.125 | 256,483 | D | |||
| Common Shares of Beneficial Interest | 02/24/2004 | M | 23,517 | A | $15.25 | 280,000 | D | |||
| Common Shares of Beneficial Interest | 02/24/2004 | M | 33,333 | A | $21.3 | 313,333 | D | |||
| Common Shares of Beneficial Interet | 02/24/2004 | F | 116,060 | D | $26.49 | 197,273 | D | |||
| Common Shares of Beneficial Interest | 02/25/2004 | A | 17,500(8) | A | $0.00 | 192,500(9) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Buy(1) | $14.75 | 02/24/2004 | M | 61,365 | 10/31/1995(2) | 10/31/2004 | Common Shares of Beneficial Interest | 61,365 | $14.75 | 0 | D | ||||
| Option to Buy(1) | $14 | 02/24/2004 | M | 17,937 | 01/26/1996(3) | 01/26/2005 | Common Shares of Beneficial Interest | 17,937 | $14 | 0 | D | ||||
| Option to Buy(4) | $15.125 | 02/24/2004 | M | 26,704 | 06/16/1998(5) | 06/16/2007 | Common Shares of Beneficial Interest | 26,704 | $15.125 | 0 | D | ||||
| Option to Buy(4) | $15.25 | 02/24/2004 | M | 23,517 | 02/10/2000(6) | 02/10/2009 | Common Shares of Beneficial Interest | 23,517 | $15.25 | 0 | D | ||||
| Option to Buy(4) | $21.3 | 02/24/2004 | M | 33,333 | 01/30/2003(7) | 01/30/2012 | Common Shars of Beneficial Interest | 33,333 | $21.3 | 16,667 | D | ||||
| Explanation of Responses: |
| 1. Granted pursuant to the Amended and Restated 1993 Long-Term Incentive Plan of the Issuer (a Rule 16b-3 Plan) (the "1993 Plan"), which provides for tax withholding rights. |
| 2. One-third (1/3) of these options became exercisable on October 31 of each of the years 1995, 1996 and 1997. |
| 3. One-third (1/3) of these options became exercisable on January 26 of each of the years 1996, 1997 and 1998. |
| 4. Granted pursuant to the 1997 Long-Term Incentive Plan of the Issuer (a Rule 16b-3 Plan) (the "1997 Plan"), which provides for tax withholding rights. |
| 5. One-third (1/3) of these options became exercisable on June 16 of each of the years 1998, 1999 and 2000. |
| 6. One-third (1/3) of these options became exercisable on February 10 of each of the years 2000, 2001 and 2002. |
| 7. One-third (1/3) of these options became, or will become, exercisable on January 30 of each of the years 2003, 2004 and 2005. |
| 8. Grant of restricted stock granted pursuant to the 1997 Long-Term Incentive Plan of the Issuer (a Rule 16b-3 Plan). |
| 9. Restricted stock granted pursuant to the 1993 Plan or the 1997 Plan. |
| /s/ Harvey Schulweis, by Daniel G. Berick as Attorney-in-Fact | 02/26/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||