-----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, ImQB43tdKWEsD2HLSg2tGG/iggIskjclH1+8Snjj1leqQ9B2Bk//rrj0/SCuw9sx +35Eh+9DB3H9z8yJxFZiyg== 0000950162-97-000228.txt : 19970313 0000950162-97-000228.hdr.sgml : 19970313 ACCESSION NUMBER: 0000950162-97-000228 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970312 SROS: AMEX 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00599 FILM NUMBER: 97555084 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: DFAN14A BUSINESS ADDRESS: STREET 1: RR1 BOX 167D STREET 2: WING ROAD CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 9146678383 MAIL ADDRESS: STREET 1: RR1 BOX 167D WING ROAD CITY: WILLBROOK STATE: NY ZIP: 12545 DFAN14A 1 ADDITIONAL PROXY SOLICITING MATERALS DEFINITIVE 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 |X| 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 ss. 240.14a-11(c) or ss. 240.14a-12 THE EASTERN COMPANY (Name of Registrant as Specified in Its Charter) MMI INVESTMENTS, L.L.C. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: |_| Fee paid previously 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: MILLBROOK CAPITAL MANAGEMENT QUESTIONS EASTERN COMPANY'S PROXY STATEMENT March 5, 1997 -- MILLBROOK, N.Y. -- Millbrook Capital Management Inc. ("MCM") today announced that it has forwarded the following letter to the Eastern Company (AMEX: EML): February 28, 1997 Mr. Stedman G. Sweet Chief Executive Officer The Eastern Company 112 Bridge Street Naugatuck, CT 06770 Dear Mr. Sweet: We have read with interest The Eastern Company's Proxy Statement for the upcoming annual meeting. We are very concerned by several points: 1. Why has the annual meeting date been accelerated from historical practice by one month? 2. In light of the company's dismal year, what was the basis for your receiving a $5,000 salary increase and a 26% increase in your bonus. 3. Why are the directors seeking to reward themselves with company stock when they have unanimously indicated that the share price is too low? Furthermore, given the company's poor performance for 1996, why should the shareholders reward the Board at all -- cash or stock? 4. Why has the Board failed to explain its recommendation against the stockholder proposal calling for the maximization of shareholder value with the guidance of an investment banker? We believe that our fellow shareholders should share our concerns. We look forward to your response to these points. Sincerely, Clay B. Lifflander President -2- MCM, based in Millbrook, NY, is an investment firm owned by John S. Dyson. MCM is also the manager of MMI Investments, L.L.C. that beneficially owns 178,400 shares, or 6.61%, of the common stock of The Eastern Company. 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. CONTACT: John Nesbett Andy Lavin Lippert/Heilshorn & Associates A. Lavin Communications 212-838-3777 212-354-2266 -----END PRIVACY-ENHANCED MESSAGE-----