0000909518-15-000115.txt : 20150413 0000909518-15-000115.hdr.sgml : 20150413 20150413135416 ACCESSION NUMBER: 0000909518-15-000115 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150413 DATE AS OF CHANGE: 20150413 EFFECTIVENESS DATE: 20150413 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: 0102 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35383 FILM NUMBER: 15766353 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 mm04-1315_8kdefa14a.htm mm04-1315_8kdefa14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 13, 2015
 
The Eastern Company
(Exact name of registrant as specified in its charter)

Connecticut
0-599
06-0330020
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. employer identification no.)
     
     
     
112 Bridge Street
Naugatuck, Connecticut 06770
(Address of principal executive offices, including zip code)
 
(203) 729-2255
(Registrant’s telephone number, including area code)
 

 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 

Section 7 – Regulation FD

ITEM 7.01 - Regulation FD Disclosure

On April 13, 2015, The Eastern Company (the “Company”) released a Letter from the Company’s President, Leonard F. Leganza, to its shareholders as part of the Company’s Annual Report, which was posted to the Company’s website.  A copy of the Letter to the Shareholders is attached hereto.


Section 8 – Other Events

ITEM 8.01 – Other Events

On April 13, 2015, the Company released a Letter from the Company’s President, Leonard F. Leganza, to its shareholders as part of the Company’s Annual Report, which was posted to the Company’s website.  The Annual Report will be mailed on or about April 13, 2015 to shareholders of record.  A copy of the Letter to the Shareholders is attached hereto.


Section 9 – Financial Statements and Exhibits

ITEM 9.01 - (d) Exhibits

(99)    
Letter to the Shareholders from the Company’s President, Leonard F. Leganza, released on April 13, 2015 as part of the Company’s Annual Report, which was posted to the Company’s website and will be mailed on or about April 13, 2015 to shareholders of record.




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, hereunto duly authorized.
 
  The Eastern Company
   
   
Date: April 13, 2015                                                                
By: /s/John L. Sullivan III
 
John L. Sullivan III
Vice President and Chief Financial Officer
 
 
EX-99.1 2 mm04-1315_8kdefa14ae991.htm mm04-1315_8kdefa14ae991.htm
Exhibit 99

LETTER TO OUR SHAREHOLDERS

 
For 2014, our net sales of $140.8 million were 1% less than the $142.5 million we recorded for 2013. Net income, however, increased by 11% to $7.7 million, or $1.23 per diluted share, compared with $6.9 million, or $1.11 per diluted share in 2013. By paying close attention to our supply chain, using lean techniques in our manufacturing process and controlling our administrative costs, we increased our gross margins to 23% compared with 21% in 2013. Based on 2014’s profitability and our strong cash position, we paid a one-time extra dividend of $0.04 per share in addition to our regular quarterly dividend of $0.11 per share. Our most recent dividend represented the Company’s 298th consecutive quarterly dividend.
 
We made progress in 2014 with our value-creation strategy both internally and externally. Internally, even as softness in some markets served by our OEM customers affected our results, we were able to continue to invest in the development of new products to expand our business with current customers and make inroads into new market sectors. In addition, we continued to focus on our daily operations to ensure that we maximize profit and produce consistent cash flows to adequately fund our product development, facility improvements and dividend.
 
Externally, our value-creation strategy includes acquiring high-quality businesses that will further enhance or expand our product lines. Since 2000, the Company has completed more than a half-dozen acquisitions, including three of our largest and most significant purchases of industry-leading names: Greenwald Industries, a manufacturer of products mainly for the commercial laundry industry; Canadian Commercial Vehicles, our primary producer of lightweight composite panels; and Royal Lock Corporation, a marketer of locks and specialty hardware products. We have also made additional investments to improve the productivity and efficiency of our U.S. and China facilities and to expand our Mexican operation.
 
We continued to grow and diversify through acquisition in 2014 with the December 2014 purchase of Argo Transdata Corporation, a contract manufacturer of printed circuit board assemblies. Argo’s products are sold to numerous OEMs in our target markets, including measurement systems, industrial controls, and medical and military markets. This acquisition represents a new initiative and further expands Eastern’s markets and security product operations. Argo will be integrated into our Security Products Group, which utilizes printed circuit boards in several of its products. We plan to expand this business in the coming years both organically and through acquisitions of similar and technologically related companies.
 
Also in 2014, we established a manufacturing plant in Salisbury, North Carolina, that will produce lightweight composite panels. The panels will be used to produce sleeper cabs for a newly redesigned Class 8 truck. Additionally, the new plant will give us an opportunity to expand our marketing and sales of lightweight composite panel products throughout the eastern United States. We expect the facility to begin production early in the second quarter of 2015.
 
Looking forward to 2015 and beyond, we are excited about our potential, particularly in the areas of security and safety, where we are expanding our capabilities and product offerings. Having a very strong balance sheet gives us the capability to make capital investments, pursue acquisitions, pay dividends and repurchase shares – all focused on continuing to drive shareholder value. You will be hearing more about these initiatives throughout 2015. Our Board also will continue to receive and consider input from our shareholders, independent consultants and operating management. We appreciate this input and, as always, will evaluate it carefully with regard to the best interests of all shareholders.
 

 
 

 

Also included in this publication is our annual report on Form 10-K, which we submitted to the Securities and Exchange Commission. I encourage you to read the 10-K as it provides additional detail on the Company’s operations and financial performance for the past three years, including our certifications regarding the strength of our internal financial and operating controls.
 
I thank our Board of Directors for their attention to executing our strategy and enhancing our corporate governance. I also thank our team of senior operating executives and our entire workforce for their hard work and commitment to continuous improvement, even during years of difficult economic conditions. The Board and I are extremely proud of what they have been able to accomplish.
 
And I thank you, our shareholders, for your continued support.
 
/s/Leonard F. Leganza
Leonard F. Leganza
Chairman of the Board
President and Chief Executive Officer

 
Important Additional Information
 
The Eastern Company (the “Company”), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2015 Annual Meeting of Shareholders.  Information regarding the names of the Company’s directors and executive officers is set forth in the Company’s definitive proxy statement for the 2015 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2015 and in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015, filed with the SEC on March 13, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other related materials to be filed with the SEC when they become available.

The Company has filed a definitive proxy statement and BLUE proxy card and other related materials with the SEC in connection with the solicitation of proxies for the Company’s 2015 Annual Meeting of Shareholders. COMPANY SHAREHOLDERS AND OTHER INVESTORS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND BLUE PROXY CARD AND OTHER RELATED MATERIALS WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.

These documents, including any proxy statement (and amendments or supplements thereto) and other related materials filed by the Company with the SEC, are available for no charge at the SEC's website at www.sec.gov and at the Company’s website at www.easterncompany.com. Copies may also be obtained by contacting The Eastern Company Investor Relations by mail at 112 Bridge Street, P.O. Box 460, Naugatuck, CT 06770 or by telephone at 203-729-2255.
 
 
Safe Harbor for Forward-Looking Statements
 
Statements in this document regarding the 2015 Annual Meeting of Shareholders and any other statements about the Company’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including those set forth in the Company’s reports and filings with the Securities and Exchange Commission. The Company is not obligated to update or revise any forward-looking statements as a result of developments occurring after the date of this document.
 
The Eastern Company
Leonard F. Leganza or John L. Sullivan III, 203-729-2255