SEC FORM 4

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SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BERICK JAMES H

(Last)

(First)

(Middle)

4900 KEY TOWER

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOWN & COUNTRY TRUST [ TCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Ownership	03/31/2006	⁽¹⁾	D		9,950	D	⁽²⁾	0	D
Common Shares of Beneficial Ownership	03/31/2006	⁽¹⁾	D		1,300⁽³⁾	D	⁽²⁾	0	I	By Partnership
Common Shares of Beneficial Ownership	03/31/2006	⁽¹⁾	D		300⁽⁴⁾	D	⁽²⁾	0	I	By Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Employee Trustee Options to Buy	$17.625	03/31/2006	⁽¹⁾	D			2,000	⁽⁵⁾	01/02/2008	Common Shares of Beneficial Interest	2,000	$22.58	0	D
Non-Employee Trustee Options to Buy	$16.25	03/31/2006	⁽¹⁾	D			2,000	⁽⁶⁾	01/04/2009	Common Shares of Beneficial Interest	2,000	$23.95	0	D
Non-Employee Trustee Options to Buy	$17.875	03/31/2006	⁽¹⁾	D			2,000	⁽⁷⁾	01/04/2010	Common Shares of Beneficial Interest	2,000	$22.33	0	D
Non-Employee Trustee Options to Buy	$19.125	03/31/2006	⁽¹⁾	D			2,000	⁽⁸⁾	01/02/2011	Common Shares of Beneficial Interest	2,000	$21.08	0	D
Non-Employee Trustee Options to Buy	$20.99	03/31/2006	⁽¹⁾	D			2,000	⁽⁹⁾	01/02/2012	Common Shares of Beneficial Interest	2,000	$19.21	0	D
Non-Employee Trustee Options to Buy	$21.28	03/31/2006	⁽¹⁾	D			2,000	⁽¹⁰⁾	01/02/2013	Common Shares of Beneficial Interest	2,000	$18.92	0	D
Non-Employee Trustee Options to Buy	$25.4	03/31/2006	⁽¹⁾	D			2,000	⁽¹¹⁾	01/02/2014	Common Shares of Beneficial Interest	2,000	$14.8	0	D
Non-Employee Trustee Options to Buy	$27.69	03/31/2006	⁽¹⁾	D			2,000	⁽¹²⁾	01/03/2015	Common Shares of Beneficial Interest	2,000	$12.51	0	D

Explanation of Responses:

1. This field is not applicable.

2. Disposed of pursuant to merger agreement between issuer and Magazine Acquisition LP in exchange for the right to receive $40.20 per share on the effective date of the merger.

3. Mr. Berick is the beneficial owner of 1,300 shares owned by the partnership Berick Brothers, which partnership is comprised of Mr. Berick's four adult sons. Mr. Berick disclaims ownership of these shares.

4. Mr. Berick acquired beneficial ownership of 300 shares upon his marriage to the owner on February 16, 2003. Mr. Berick disclaims beneficial ownership of these shares owned by his wife.

5. These options, which provided for vesting in thirds annually beginning January 2, 1999, were cancelled in the merger in exchange for a cash payment of $45,160, representing the difference between the exercise price and $40.20 per share.

6. These options, which provided for vesting in thirds annually beginning January 4, 2000, were cancelled in the merger in exchange for a cash payment of $47,900, representing the difference between the exercise price and $40.20 per share.

7. These options, which provided for vesting in thirds annually beginning January 4, 2001, were cancelled in the merger in exchange for a cash payment of $44,660, representing the difference between the exercise price and $40.20 per share.

8. These options, which provided for vesting in thirds annually beginning January 2, 2002, were cancelled in the merger in exchange for a cash payment of $42,160, representing the difference between the exercise price and $40.20 per share.

9. These options, which provided for vesting in thirds annually beginning January 2, 2003, were cancelled in the merger in exchange for a cash payment of $38,420, representing the difference between the exercise price and $40.20 per share.

10. These options, which provided for vesting in thirds annually beginning January 2, 2004, were cancelled in the merger in exchange for a cash payment of $37,840, representing the difference between the exercise price and $40.20 per share.

11. These options, which provided for vesting in thirds annually beginning January 2, 2005, were cancelled in the merger in exchange for a cash payment of $29,600, representing the difference between the exercise price and $40.20 per share.

12. These options, which provided for vesting in thirds annually beginning January 3, 2006, were cancelled in the merger in exchange for a cash payment of $25,020, representing the difference between the exercise price and $40.20 per share.

	James H. Berick	04/04/2006
	** 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).
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