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VIA EDGAR TRANSMISSION, FEDEX AND E-MAIL
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April 16, 2015
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Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Attention: Mellissa Campbell Duru
durum@sec.gov
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Re:
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The Eastern Company
Definitive Additional Soliciting Materials filed on Schedule 14A
Filed April 13, 2015
File Number: 001-035383
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Dear Ms. Duru:
On behalf of our client, The Eastern Company (the “Company”), we are providing the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter, dated April 15, 2015 (the “Comment Letter”), with respect to the Company’s Additional Soliciting Materials on Schedule 14A, filed on April 10, 2015.
Set forth below in bold are each of the Staff’s comments provided in the Comment Letter. Immediately following each of the Staff’s comments is the Company’s response to such comment. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter.
Exhibit 99-Letter to our Shareholders
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1.
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Your disclosure highlights internal and external value-creation strategies that the company believes will yield positive results. Please supplementally provide us with support for the assertions regarding the investments that the company has made, which have allowed the company to “expand [its] business with current customers and make inroads into new market sectors…”
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Response: In response to the Staff’s comment, the Company hereby supplementally provides the below support for its assertions regarding investments that the Company has made which have allowed it to expand its business with current customers and make inroads into new market sectors:
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In 2005, the Company began investing in the production of bunk hardware for heavy trucks (a new market for the Company) and continued to do so through 2010, which increased the Company’s market share in that market from $0 in 2005 to $517,000 in 2010 and expanded its business with Freghtliner Trucks as a preferred supplier now supplying vents, paddle latches, rotaries, t-handles and various stampings, increasing sales to over $6 million since 2008.
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In 2008, the Company invested in the production of the RAMBOX CARGO management system for implementation into the Ram Truck line, manufactured by Chrysler, which increased the Company’s business with both Tier One and Tier Two suppliers of Chrysler.
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In late 2008, the Company invested in the production of a latching system for baggage compartments and miscellaneous fabricated parts that could be used in the Bombardier C-Am Roadsters, which expanded the Company’s business with Bombardier Inc.
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In 2010, the Company invested in the production of a new latch design for the Kawasaki Mule ATV, which has resulted in increased annual sales with Kawasaki Heavy Industries since 2010. Additionally, in 2010 the Company invested in the production of a rotary part that could be used on the hoods of snowmobiles, which opened up a previously untapped market for the Company and further increased business with Kawasaki Heavy Industries.
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2.
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Much of the disclosure regarding external value-creation strategies implies that the acquisitions have yielded only positive results and/or created value for the company. In future filings, please provide further context and balance to such statements and acknowledge any material challenges the company incurred and/or costs associated with the acquisitions.
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Response: The Company acknowledges the Staff’s comment and hereby confirms that in its future filings, the Company will provide proper context and balance to disclosure regarding external value-creation strategies and acknowledge any material challenges the Company incurred and/or costs associated with such acquisitions.
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If you have any questions or would like to discuss the Company’s above response, please do not hesitate to call either one of us (212-310-8552; 212-310-8961) or, if more convenient, send us an e-mail (michael.aiello@weil.com, matthew.gilroy@weil.com). Thank you.
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/s/ Michael J. Aiello
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/s/ Matthew J. Gilroy
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Michael J. Aiello
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Matthew J. Gilroy
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