-----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, TbkQPyodJM0Kw03sBgbHuYEf+0uO97UzNN7wC5EAtzzFfaMKw6UMKu6wsRCbRdmQ JwYQlmoU5MbvDArNkrpc1A== 0000950162-97-000136.txt : 19970222 0000950162-97-000136.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950162-97-000136 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970218 SROS: AMEX GROUP MEMBERS: B.W. ELLIOT MANUFACTURING CO. GROUP MEMBERS: ERNST OHNELL GROUP MEMBERS: JOHN S. DYSON GROUP MEMBERS: MILLBROOK CAPITAL MANAGEMENT INC GROUP MEMBERS: MILLBROOK CAPITAL MANAGEMENT INC. GROUP MEMBERS: MMI INVESTMENTS, L.L.C. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15810 FILM NUMBER: 97536932 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLBROOK CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001013097 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133540644 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: RR1 BOX 167D STREET 2: WING ROAD CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 9146678383 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) The Eastern Company (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 276317 10 4 (CUSIP Number) Clay Lifflander MMI Investments, L.L.C., RR1, Box 167D, Wing Road, Millbrook, NY 12545 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 27 Pages - ------------------------------------------------------------------------------- CUSIP No. 276317 10 4 Page 2 of Pages ----------- --------- ----------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MMI Investments, L.L.C. TIN 14-1790769 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 178,400 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED VOTING POWER 0 ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 178,400 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,400 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.61% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------------------------------------------------------------------- CUSIP No. 276317 10 4 Page 3 of Pages ----------- --------- ----------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Millbrook Capital Management Inc. TIN 13-3540644 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 178,400 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED VOTING POWER 0 ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 178,400 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,400 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.61% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------------------------------------------------------------------- CUSIP No. 276317 10 4 Page 4 of Pages ----------- --------- ----------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John S. Dyson SSN ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 178,400 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED VOTING POWER 0 ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 178,400 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,400 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.61% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------ ------------------------------------------------------------------ CUSIP No. 276317 10 4 Page 5 of Pages ----------- -------- ----------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ernst Ohnell SSN ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 89,800 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED VOTING POWER 0 ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 89,800 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 89,800 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.33% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------ ------------------------------------------------------------------ CUSIP No. 276317 10 4 Page 6 of Pages ----------- -------- ----------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.W. Elliott Manufacturing Co. TIN 15-0585760 - ------------------------------------------------------------------------------- 2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, BK, OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------- 8 SHARED VOTING POWER 0 ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D Item 2. Identity and Background Item 2 of Schedule 13D is amended in its entirety to read as follows: This statement is being filed by each of the following, who are collectively referred to herein as the "Reporting Persons": 1. MMI Investments, L.L.C., a Delaware limited liability company ("MMI"); 2. Millbrook Capital Management Inc., a New York corporation ("Millbrook"); 3. John S. Dyson, sole stockholder, a Director and Chairman of Millbrook; 4. Ernst Ohnell; and 5. B.W. Elliott Manufacturing Co., a New York corporation ("Elliott"). MMI, Millbrook and Mr. Dyson are collectively referred to herein as the "Millbrook Reporting Persons". The principal business address for each of the Millbrook Reporting Persons is RR1, Box 167D, Wing Road, Millbrook, New York 12545. MMI is a limited liability company organized under the Delaware Limited Liability Company Act. MMI is primarily engaged in the business of investing in securities. Millbrook's principal business is to manage investments in publicly traded securities as well as in private companies. Millbrook is the Manager of MMI, and as such, it has the sole power to vote and dispose of investment securities held by MMI. Millbrook's officers are John S. Dyson, Chairman; Clay B. Lifflander, President; Alan Rivera, Chief Financial Officer; and David H. Bova, Vice President (Messrs. Dyson, Lifflander, Rivera and Bova are referred to collectively herein as the "Millbrook Principals"). The Millbrook Principals are the directors of Millbrook. The Millbrook Principals and Millbrook are also members of MMI. On July 16, 1996, Mr. Lifflander revoked the proxy given by Mr. Dyson to vote the shares of capital stock of Millbrook that Mr. Dyson owns. The principal business address for the Millbrook Principals is RR1, Box 167D, Wing Road, Millbrook, New York 12545, and each of them is a United States citizen. The principal employment for the Millbrook Principals is in their respective capacities with Millbrook listed above. Mr. Ohnell's address is 75 Khakum Wood Road, Greenwich, Connecticut 06831. Mr. Ohnell's principal occupation is as Chief Executive Officer of Ohnell Capital Corporation, 2 Greenwich Plaza, Suite 100, Greenwich, Connecticut 06803. Mr. Ohnell is a United States citizen. Page 7 of 27 Pages Elliott's principal business is the manufacturing of flexible shaft and valve control products for industrial users. The principal business address for Elliott is 37 Milford Street, Binghamton, New York 13904-1687. The officer of Elliott is George M. Scherer, Chief Executive Officer. Mr. Scherer's business address is 37 Milford Street, Binghamton, New York 13904-1687 and he is a United States citizen. In addition, Messrs. Scherer, Lifflander, Rivera and Bova are the directors of Elliott (collectively, the "Elliott Principals"). Millbrook owns 90% and Mr. Scherer owns 10% of the outstanding capital stock of Elliott. During the last five years, none of the Reporting Persons, Millbrook Principals or Elliott Principals has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any). During the past five years, none of the Reporting Persons, Millbrook Principals or Elliott Principals has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of Transaction Item 4 of Schedule 13D is hereby amended in its entirety to read as follows: MMI acquired Shares of the Company because MMI believes that trading prices of the Shares do not adequately reflect the potential value of the Company's underlying business and assets. MMI initially intended to work with management to effectuate value enhancement strategies for all stockholders. However, after meeting with management and studying the Company's operations and industry, MMI determined that the best means to maximize value for all stockholders is to effect a sale of the Company. On July 16, 1996, Millbrook sent a merger proposal to the Chairman of the Company to have Elliott acquire all outstanding Shares of the Company for $15 per Share in cash (the "Merger Proposal"). The Merger Proposal also indicated that the merger price would be subject to increase if Eastern could demonstrate additional value not reflected in its then current stock price. The Merger Proposal is subject, among other things, to the approval of the Company's Board of Directors, a majority of the Company's public shareholders indicating support for the transaction and other customary conditions for transactions of this nature. On July 18, 1996, and July 24, 1996, Millbrook sent additional correspondence to the Chairman of the Company contained in Exhibits 9 and 10 hereto. On July 25, 1996, the Board of Directors of the Company rejected the Merger Proposal. On July 29, 1996, the Board of Directors of the Company amended the Company's bylaws to increase the vote required for stockholders to amend the bylaws from 50% to 75%. On July 25, 1996 and August 12, 1996, Millbrook, on behalf of MMI, sent written demands for a list of the Company's stockholders to the Company, which the Company rejected. On July 31, 1996 and August 6, 1996, MMI commenced actions which were subsequently withdrawn seeking access to the Company's list of stockholders. Page 8 of 27 Pages On August 15, 1996, MMI commenced an action in the Superior Court in the Judicial District of Waterbury, Connecticut (the "Superior Court") to require the Company to permit MMI to examine and make copies of the Company's stockholder list for the purpose of permitting MMI to communicate with other stockholders of the Company. On August 22, 1996, MMI, Mr. Ohnell (on his own behalf and on behalf of the Ohnell Family Foundation and his wife and two children (collectively, the "Ohnell Investors")) and two other stockholders issued a written request for a special meeting of stockholders to the president of the Company. On September 6, 1996, the Company rejected the request for a special meeting of stockholders and filed an action requesting a temporary and permanent injunction and declaratory relief against MMI calling for a special meeting of stockholders. At a hearing on September 9, 1996, the Superior Court consolidated MMI's action filed August 15, 1996 requesting the stockholder list and the Company's action filed September 6, 1996 requesting an injunction against having to call a special meeting of stockholders. On September 25, 1996, MMI, the Ohnell Investors and one other stockholder issued a second written request to the President of the Company requesting that he call a special meeting of stockholders in order to (i) consider the Merger Proposal, (ii) consider a proposal requesting that the Company's Board of Directors approve the Merger Proposal, and if no merger of the Company is consummated by December 31, 1996, the declaration of a special dividend of $3.00 per share, (iii) consider amending the bylaws of the Company to repeal the amendment thereof adopted by the Company's Board of Directors on July 29, 1996 which increased the required stockholder vote to amend the bylaws from 50% to 75%, (iv) consider amending the bylaws to permit the removal of directors by majority vote of stockholders, and (v) consider a proposal to replace the current directors with a new slate of directors committed to maximizing the current stockholder values pursuant to clauses (i) and (ii) above. A copy of the request dated September 25, 1996 is annexed hereto as Exhibit 11. MMI's request for a stockholders list and the request for a special meeting of stockholders were the subject of the litigation before the Superior Court. A trial was held October 2 through October 4, 1996. In December, the Superior Court ruled that the Company was required to provide MMI with a stockholders list and MMI was enjoined from calling a special meeting pursuant to the request dated September 25, 1996. On September 20, 1996, Millbrook sent a letter to the Company's stockholders updating them with respect to the status of the Merger Proposal. A copy of the letter is annexed hereto as Exhibit 12. On November 20, 1996, Mr. Ohnell sent to the Secretary of the Company notice that he intends to present at the Company's 1997 annual meeting of stockholders a stockholder proposal requesting the Company's Board of Directors to authorize the immediate retention of an investment banking firm to seek proposals for the sale of the Company to maximize stockholder value. A copy of such notice is annexed as Exhibit 13 hereto. On January 22, 1997, the Company finally sent MMI a copy of its shareholders list, which failed to include a list of non-objecting beneficial owners. On February 5, 1997, MMI notified the Company of its intent to nominate three individuals to fill the three vacancies on the Company's board of directors that will arise due to their term expirations as of Page 9 of 27 Pages the next annual meeting of the Company's shareholders. A copy of such notice is annexed as Exhibit 14 hereto. On February 6, 1997, Millbrook issued a press release regarding its notification to the Company. A copy of such press release is annexed as Exhibit 15 hereto. Item 5. Interest in Securities of the Issuer Item 5 of Schedule 13D is hereby amended in its entirety to read as follows: (a) As of February 5, 1997, MMI directly and beneficially owns (as defined by Rule 13d-3 under the Act) 178,400 Shares, or 6.61% of the 2,699,284 Shares outstanding as of September 28, 1996 as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 28, 1996. As Manager of MMI, Millbrook has sole power to vote and dispose of investments held by MMI; therefore, it beneficially owns (as defined by Rule 13d-3 of the Act) the Shares owned by MMI. Mr. Dyson, Chairman, a Director and sole stockholder of Millbrook, has the power to direct Millbrook to vote or dispose of the Shares held by MMI; therefore, he beneficially owns (as defined by Rule 13d-3 of the Act) the Shares owned by MMI. Mr. Ohnell beneficially owns 89,800 Shares, or 3.33% of the Shares outstanding, including 52,050 Shares held directly by Mr. Ohnell, 9,300 Shares held by the Ohnell Family Foundation of which Mr. Ohnell is trustee, and 25,450 Shares held by his emancipated adult children and 3,000 Shares held by his wife with respect to which Mr. Ohnell holds an irrevocable proxy. (b) As sole owner of the Shares that it holds, MMI has sole voting and dispositive power over the 178,400 Shares that it owns directly. As Manager of MMI, Millbrook has the sole power to direct the voting or disposition of the Shares held by MMI; thus, Millbrook has sole voting and dispositive power over such Shares. As Chairman, a Director and sole stockholder of Millbrook, Mr. Dyson has the sole power to direct Millbrook on the voting or disposition of Shares held by MMI; thus, Mr. Dyson also has sole voting and dispositive power over such Shares. Mr. Ohnell has sole voting and dispositive power over the 89,800 Shares that he beneficially owns. (c) The Millbrook Reporting Persons became beneficial owners for purposes of Rule 13d-3 of more than five percent of the Shares on April 29, 1996. See Exhibit 1 for a list of purchase transactions with respect to Shares executed by MMI prior to the date of this report. All such purchases were made on the open market through the facilities of the American Stock Exchange. Mr. Ohnell became a Reporting Person on July 16, 1996 upon execution of the letter agreement contained in Exhibit 6 between Mr. Ohnell and Millbrook relating to the Proposed Merger. Mr. Ohnell has not acquired beneficial ownership of any Shares during the 60 day period prior to the date hereof. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the Shares held by MMI and the 52,050 Shares directly owned by Page 10 of 27 Pages Mr. Ohnell. The Ohnell Family Foundation and members of Mr. Ohnell's family have the right to receive dividends or the proceeds from the sale of Shares held by them. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of Schedule 13D is hereby amended in its entirety to read as follows: On July 16, 1996, Millbrook and Mr. Ohnell executed a letter agreement in which they agreed to cooperate in making the Merger Proposal. Such letter agreement is Exhibit 5 hereto. In addition, on July 16, 1996, Millbrook sent a letter to the Chairman of the Company setting forth the Merger Proposal. Such letter is Exhibit 3 hereto. Additional correspondence from Millbrook to the Company with respect to the Merger Proposal is contained in Exhibits 9 and 10 hereto. The request for a special meeting of stockholders dated September 25, 1996 is contained in Exhibit 11 hereto. On July 16, 1996, each of Mr. Ohnell's wife and children executed irrevocable proxies to Mr. Ohnell with respect to Shares held by them. Such proxies are Exhibits 6, 7 and 8 hereto. Except as otherwise set forth above or in Item 3, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the Millbrook Principals, has any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits Exhibit 1 Schedule of Transactions. Exhibit 2 Amended Joint Filing Agreement dated July 16, 1996. Exhibit 3 Letter to Chairman of the Company dated July 16, 1996. Exhibit 4 Press Release dated July 17, 1996. Exhibit 5 Letter Agreement by and between Millbrook and Mr. Ohnell dated July 16, 1996. Exhibit 6 Irrevocable Proxy dated July 16, 1996 of Patricia Ohnell. Exhibit 7 Irrevocable Proxy dated July 16, 1996 of Carin M. Ohnell. Page 11 of 27 Pages Exhibit 8 Irrevocable Proxy dated July 16, 1996 of Eileen H. Ohnell. Exhibit 9 Letter to Chairman of the Company dated July 18, 1996. Exhibit 10 Letter to Chairman of the Company dated July 24, 1996. Exhibit 11 Request for special meeting of stockholders of the Company dated September 25, 1996. Exhibit 12 Letter from Millbrook to Company's stockholders dated September 20, 1996. Exhibit 13 Notice dated November 20, 1996 from Mr. Ohnell to the Company presenting a proposal to be considered at the 1997 annual meeting of stockholders. Exhibit 14 Shareholder's Notice of Nominations dated February 5, 1997 from MMI to the Company, addressed to Mr. Whitmore, the Secretary of the Company. Exhibit 15 Press Release dated February 6, 1997. Page 12 of 27 Pages SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. MMI INVESTMENTS, L.L.C. By: /s/ Clay B. Lifflander -------------------------- Clay B. Lifflander as President of Millbrook Capital Management Inc., Manager of MMI Investments, L.L.C. MILLBROOK CAPITAL MANAGEMENT INC. By: /s/ Clay B. Lifflander -------------------------- Clay B. Lifflander President B.W. ELLIOTT MANUFACTURING CO. By: /s/ George M. Scherer -------------------------- George M. Scherer President /s/ John S. Dyson -------------------------- John S. Dyson Individually /s/ Ernst Ohnell -------------------------- Ernst Ohnell Individually Dated: February 13, 1997 Page 13 of 27 Pages EXHIBIT INDEX Exhibit 1 Schedule of Transactions. *** Exhibit 2 Amended Joint Filing Agreement dated July 16, 1996. * Exhibit 3 Letter to Chairman of the Company dated July 16, 1996. * Exhibit 4 Press Release dated July 17, 1996. * Exhibit 5 Letter Agreement by and between Millbrook and Mr. Ohnell dated July 16, 1996. * Exhibit 6 Irrevocable Proxy dated July 16, 1996 of Patricia Ohnell. * Exhibit 7 Irrevocable Proxy dated July 16, 1996 of Carin M. Ohnell. * Exhibit 8 Irrevocable Proxy dated July 16, 1996 of Eileen H. Ohnell. * Exhibit 9 Letter to Chairman of the Company dated July 18, 1996. ** Exhibit 10 Letter to Chairman of the Company dated July 24, 1996. ** Exhibit 11 Request for special meeting of stockholders of the Company dated September 25, 1996. *** Exhibit 12 Letter from Millbrook to Company's stockholders dated September 20, 1996. *** Exhibit 13 Notice dated November 20, 1996 from Mr. Ohnell to the Company presenting a proposal to be considered at the 1997 annual meeting of stockholders. **** Exhibit 14 Shareholder's Notice of Nominations dated February 5, 1997 page 16 from MMI to the Company, addressed to Mr. Whitmore, the Secretary of the Company. Exhibit 15 Press Release dated February 6, 1997. page 27 - ------------------------------------ * Filed as an exhibit with Amendment No. 1 to Schedule 13D dated July 16, 1996. ** Filed as an exhibit with Amendment No. 2 to Schedule 13D dated July 24, 1996. *** Filed as an exhibit with Amendment No. 3 to Schedule 13D dated September 25, 1996. Page 14 of 27 Pages **** Filed as an exhibit with Amendment No. 4 to Schedule 13D dated November 20, 1996. Page 15 of 27 Pages EX-14 2 SHAREHOLDER'S NOTICE OF NOMINATIONS Exhibit 14 February 5, 1997 VIA FACSIMILE AND OVERNIGHT DELIVERY SERVICE Mr. Donald E. Whitmore, Jr. Secretary The Eastern Company 112 Bridge Street Naugatuck, CT 06770 Dear Mr. Whitmore: SHAREHOLDER'S NOTICE OF NOMINATIONS Pursuant to Article III, Section 7 of the By-Laws of The Eastern Company, MMI Investments, L.L.C., a shareholder of The Eastern Company, hereby gives notice that it proposes to nominate the following three persons for election as Directors at the Annual Meeting of Shareholders to be held in 1997: 1. John S. Dyson Age: 53 Business Address: RR 1, Box 167D, Wing Road, Millbrook, New York 12545 Residence Address: Maple Tor Farm, RR 1, Box 166A, Wing Road, Millbrook, New York 12545 Principal Occupation or Employment: Chairman and a director of Millbrook Capital Management Inc. Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: 178,400 Other information about nominee: See attached Exhibit A. Page 16 of 27 Pages 2. Clay B. Lifflander Age: 34 Business Address: RR I, Box 167D, Wing Road, Millbrook, New York 12545 Residence Address: 52 Meeting House Road, Pawling, New York 12564 Principal Occupation or Employment: President and a director of Millbrook Capital Management Inc. Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: None.1 Other information about nominee: See attached Exhibit B. 3. George M. Scherer Age: 42 Business Address: 37 Milford Street, Binghamton, New York 13902 Residence Address: 9 Pamela Drive, Binghamton, New York 13901 Principal Occupation or Employment: President and a director of B. W. Elliott Manufacturing Company Inc. Number of shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: None. Other information about nominee: See attached Exhibit C. Also attached are the originally-executed consents of each of the three nominees to being named in a proxy statement as a nominee for Director and to serving as a Director of The Eastern Company, if elected. - -------- 1 However, Mr. Lifflander serves as President and a director of Millbrook Capital Management Inc., the Manager of MMI Investments, L.L.C., which is the beneficial and record owner of shares of common stock of The Eastern Company. Mr. Lifflander is also a member of MMI Investments, L.L.C. On July 16, 1996, Mr. Lifflander revoked the proxy given to him by Mr. Dyson to vote the shares of capital stock of Millbrook Capital Management Inc. that Mr. Dyson owns. Page 17 of 27 Pages The name and address of the shareholder submitting this notice, as it appears on the books of The Eastern Company, is MMI Investments, L.L.C., RR 1, Box 167D, Wing Road, Millbrook, New York, 12545. MMI Investments, L.L.C. owns beneficially and of record 1,000 shares of common stock of The Eastern Company and it owns beneficially an additional 177,400 shares of common stock of The Eastern Company. All of these shares have been purchased by MMI Investments, L.L.C. within the last two years. See Exhibit D for the dates and number of shares purchased by MMI Investments, L.L.C. during such period. MMI Investments, L.L.C. has retained D. F. King & Co., Inc. ("D.F. King") for solicitation and advisory services in connection with the solicitation of proxies at an estimated fee of $30,000, together with reimbursement for its reasonable out-of-pocket expenses. MMI Investments, L.L.C. has also agreed to indemnify D.F. King against certain liabilities and expenses, including liabilities and expenses under the federal securities laws. D.F. King will solicit by mail, telephone and in person, proxies for the Annual Meeting from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated the D.F. King will employ approximately fifty (50) persons to solicit stockholders for the Annual Meeting. The address of D. F. King is 77 Water Street, New York, New York, 10005. MMI Investments, L.L.C. or Millbrook Capital Management Inc., the manager of MMI Investments, L.L.C., will pay all costs associated with the solicitation of proxies on behalf of MMI Investments, L.L.C. The participants in the solicitation with respect to the slate of directors nominated hereby, who are collectively referred to as the "Participants", are the following: 1. John S. Dyson Age: 53 Business Address: RR 1, Box 167D, Wing Road, Millbrook, New York 12545 Residence Address: Maple Tor Farm, RR 1, Box 166A, Wing Road, Millbrook, New York 12545 Principal Occupation or Employment: Chairman and a director of Millbrook Capital Management Inc. Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: 178,400 Other information about nominee: See attached Exhibit A. Page 18 of 27 Pages 2. Clay B. Lifflander Age: 34 Business Address: RR I, Box 167D, Wing Road, Millbrook, New York 12545 Residence Address: 52 Meeting House Road, Pawling, New York 12564 Principal Occupation or Employment: President and a director of Millbrook Capital Management Inc. Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: None.2 Other information about nominee: See attached Exhibit B. 3. George M. Scherer Age: 42 Business Address: 37 Milford Street, Binghamton, New York 13902 Residence Address: 9 Pamela Drive, Binghamton, New York 13901 Principal Occupation or Employment: President and a director of B. W. Elliott Manufacturing Company Inc. Number of shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: None. Other information about nominee: See attached Exhibit C. - -------- 2 However, Mr. Lifflander serves as President and a director of Millbrook Capital Management Inc., the Manager of MMI Investments, L.L.C., which is the beneficial and record owner of shares of common stock of The Eastern Company. Mr. Lifflander is also a member of MMI Investments, L.L.C. On July 16, 1996, Mr. Lifflander revoked the proxy given to him by Mr. Dyson to vote the shares of capital stock of Millbrook Capital Management Inc. that Mr. Dyson owns. Page 19 of 27 Pages 4. MMI Investments, L.L.C., a Delaware limited liability company Business Address: RR 1, Box 167D, Wing Road, Millbrook, New York 12545 Principal Business: Investing in securities Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: 178,400. Associates: Millbrook Capital Management Inc. is the Manager of MMI Investments, L.L.C., and it beneficially owns the 178,400 shares of common stock of The Eastern Company owned by MMI Investments, L.L.C. 5. Millbrook Capital Management Inc., a New York corporation Business Address: RR 1, Box 167D, Wing Road, Millbrook, New York 12545 Principal Business: Managing investments in publicly traded securities and in private companies Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: 178,400 Names and Addresses of, and Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice by, Associates: John Dyson - Chairman, sole stockholder and a director of Millbrook Capital Management Inc., RR1, Box 167D, Wing Road, Millbrook, New York 12545. Mr. Dyson beneficially owns the 178,400 shares of common stock of The Eastern Company owned by MMI Investments, L.L.C. Clay Lifflander - President and a director of Millbrook Capital Management Inc., RR 1, Box 167D, Wing Road, Millbrook, New York, 12545. Mr. Lifflander beneficially owns no shares of The Eastern Company.(3) - -------- 3 However, Mr. Lifflander serves as President and a director of Millbrook Capital Management Inc., the Manager of MMI Investments, L.L.C., which is the beneficial and record owner of shares of common stock of The Eastern Company. Mr. Lifflander is also a member of MMI Investments, L.L.C. On July 16, 1996, Mr. Lifflander revoked the proxy given to him by Mr. Dyson to vote the shares of capital stock of Millbrook Capital Management Inc. that Mr. Dyson owns. Page 20 of 27 Pages Alan Rivera - Chief Financial Officer and a director of Millbrook Capital Management Inc., RR 1, Box 167D, Wing Road, Millbrook, New York, 12545. Mr. Rivera beneficially owns no shares of The Eastern Company. David Bova - Vice President and a director of Millbrook Capital Management Inc., RR 1, Box 167D, Wing Road, Millbrook, New York, 12545. Mr. Bova beneficially owns no shares of The Eastern Company. 6. Ernst Ohnell Business Address: 2 Greenwich Plaza, Suite 100, Greenwich, Connecticut, 06830 Residence Address: 75 Khakum Wood Road, Greenwich, Connecticut, 06831 Principal Occupation: Chief Executive Officer of Ohnell Capital Corporation, which is in the business of merchant banking. Number of Shares of Common Stock of The Eastern Company beneficially owned as of the date of this notice: 89,800, which includes 52,050 shares held directly by Mr. Ohnell, as well as 9,300 shares owned by the Ohnell Family Foundation of which Mr. Ohnell is trustee and 25,450 shares and 3,000 shares owned by his emancipated adult children and his wife, respectively, with respect to which Mr. Ohnell holds an irrevocable proxy. Messrs. Dyson, Lifflander and Ohnell, individually, and MMI Investments, L.L.C., Millbrook Capital Management Inc. and B. W. Elliott Manufacturing Company have executed agreements with respect to the joint filing of Schedules 13D and amendments thereto which have been filed with the Securities and Exchange Commission with respect to the investment of certain Participants in common stock of The Eastern Company. In addition, on July 16, 1996, Millbrook Capital Management Inc. and Mr. Ohnell executed a letter agreement in which they agreed to cooperate with respect to a proposed offer by MMI Investments, L.L.C. to acquire The Eastern Company, they agreed to indemnify each other for certain liabilities arising from certain actions or statements made in connection with the proposed offer, Mr. Ohnell agreed not to acquire, sell or grant a proxy with respect to shares of common stock in The Eastern Company without notifying Millbrook Capital Management Inc., Mr. Ohnell agreed to vote the shares of common stock of The Eastern Company that he controls for a proposed merger by Millbrook Capital Management Inc., Millbrook Capital Management Inc. agreed to permit Mr. Ohnell to participate in the proposed acquisition of The Eastern Company and Mr. Ohnell is permitted to agree to be a director of the entity that was to acquire The Eastern Company. Other than as stated above, there are no further understandings between the Participants or any associates of the Participants regarding future employment or transactions with The Eastern Company and its affiliates. Page 21 of 27 Pages Please advise the undersigned of any objections that you have regarding this notice or the nomination for the 1997 Annual Meeting of Shareholders of the slate of directors made hereby by February 14, 1997. Very truly yours, MMI INVESTMENTS, L.L.C. By: Millbrook Capital Management Inc., Manager By: /s/ Alan L. Rivera --------------------------------- Alan L. Rivera Chief Financial Officer Attachments Page 22 of 27 Pages EXHIBIT A Mr. Dyson is Chairman of Millbrook Capital Management Inc., the Manager of MMI Investments, L.L.C., and its predecessors since 1981. He is also a director of Millbrook Capital Management Inc. From 1994 to 1996, Mr. Dyson served as Deputy Mayor for Finance and Economic Development for the City of New York and currently serves as Chairman of the Mayor's Council of Economic Advisors. Mr. Dyson was Vice Chairman of Dyson-Kissner-Moran Corporation, a family owned investment company, where he worked from 1970 to 1975 at which time he was appointed to the position of Commissioner of the New York State Department of Agriculture. From 1976 to 1979 he served as Commissioner of the New York State Department of Commerce. From 1979 to 1985, Mr. Dyson was Chairman of the New York State Power Authority. Mr. Dyson serves as a Trustee of Cornell University, Morgan Library, Middlesex School and Historic Hudson Valley. Page 23 of 27 Pages EXHIBIT B From October 1995 to present, Mr. Lifflander has been President and a director of Millbrook Capital Management Inc., the Manager of MMI Investments, L.L.C. From March 1994 to September 1995, Mr. Lifflander was President of the New York City Economic Development Corporation. Previously, Mr. Lifflander was a Managing Director in the Mergers and Acquisitions Group at Smith Barney Inc., where he worked from 1984 to 1994. Page 24 of 27 Pages EXHIBIT C From 1982 to present, Mr. Scherer has been President and a director of B. W. Elliott Manufacturing Company, Inc., a corporation engaged primarily in the business of designing and manufacturing flexible shaft products for the industrial, aerospace and commercial markets, and in which Mr. Dyson indirectly holds a major investment. From 1993 to present, Mr. Scherer has been a Director of the Binghamton Mets Baseball Club. Page 25 of 27 Pages EXHIBIT D Schedule of Transactions Purchases of Common Stock of The Eastern Company by MMI Investments, L.L.C. DATE SHARES PRICE PER SHARE ---- ------ --------------- 02/05/96 17,300 $12.25 02/09/96 7,000 12.50 02/12/96 700 12.50 02/14/96 14,200 12.19 02/20/96 4,400 12.00 02/27/96 400 12.00 02/29/96 3,000 12.00 03/04/96 2,000 11.88 03/05/96 10,500 12.00 03/05/96 1,000 11.88 03/07/96 2,000 12.00 03/07/96 3,600 12.13 03/11/96 200 12.00 03/13/96 44,600 12.25 03/22/96 800 11.95 03/25/96 600 12.00 03/26/96 300 12.00 03/27/96 600 12.00 03/28/96 700 12.00 03/29/96 1,000 12.00 04/02/96 1,100 11.88 04/04/96 9,900 12.00 04/09/96 4,100 11.88 04/10/96 1,900 11.75 04/29/96 10,400 11.50 04/30/96 500 11.63 05/01/96 500 11.88 05/02/96 6,100 11.88 05/03/96 6,000 12.39 05/06/96 7,500 12.48 07/08/96 500 11.75 07/16/96 1,000 11.75 07/18/96 10,000 13.88 08/15/96 2,000 13.31 08/18/96 1,000 12.75 09/10/96 1,000 13.38 In connection with the above-referenced transactions, MMI Investments, L.L.C. used approximately $1.4 million of margin loans to finance these purchases. These margin loans were with brokers under customary terms and conditions. Page 26 of 27 Pages EX-15 3 PRESS RELEASE Exhibit 15 MILLBROOK CAPITAL MANAGEMENT SUBMITS DIRECTOR NOMINATIONS TO THE EASTERN COMPANY Millbrook, NY -- February 6, 1997 -- Millbrook Capital Management Inc. ("MCM") announced today that its affiliate, MMI Investments L.L.C. has formally submitted to The Eastern Company (AMEX:EML) a slate of three nominees for election to the Board of Directors of Eastern at its 1997 Annual Meeting of Shareholders. Eastern has established February 28th as the record date for the meeting which is expected to be held in April. MCM has retained D.F. King & Co., Inc. to assist it with its efforts. MCM expects to file proxy material with respect to the elections of the nominees with the Securities and Exchange Commission in due course. MCM, the beneficial owner of approximately 6.61% of Eastern's Common Stock, intends to replace Eastern's incumbent nominees with three new directors committed to enhancing value for all Eastern shareholders. The MCM slate consists of MCM's Chairman, John S. Dyson, its President, Clay B. Lifflander, and George M. Scherer, President of B.W. Elliott Manufacturing Company. MCM, based in Millbrook, NY, is an investment firm owned by John S. Dyson. MCM specializes in the acquisition and management of middle market companies. Until recently, Mr. Dyson served as Deputy Mayor for Finance and Economic Development of New York City. Ernst Ohnell, a participant in MCM's solicitation with respect to the MCM slate, is the founder and CEO of Ohnell Capital Corporation, which is in the merchant banking business. For more information contact: Investor Contact: Media Contact: John Nesbett Andy Lavin Lippert/Heilshorn & Associates A. Lavin Communications 212-838-3777 212-354-2266 Page 27 of 27 Pages -----END PRIVACY-ENHANCED MESSAGE-----