-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RyvwORFLMHvzo1nsAmCWyOafukmF1re4FUi3GyltP7HrjKCs5DDCJ0Gfveb+tWU8 QZ1NGUhrtBMsbW9XeB/vHg== 0000031107-97-000006.txt : 19971114 0000031107-97-000006.hdr.sgml : 19971114 ACCESSION NUMBER: 0000031107-97-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970927 FILED AS OF DATE: 19971112 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00599 FILM NUMBER: 97712568 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 27, 1997 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to . Commission File Number 0-599 THE EASTERN COMPANY (Exact Name of Registrant as specified in its charter) Connecticut 06-0330020 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 112 Bridge Street, Naugatuck, Connecticut 06770 - ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) (203) 729-2255 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of September 27, 1997 Common Stock, No par value 2,594,207 -1- PART I
FINANCIAL INFORMATION THE EASTERN COMPANY ITEM I CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED) ------ ASSETS September 27, 1997 December 28, 1996 ------------------ ----------------- CURRENT ASSETS Cash and cash equivalents 2,960,492 2,269,031 Accounts receivable, less allowance: 10,148,169 7,018,961 1997- $678,000; 1996- $567,000 Inventories 11,874,468 10,897,827 Prepaid expenses and other current assets 1,998,371 2,287,155 ---------- ---------- Total Current Assets 26,981,500 22,472,974 Property, plant and equipment 27,412,085 25,961,043 Accumulated depreciation (14,000,314) (12,074,420) ---------- ---------- 13,411,771 13,886,623 Prepaid pension cost 4,170,493 4,017,397 Other assets, net 2,133,150 2,115,240 ---------- ---------- TOTAL ASSETS $46,696,914 $42,492,234 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 5,130,980 $ 3,630,980 Accounts payable 3,318,346 2,396,582 Accrued compensation and withholding 1,744,157 859,701 Accrued expenses 2,350,410 823,560 ---------- --------- Total Current Liabilities 12,543,893 7,710,823 Deferred federal income taxes 2,389,800 2,389,800 Long-term debt 93,413 224,415 Accrued postretirement benefits 2,821,520 2,812,690 SHAREHOLDERS' EQUITY Common Stock, no par value: Authorized shares - 25,000,000 Issued and outstanding shares: 6,136,122 8,272,614 1997-2,594,207; 1996-2,716,214 (Excluding shares in treasury: 1997-798,978; 1996-610,987) Preferred Stock, no par value Authorized Shares - 2,000,000 (No shares issued) Unearned compensation (266,563) (200,938) Retained earnings 22,978,729 21,282,830 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $46,696,914 $42,492,234 =========== ===========
See accompanying notes. -2-
THE EASTERN COMPANY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) NINE MONTHS ENDED THREE MONTHS ENDED Sept. 27, 1997 Sept. 28, 1996 Sept. 27, 1997 Sept. 28, 1996 -------------- -------------- -------------- -------------- Net sales $ 49,517,523 $ 43,607,683 $ 16,663,855 $ 13,715,095 Interest income 101,570 90,474 31,623 19,944 ---------- ----------- ---------- ---------- Total 49,619,093 43,698,157 16,695,478 13,735,039 Cost of products sold 36,380,886 34,392,039 11,967,049 10,158,049 ---------- ---------- ---------- ---------- 13,238,207 9,306,118 4,728,429 3,576,990 Selling and administrative expenses 9,078,659 8,150,778 2,984,304 2,800,803 Interest expense 215,877 116,021 81,782 42,355 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 3,943,671 1,039,319 1,662,343 733,832 Income taxes 1,429,311 385,348 595,346 254,403 ---------- ---------- ---------- ---------- NET INCOME $ 2,514,360 $ 653,971 $ 1,066,997 $ 479,429 ========== ========== ========== ========== Net income per share $ 0.93 $ 0.24 $ 0.40 $ 0.18 Cash dividends per share $ 0.345 $ 0.345 $ 0.115 $ 0.115 Average shares outstanding 2,707,281 2,697,559 2,707,281 2,697,559 See accompanying notes. -3-
THE EASTERN COMPANY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED Sept. 27, 1997 Sept. 28, 1996 OPERATING ACTIVITIES: Net income $ 2,514,360 $ 653,971 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,221,806 2,211,386 Loss on sale of equipment and other assets 2,335 335 Postretirement benefits other than pensions 8,830 9,000 Provision for losses on accounts receivable 111,497 39,011 Issuance of Common Stock for directors' fees 43,956 - Changes in operating assets and liabilities: Accounts receivable (3,267,776) (499,271) Inventories (996,706) 336,792 Prepaid expenses 287,512 172,977 Prepaid pension (153,095) (932,140) Accounts payabl 1,211,436 (351,919) Accrued expense 2,295,191 807,172 Other assets (300,219) (376,106) ---------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,979,127 2,071,208 INVESTING ACTIVITIES: Purchases of property, plant, and equipment (1,527,273) (2,348,758) Proceeds from sale of equipment and other assets 46,283 13,600 ---------- --------- NET CASH USED BY INVESTING ACTIVITIES (1,480,990) (2,335,158) FINANCING ACTIVITIES: Payment of short term debt (500,000) - Proceeds from short term borrowing 2,000,000 1,500,000 Principal payments on long-term debt and notes payable (125,777) (109,439) Proceeds from sales of Common Stock 594,153 28,125 Purchases of Common Stock for the treasury (2,840,226) - Dividends paid (930,986) (930,911) ---------- --------- NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (1,802,836) 487,775 Effect of exchange rate changes on cash (3,840) 853 ---------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 691,461 224,678 Cash and cash equivalents at beginning of year 2,269,031 1,521,361 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,960,492 $ 1,746,039 ========== =========
See accompanying notes. -4-
THE EASTERN COMPANY AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (UNAUDITED) NINE MONTHS ENDED THREE MONTHS ENDED Sept. 27, 1997 Sept. 28, 1996 Sept. 27, 1997 Sept. 28, 1996 -------------- -------------- -------------- -------------- Primary: Average shares outstanding 2,707,281 2,697,559 2,707,281 2,697,559 Net effect of dilutive stock options -- based on the treasury stock method using average market price 34,704 33,996 34,704 33,996 ---------- ---------- ---------- ---------- Total 2,741,985 2,731,555 2,741,985 2,731,555 ========== ========== ========== ========== Net income $ 2,514,360 $ 653,971 $ 1,066,997 $ 479,429 ========== ========== ========== ========== Net income per share $0.92 $0.24 $0.39 $0.18 ===== ===== ===== ===== Fully diluted: Average shares outstanding 2,707,281 2,697,559 2,707,281 2,697,559 Neteffect of dilutive stock options -- based on the treasury stock method using quarter-end market price, if higher than average market price 43,885 40,763 43,885 40,763 ---------- ---------- ---------- ---------- Total 2,751,166 2,738,322 2,751,166 2,738,322 ========== ========== ========== ========== Net income $ 2,514,360 $ 653,971 $ 1,066,997 $ 479,429 ========== ========== ========== ========== Net income per share $0.91 $0.24 $0.39 $0.18 ===== ===== ===== =====
See accompanying notes. -5- NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS September 27, 1997 Note A - Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying consolidated condensed financial statements are unaudited. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for such interim periods have been reflected therein. The condensed balance sheet as of December 28, 1996 has been derived from the audited financial statements at that date. Note B - Net Income Per Share Net income per share of common stock is based on the weighted average number of shares outstanding during each period: 1997 - 2,707,281 shares; 1996 - 2,697,559 shares. Common stock equivalents (stock options) did not have a material dilutive effect on net income per share. Net income per share of common stock on a fully diluted basis was not materially different. For the year ending January 3, 1998 and periods thereafter the Registrant will be required to adopt FASB Statement No. 128 "Earnings Per Share". The adoption of this standard is not expected to have a significant impact on earnings per share. Note C - Litigation The Registrant is involved in litigation relating to environmental matters for which the ultimate outcome is not expected to have any material adverse impact on financial position, operating results or liquidity. See Part II Item 1 Legal Proceedings for further information. -6- ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net income for the third quarter 1997 was $1.067 million or $.40 per share on sales of $16.7 million versus net income for the third quarter of 1996 of $479 thousand or $.18 per share on sales of $13.7 million. Net income for the first nine months of 1997 was $2.5 million or $.93 per share on sales of $49.5 million versus net income for the first nine months of 1996 of $654 thousand or $.24 per share on sales of $43.6 million. With these improved earnings the Registrant increased its quarterly dividend from $0.115 per share to $0.13 per share payable December 15, 1997 to stockholders of record November 28, 1997. The annual dividend will increase from $0.46 to $0.52 per share. Third quarter sales were up 21.5% compared to the same period a year ago. Volume increased 16.2%, new product sales increased 3% and prices were up 2.3%. For the first nine months of 1997 sales were 13.6% greater than the comparable period last year. Volume increased 8.3% while price increases and new product sales were up 3% and 2.3%, respectively. Increased volume, favorable product mix and greater utilization of productive capacity resulted in more than doubling of net income in the third quarter compared to the third quarter of 1996. Sales of the Registrant's expansion shells, used in the underground mining industry increased 51% in the third quarter vs. the same period a year ago and were up 28% for the first nine months 1997 vs. the first nine months of 1996. The increased mining business is the direct result of the long-term supply agreement entered into with the nation's largest manufacturer of mine roof bolts, Excel Mining Systems. The Registrant's lock business was especially strong in the third quarter where sales were up 29% vs. the third quarter of 1996 and they were up 13% for the first nine months vs. the comparable period a year ago. New lock applications specifically designed for leading computer manufacturers contributed 18% in increased sales volume in the third quarter and is expected to approximate the same volume in the fourth quarter 1997. Demand for the Registrant's heavy hardware, servicing the tractor trailer industry was up approximately 11% for the first nine months of 1997 vs. the nine month period of 1996. Fourth quarter sales of heavy hardware are expected to show continued improvement with additional new business anticipated in the first quarter of 1998. Sales of industrial hardware were up 11% in the third quarter vs. the third quarter of 1996 and are expected to continue to remain strong. New products offered by the Registrant include vehicular products designed and produced by the Eberhard Manufacturing division and malleable casting products manufactured by the Frazer & Jones division. The Registrant's CCL Security Products division recently introduced two new PrestoLocks to the soft luggage markets to further enhance our position in that market. A new keyless, three wheel padlock features a convenient snap-action locking method as opposed to the conventional padlock type of shackle motion. A new keyless, two wheel padlock is targeted for the lower priced segment of the lock market. Deliveries of both locks are expected to commence in early November. CCL Security also produces the keyless "Gun Blok" lock, a patented combination trigger lock that fits virtually all firearms and helps prevent their unauthorized use. Recent developments in the firearms industry indicates several large gunmakers will be including a tamper proof child safety lock with firearms to head off possible legislation that might impose more stringent standards. Either of these activities could lead to a significant increase in the potential size of the gunlock market if manufacturers decide to buy the product from outside vendors as opposed to making a lock in house. New gun locking mechanisms are currently being developed to further enhance our position in this market. -7- The Registrant anticipates a continued strong performance in the fourth quarter. The Registrant's gross margin as a percentage of sales for the three and nine months ended September 27, 1997 was 28% and 27%, respectively, compared to 26% and 21% for comparable periods a year ago. The improvement in gross margin in 1997 for the nine month period versus the comparable period a year ago is due mainly to increased sales volume and more efficient utilization of production facilities. Third quarter selling and administrative expenses were up 6.6% or $184 thousand from the same period a year ago and up 11% or $928 thousand for the nine months 1997 vs. the same period a year ago. Selling and administrative expenses would have been lower in the third quarter of 1997 however, the Registrant accrued $325 thousand in excess of insurance reimbursements for environmental matters. Year to date expenses were up due to the environmental accrual, legal expenses in connection with the environmental suits, defense costs incurred in the first quarter proxy contest and one time charges in connection with the early retirement of the Company's former Chief Executive Officer in the first half of 1997. Liquidity and Sources of Capital Cash flows from operations were $3.979 million for the first nine months of 1997 versus $2.071 million for the first nine months of 1996. The change in cash flows resulted primarily from timing differences for collections of accounts receivable, payments of liabilities, an increase in inventory and an increase in net income attributed to increased sales. In addition to cash flow from operations, which was sufficient to fund normal operating activities, the Registrant drew down an additional $2 million on its short-term line of credit to help fund the purchase of 159,118 shares of company stock for the treasury during the third quarter. Additions to property, plant and equipment were $1.5 million during the first nine months of 1997 versus $2.3 million for the comparable period a year ago. Total 1997 capital expenditures are expected to be lower than the anticipated $2.6 million level of depreciation for the year. Inventory balances at the end of the third quarter of 1997 of $11.9 million were $1.0 million higher than year end 1996, and $0.4 million lower than the third quarter of 1996. Inventory turns of 4.1 times at the end of the third quarter of 1997 were comparable to both the previous year end rate and the third quarter of 1996. Accounts receivable at the end of the third quarter 1997 were $10.1 million which was $3.1 million higher than year end and $1.8 million higher than the third quarter of 1996. The average day's sales in accounts receivable was 55 days at the end of the third quarter 1997 which was comparable to the corresponding period of a year ago. The increase in accounts receivable was driven by increases in sales volume. Following the close of the third quarter, improved operating cash flow has allowed the Registrant to pay down $500 thousand of its short-term debt. The Registrant anticipates additional pay downs on its short-term borrowings during the fourth quarter. -8- Other Matters On June 24, 1994, the Registrant settled all claims with both the Beacon Heights Coalition and the Laurel Park Coalition and the respective complaints against the Registrant on behalf of the Coalitions were dismissed by stipulation. A final judgement was entered by the US District Court in the consolidated proceedings on March 17, 1995. Appeals, however, were filed by two government agencies as described in Part II, Item 1 below. On November 1, 1996, the United States Court of Appeals for the Second Circuit reversed the US District Court's ruling dismissing government agencies environmental claims against the Registrant and certain other defendants, and the environmental claims by Laurel Park and Beacon Heights Coalitions against numerous defendants. The Court of Appeals, is expected to remand the case to the U.S. District Court in Connecticut for further proceedings. See further description in Part II, Item 1 below. The Registrant continues to actively monitor the situation. It is management's opinion that the resolution of these matters will not have a material adverse effect on the Registrant's financial position, operating results or liquidity. NOTE: This document contains forward looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect the Registrant's current expectations regarding its future operating performance in the mining industries, tractor trailer markets, industrial hardware industries, firearms accessories markets and the security products industry where the Registrant markets its products and services, including statements about plans and expectations regarding products and future financial results. Forward-looking statements involve risks and uncertainties which may cause the Registrant's actual results in future periods to differ materially from those expressed. These uncertainties and risks include changing customer preferences, lack of success of new products, loss of the Company's customers, competition, and other factors discussed from time to time in the Registrant's filings with the Securities and Exchange Commission. -9- PART II OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS In April 1988, Murtha Enterprises Inc. and related parties (collectively "Murtha"), as the result of a February 1987 suit (docket number N-87-52 PCD) brought by the U. S. Environmental Protection Agency (the "EPA") and others, concerning the Beacon Heights and Laurel Park landfills, instituted third-party actions against approximately 200 companies or individuals including the Registrant. The underlying suit against Murtha was settled with EPA and the other parties and the Consent Decree has been approved by the Court On September 22, 1988, the EPA filed a complaint against the Registrant and seven other defendants seeking recovery of present and future response costs incurred by the United States in connection with the Beacon Heights landfill. The complaint alleged total damages of approximately $1.8 million ($1.3 million actual and $.5 million future). On October 31, 1988 the court consolidated the EPA action against the Registrant with the other cases under docket number N-87-52 (PCD). By complaint dated September 6, 1990, the Beacon Heights Coalition (the "Beacon Coalition"), a group of parties who have entered into a consent order with EPA, instituted a direct action against the Registrant and approximately 400 other named parties concerning the Beacon Heights landfill. The Beacon Coalition claimed that these defendants generated or transported hazardous substances disposed of at the Beacon Heights landfill, and are therefore responsible for a share of the Beacon Coalition's response costs. The Registrant has filed answers to both the EPA Complaint and the Beacon Coalition Complaint. In March 1991, a Laurel Park Coalition which did not include the Registrant entered into Consent Decree and Administrative Order by Consent with the EPA and the State of Connecticut to remediate the Laurel Park landfill. The Consent Decree has been approved by the Court. In May 1991, EPA and the State of Connecticut ("State") each filed a complaint against the Registrant and three other defendants seeking recovery of present and future response costs incurred in connection with the Laurel Park landfill. The EPA claimed costs in excess of $1.8 million and the state claimed costs in excess of $2.5 million. On July 1, 1991, the court consolidated these actions against the Registrant with the other cases under docket number N-87-52 (PCD). The Registrant filed answers to both of these complaints. By order dated February 8, 1994, the court granted a motion filed by Registrant for judgement on the pleadings against EPA and the state with respect to each of their claims against Registrant. By motions dated February 22, 1994 and February 23, 1994, EPA and the State respectively moved for reconsideration of the court's order, which motions were denied. By order dated February 8, 1994, the court permitted the Laurel Park Coalition to file a complaint against eight parties including the Registrant, which claims were to be assigned for trial if the Coalition filed a complaint. -10- On June 24, 1994 , the Registrant settled all claims with both the Beacon Heights Coalition and the Laurel Park Coalition and the respective complaints against the Registrant on behalf of the Coalitions were dismissed by stipulation. On March 17, 1995, the U.S. District Court entered a final judgement in the consolidated proceedings (docket number N-87-52(PCD)) which included the granting of Registrant's motion for judgement on the pleadings. As a result of this judgement, no complaints were then pending in the U.S. District Court involving the Registrant. On April 17, 1995, the State filed its notice of appeal from this final judgement with the U.S. District Court. On May 10, 1995, EPA filed its notice of appeal from the judgement. On November 1, 1996 the U.S. Court of Appeals for the Second Circuit reversed the District Court ruling dismissing EPA and State of Connecticut environmental claims against the Registrant and environmental claims by the Laurel Park and Beacon Heights Coalitions against numerous defendants. The Court of Appeals remanded the case to the U.S. District Court in Connecticut for further proceedings. The governmental lawsuits, brought after governmental settlements with the Coalitions, seek to recover remediation costs of the governments unreimbursed by the Coalition settlements or the settlement with the owner/operator in connection with the Laurel Park and Beacon Heights landfills. The EPA has claimed that the Registrant and five other defendants (two corporate and three individual) are responsible for an aggregate of $4.2 million in remediation costs with respect to the Beacon Heights landfill and that the Registrant and one other corporate defendant are responsible for an aggregate of $2.5 million in remediation costs with respect to the Laurel Park landfill; Connecticut has claimed that the Registrant and one other defendant are responsible for an aggregate of $.08 million in remediation costs with respect to the Laurel Park landfill. The Registrant intends to continue to vigorously contest any liability relating to these governmental claims. The Registrant will also pursue its rights of contribution against the other defendants in the event of any liability, which the Registrant expects would significantly reduce any liability imposed. In addition, it has filed claims against its insurance carriers. In its decision, the Second Circuit also reversed the U.S. District Court's dismissal of numerous actions brought by the Beacon Heights and Laurel Park Coalitions against non-settling parties. These Coalitions assumed full responsibility for cleaning up the two landfill sites and, as noted above, the Registrant has settled with both Coalitions with respect to liability at these sites in 1994. It is believed that many of the defendants in the pending Coalition actions and certain other persons who have not been sued by the governments have a responsibility for remediation cost and may be brought into these actions as co-defendants with the Registrant. The Registrant intends to resist the EPA and State claims and if necessary bring these other persons into the action to share the costs of reimbursements to the governments if ultimately imposed. After rejecting motions for rehearing, the Court of Appeals returned the cases to the US District Court. On July 21, 1997, the District Court issued an order appointing a Special Master to mediate, find facts if necessary and report back to the court within six months as to all remaining claims for contribution. The Registrant is actively participating in this process as it pertains to the EPA and State Claims against the Registrant and the Registrant's contribution rights against third-party defendants. The Registrant will continue to vigorously pursue its legal interest in this matter. The Registrant believes that these actions will not have a materially adverse impact on the Registrant's consolidated financial position, operating results or liquidity. -11- There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which either the Registrant or any of its subsidiaries is a party of or which any of their property is the subject. ITEM 2 CHANGES IN SECURITIES None ITEM 3 DEFAULTS UPON SENIOR SECURITIES None ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ --------------------------------------------------- none ITEM 5 OTHER INFORMATION None ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- B. Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE EASTERN COMPANY (Registrant) DATE: November 12, 1997 /S/ LEONARD F. LEGANZA ----------------- ----------------------------- Leonard F. Leganza President and Chief Executive Officer DATE: November 12, 1997 /S/ DONALD E. WHITMORE JR. ----------------- ------------------------------ Donald E. Whitmore, Jr., Executive Vice President and Chief Financial Officer -12- EX-27 2
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