-----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, GK8ih9dBkQ+LjWDryD4pCP1eF8FAIpVq5GLJslr/LCh285IyDUBE06G5NOgC9nnC 9QIpIwvO4vQX5c4roZFRnA== 0000950162-97-000911.txt : 19971125 0000950162-97-000911.hdr.sgml : 19971125 ACCESSION NUMBER: 0000950162-97-000911 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971124 SROS: AMEX GROUP MEMBERS: B.W. ELLIOT MANUFACTURING CO. AMENDMENT NO. 7 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: SEC FILE NUMBER: 005-15810 FILM NUMBER: 97727275 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 MAIL ADDRESS: STREET 1: RR1 BOX 167D WING ROAD CITY: WILLBROOK STATE: NY ZIP: 12545 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) 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., RRI, Box 167D, Wing Road, Millbrook, NY 12545 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 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). - ------------------------------------------------------------------------------- CUSIP No. 276317 10 4 Page 2 of 16 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 APPROPRIATE 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 NUMBER OF 178,400 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 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) 6.88% - ------------------------------------------------------------------------------- 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 16 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 APPROPRIATE 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 NUMBER OF 178,400 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 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) 6.88% - ------------------------------------------------------------------------------- 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 16 Pages ----------- --- --- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John S. Dyson SSN ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE 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 NUMBER OF 178,400 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 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) 6.88% - ------------------------------------------------------------------------------- 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 16 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 APPROPRIATE 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 NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 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; and 4. 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 Milllbrook Principals is in their respective capacities with Millbrook listed above. Page 6 of 16 Pages Elliot's principal business is the manufacturing of flexible shaft and valve control products for industrial users. The principal business address for Elliott is 11 Beckwith Street, Binghamton, New York 13904-1687. The officer of Elliott is George M. Scherer, Chief Executive Officer. Mr. Scherer's business address is 37 Beckwith Street, Binghamton, New York 13904-1687 and he is a United States citizen. In addition, Messrs. Dyson, 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 3. Source and Amount of Funds or Other Consideration Item 3 of Schedule 13D is hereby amended in its entirety to read as follows: The aggregate cost of the Shares beneficially owned by the Millbrook Reporting Persons was approximately $2,195,432, including brokerage commissions. All of these Shares were acquired by MMI using its working capital and general margin financing to MMI from a broker or brokers pursuant to standard margin agreements. Margin loans used to acquire Shares by MMI have been repaid using MMI's working capital. The source of funds to be used in acquiring the shares pursuant to the Merger Proposal (as defined in Item 4) will be from working capital of Elliott and from bank financing. The amount of funds to be used by Elliott in acquiring the Shares will be approximatley $40.5 million, plus retirement of Eastern debt and expenses. 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 Page 7 of 16 Pages 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. 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. Ernst 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 spe- Page 8 of 16 Pages cial 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 intended 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 were to arise due to their term expirations at the annual meeting of the Company's shareholders on March 26, 1997. 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. On March 26, 1997, the incumbent directors were re-elected at the annual meeting of the Company's shareholders. MMI will continue to monitor the impact the Company's Board of Directors and management has on the Company's operations and share price. Item 5. Interest in Securities of the Issuer Item 5 of Schedule 13D is hereby amended in its entirety to read as follows: Page 9 of 16 Pages (a) As of November 24, 1997, MMI directly and beneficially owns (as defined by Rule 13d-3 under the Act) 178,400 Shares, or 6.88% of the 2,594,207 Shares outstanding as of September 30, 1997 as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1997. 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. (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. (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. (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. (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 (the "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 Page 10 of 16 Pages 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 November 20, 1997, Millbrook notified Mr. Ohnell that it was terminating the Letter Agreement in its entirety effective immediately. Such letter is Exhibit 16 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 November 21, 1997. Page 15 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 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. ***** Page 11 of 16 Page Exhibit 15 Press Release dated February 6, 1997. ***** Exhibit 16 Letter from Millbrook to Mr. Ohnell dated November 20, 1997. Page 16 Page 12 of 16 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 Dated: November 24, 1997 Page 13 of 16 Pages EXHIBIT INDEX Exhibit 1 Schedule of Transactions. *** Exhibit 2 Amended Joint Filing Agreement dated November 21, 1997. Page 15 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 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. ***** Exhibit 16 Letter from Millbrook to Mr. Ohnell dated November 20, 1997. Page 16 - ---------- * 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. **** Filed as an exhibit with Amendment No. 4 to Schedule 13D dated November 20, 1996. ***** Filed as an exhibit with Amendment No. 5 to Schedule 13D dated February 5, 1997. Page 14 of 16 Pages EX-2 2 AMENDED JOINT FILING AGREEMENT Exhibit 2 AMENDED JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 7 to the Statement on Schedule 13D dated November 24, 1997 (including amendments thereto) with respect to the Common Stock of The Eastern Company. This Amended Joint Filing Agreement shall be filed as an Exhibit to such amended Statement. MMI INVESTMENTS, L.L.C. By: /s/ Clay B. Lifflander Clay B. Lifflander as President of Millbrook Capital Management Inc., and 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 Dated: November 21, 1997 EX-16 3 LETTER FROM MILLBROOK Exhibit 16 [Millbrook Capital Management Inc. Letterhead] November 20, 1997 Mr. Ernst Ohnell Khakum Wood Road Greenwich, CT 06831 Dear Nick: The purpose of this letter is to notify you that (i) the letter agreement dated July 16, 1996 between you and Millbrook Capital Management Inc. ("MCM") and (ii) the amended joint filing agreement dated July 16, 1996 among MMI Investments, L.L.C., MCM, B.W. Elliott Manufacturing Co. and you are terminated effective immediately. As you know, our joint efforts have started to have modest results in the financial performance of the Company. Rest assured that we will continue to monitor the impact the Company's board of directors and management have on the Company's operations and share price. The aforementioned agreements are terminated in their entirety. Sincerely, /s/ Clay B. Lifflander Clay B. Lifflander President -----END PRIVACY-ENHANCED MESSAGE-----