-----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, CRk5piA6bBcXzo6pebANIsjCdZTcSOXgtajo8DFdNhdmtFST7cQPH9yvJDsfQIvl zvPN5jU7iEdLCE/y473gOA== 0000890163-97-000030.txt : 19970320 0000890163-97-000030.hdr.sgml : 19970320 ACCESSION NUMBER: 0000890163-97-000030 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970319 SROS: NYSE 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00599 FILM NUMBER: 97559274 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 DEFA14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12 THE EASTERN COMPANY ............................................................................... (Name of Registrant as Specified In Its Charter) ............................................................................... (Name of Person(s) Filing Proxy Statement if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [X] Fee previously paid with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount Previously Paid: ..................................................................... 2) Form, Schedule or Registration Statement No.: ..................................................................... 3) Filing Party: ..................................................................... 4) Date Filed: ..................................................................... The Eastern Company IMMEDIATELY 112 Bridge Street P.O. Box 460 Arthur Crozier Naugatuck, CT 06770 Georgeson & Company (212) 440-9861 AN OPEN LETTER TO JOHN DYSON FROM THE DIRECTORS OF THE EASTERN COMPANY March 19, 1997 Mr. John Dyson RR 1 Box 167D Wing Road Millbrook, NY 12545 Dear Mr. Dyson: We, all of the Directors of The Eastern Company, strongly believe the proxy fight you and your affiliates, MMI Investments, L.L.C. and Millbrook Capital Management Inc., are waging in furtherance of your hostile, highly leveraged offer for the Company is harmful to the Company and its shareholders. FOR THE REASONS STATED BELOW, WE ARE URGING ALL OUR SHAREHOLDERS TO REJECT YOUR CAMPAIGN BY SIGNING AND RETURNING A WHITE PROXY CARD WITH A VOTE IN FAVOR OF MANAGEMENT. EASTERN'S FINANCIAL STRENGTH AND THE VALUE IT WILL PRODUCE BELONG TO ALL THE SHAREHOLDERS, NOT JUST TO YOU We have worked hard to build a strong financial base from which to create long-term value for our shareholders. WE BELIEVE THAT YOU ARE TRYING TO USE THAT STRENGTH, WHICH RIGHTFULLY BELONGS TO ALL SHAREHOLDERS, TO SUPPORT YOUR HIGHLY LEVERAGED OFFER AND THEREBY DEPRIVE THE SHAREHOLDERS OF THE VALUE THAT STRENGTH WILL PRODUCE. We know how you and your family made your millions: by buying companies and selling them at a profit. We do not believe that you should profit at the expense of our other shareholders. Eastern is now poised to increase shareholder value through future growth. Our financial strength permits us to continue our program of strategic acquisitions. Since 1994, we have made a number of such acquisitions: Prestolock (1994), Precision Components (1995) and certain assets of Excel Mining Systems (1996). Further, we are also continuing our new product design efforts. These efforts are now paying off. Despite the anticipated downturn in the first quarter of 1996, normal operating profits increased dramatically over the rest of the year. We fully expect this trend to continue. Indeed, operating profits for the first two months of 1997 are ahead of target. Your campaign ignores these facts. We do not want shareholders misled into thinking that Eastern does not have a bright future. Clay Lifflander, another of the Dyson/MMI would-be directors, knows that the opposite is true: HE SAID THAT "EASTERN IS A WONDERFUL COMPANY WITH FOUR TO FIVE BUSINESSES IN NICHE MANUFACTURING MARKETS, ALL WITH HIGH GROWTH MARGINS," AND BRAGGED ABOUT YOUR $15 PER SHARE LEVERAGED BUYOUT PROPOSAL, "HOW OFTEN DO YOU FIND A DEAL LIKE THAT?" YOUR COSTLY, DISRUPTIVE AND SELF-INTERESTED CAMPAIGN IS, IN OUR VIEW, HARMFUL TO THE LONG-TERM INTERESTS OF THE SHAREHOLDERS YOUR COSTLY AND DISRUPTIVE EFFORTS HAVE, IN OUR VIEW, BEEN HARMFUL TO THE LONG-TERM INTERESTS OF THE SHAREHOLDERS. You have not withdrawn your offer, which we believe would shortchange Eastern's shareholders. Further, you and your other nominees appear to have a substantial conflict of interest. If elected, won't you have a STRONG SELF-INTEREST IN SELLING THE COMPANY TO YOURSELVES AT THE CHEAPEST POSSIBLE PRICE? THE SHAREHOLDERS' INVESTMENT IS NOT A PLAYTHING FOR YOU TO "HAVE A LOT OF FUN WITH" If, on the other hand, you are not seeking election to further your purchase of the Company, we fail to see what you will accomplish other than disruption and distraction. HOW ARE YOUR THREE NOMINEES QUALIFIED TO SERVE AS DIRECTORS OF THE EASTERN COMPANY? You are a millionaire financier and winery owner who dabbles in politics, most recently as a Deputy Mayor of New York City. WE HAVE TO QUESTION YOUR COMMITMENT TO THE SERIOUS BUSINESS OF SERVING THE LONG-TERM INTERESTS OF EASTERN'S SHAREHOLDERS. WHEN EASTERN'S DIRECTORS, AFTER CAREFUL CONSIDERATION, REJECTED YOUR LEVERAGED BUYOUT PROPOSAL, YOU SAID: "I THINK WE'RE GOING TO HAVE A LOT OF FUN WITH THIS." Your fellow nominee, Clay Lifflander, 34 year-old president of your investment vehicle, appears to have no relevant manufacturing experience. Your other nominee, George Shearer, is the president of a portfolio company you intended to use to acquire Eastern, even though it has only 1/4 of Eastern's net worth. That company makes flexible shaft products -- a product line entirely unrelated to Eastern's businesses. AS WE TOLD YOU LAST SUMMER, WE BELIEVE YOUR HOSTILE OFFER IS NOT IN THE BEST INTERESTS OF THE COMPANY, ITS SHAREHOLDERS, EMPLOYEES, CUSTOMERS, CREDITORS, SUPPLIERS OR THE COMMUNITIES IN WHICH WE HAVE FACILITIES. OUR BELIEF IS THE SAME CONCERNING YOUR PROXY FIGHT. This letter is a summary of the reasons why we strongly urge our shareholders to defeat the costly, disruptive and self-interested proxy fight you started, by signing, dating and returning a WHITE proxy card. Very truly yours, THE BOARD OF DIRECTORS OF THE EASTERN COMPANY John W. Everets Charles W. Henry Chairman of H.P.S.C. Inc. Partner Boston, MA Kernan & Henry (Financial Services) Waterbury, CT Ole K. Imset Leonard F. Leganza Director of Manufacturing, Financial and Business Consultant Allen Bradley, Rockwell International Farmington, CT Manchester, NH Russell G. McMillen David C. Robinson Chairman of the Company President of The Robinson Company (Until April 24, 1996) Waterbury, CT Stedman G. Sweet Donald S. Tuttle, III President and Chief Executive Officer Account Executive and Vice President of the Company Paine Webber Middlebury, CT Donald E. Whitmore, Jr. Vice President, Treasurer and Secretary of the Company -----END PRIVACY-ENHANCED MESSAGE-----