UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 8)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
The Eastern Company
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
276317104
(CUSIP Number)
James A. Mitarotonda
Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
(212) 974-5700
Eric W. Kaup
Hilco Inc.
5 Revere Drive, Suite 206
Northbrook, IL 60062
(847) 274-8846
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 19, 2017
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: ¨.
(Continued on following pages)
(Page 1 of 13 Pages)
SCHEDULE 13D
| CUSIP No. 276317104 | Page 2 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| Barington Companies Equity Partners, L.P. | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS WC | |
| 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 | 575,703 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 575,703 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 575,703 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.20% | ||
| 14) | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
| CUSIP No. 276317104 | Page 3 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| Barington Companies Investors, LLC | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS 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 | 575,703 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 575,703 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 575,703 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.20% | ||
| 14) | TYPE OF REPORTING PERSON | |
| OO | ||
SCHEDULE 13D
| CUSIP No. 276317104 | Page 4 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| Barington Capital Group, L.P. | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS 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 | 575,703 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 575,703 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 575,703 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.20% | ||
| 14) | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
| CUSIP No. 276317104 | Page 5 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| LNA Capital Corp. | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS 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 | 575,703 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 575,703 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 575,703 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.20% | ||
| 14) | TYPE OF REPORTING PERSON | |
| CO | ||
SCHEDULE 13D
| CUSIP No. 276317104 | Page 6 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| James A. Mitarotonda | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS 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 | |
| United States | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 578,985 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 578,985 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 578,985 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.25% | ||
| 14) | TYPE OF REPORTING PERSON | |
| IN | ||
SCHEDULE 13D
| CUSIP No. 276317104 | Page 7 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| Hilco Inc. | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS WC | |
| 5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Illinois | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 54,020 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 54,020 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 54,020 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.86% | ||
| 14) | TYPE OF REPORTING PERSON | |
| CO | ||
SCHEDULE 13D
| CUSIP No. 276317104 | Page 8 of 14 Pages |
| 1) | NAME OF REPORTING PERSON | |
| Jeffery B. Hecktman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x |
| (b) ¨ | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS 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 | |
| United States | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 54,020 | |
| SHARES | ||
| BENEFICIALLY | 8) | SHARED VOTING POWER |
| OWNED BY | none | |
| EACH | ||
| REPORTING | 9) | SOLE DISPOSITIVE POWER |
| PERSON | 54,020 | |
| WITH | ||
| 10) | SHARED DISPOSITIVE POWER | |
| none | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 54,020 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.86% | ||
| 14) | TYPE OF REPORTING PERSON | |
| IN | ||
Page 9 of 14 Pages
This Amendment No. 8 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2014, as amended by that certain Amendment No. 1 filed on February 6, 2015, Amendment No. 2 filed on February 23, 2015, Amendment No. 3 filed on March 9, 2015, Amendment No. 4 filed on March 27, 2015, Amendment No. 5 filed on April 13, 2015, Amendment No. 6 filed on August 5, 2015 and Amendment No. 7 filed on September 14, 2015 (collectively, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value (the “Common Stock”), of The Eastern Company, a Connecticut corporation (the “Company” or “Eastern”). The principal executive offices of the Company are located at 112 Bridge Street, Naugatuck, Connecticut 06770.
| Item 2. | Identity and Background. |
The second paragraph of Item 2(a)-(c) of the Statement is hereby amended and restated as follows:
As of the close of business on May 22, 2017, the Reporting Entities are the beneficial owners of, in the aggregate, 633,005 shares of Common Stock, representing approximately 10.11% of the 6,258,233 shares of Common Stock reported by the Company to be issued and outstanding as of May 3, 2017 in its Form 10-Q filed with the Securities and Exchange Commission on May 5, 2017 (the “Issued and Outstanding Shares”).
| Item 3. | Source and Amount of Funds or Other Consideration. |
The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:
Since the filing of the Statement, the Reporting Entities purchased an aggregate of 82,420 shares of Common Stock through open market transactions and one private transaction. The amount of funds expended for purchases of Common Stock was approximately $1,849,099.76 by Barington Companies Equity Partners, L.P. All transactions effected since the filing of the Statement are described in the Schedule attached hereto and incorporated herein by reference. All such purchases were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and 5(c) of the Statement are hereby amended and restated as follows:
(a) As of the close of business on May 22, 2017, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 575,703 shares of Common Stock, representing approximately 9.20% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein. Mr. Mitartonda is also individually the beneficial owner of 3,282 shares of Common Stock granted to him under The Eastern Company’s Directors Fee Program, which, together with the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., represents approximately 9.25% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 575,703 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 3,282 shares of Common Stock granted to him under The Eastern Company’s Directors Fee Program.
Page 10 of 14 Pages
As of the close of business on May 22, 2017, Hilco Inc. beneficially owns an aggregate of 54,020 shares of Common Stock, representing approximately 0.86% of the Issued and Outstanding Shares. As the Chairman and Chief Executive Officer, majority stockholder and sole director of Hilco Inc., Jeffery B. Hecktman may be deemed to beneficially own the 54,020 shares of Common Stock beneficially owned by Hilco Inc. Mr. Hecktman has sole voting and dispositive power with respect to the 54,020 shares of Common Stock beneficially owned by Hilco Inc. Mr. Hecktman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each Reporting Entity is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.
(c) Information concerning all transactions in shares of Common Stock effected since the filing of the Statement by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, Hilco Inc. and Jeffery B. Hecktman is set forth in the Schedule attached hereto and incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. |
The information contained in Item 6 of the Statement is hereby amended and supplemented as follows:
On May 5, 2017, Barington Companies Equity Partners, L.P. entered into a letter agreement with the Dino C. Casali Revocable Trust (the “Casali Trust”) in connection with the contemplated purchase of shares of Common Stock of the Company at a price of $25.90 per share pursuant to a private transaction. A copy of such agreement is attached hereto as Exhibit 99.9. Ultimately, 50,098 shares of Common Stock were purchased from the Casali Trust at such price on May 19, 2017.
Page 11 of 14 Pages
| Item 7. | Material to be Filed as Exhibits. |
Items 7 of the Statement is hereby amended and supplemented as follows:
| Exhibit | Exhibit Description | |
| 99.9 | Letter agreement between Barington Companies Equity Partners, L.P. and the Dino C. Casali Revocable Trust dated May 5, 2017. |
Page 12 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: May 23, 2017
| BARINGTON COMPANIES EQUITY PARTNERS, L.P. | ||
| By: | Barington Companies Investors, LLC, its general partner | |
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Managing Member | ||
| BARINGTON COMPANIES INVESTORS, LLC | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: Managing Member | ||
| BARINGTON CAPITAL GROUP, L.P. | ||
| By: | LNA Capital Corp., its general partner | |
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: President and CEO | ||
| LNA CAPITAL CORP. | ||
| By: | /s/ James A. Mitarotonda | |
| Name: James A. Mitarotonda | ||
| Title: President and CEO | ||
| /s/ James A. Mitarotonda | ||
| James A. Mitarotonda | ||
Page 13 of 14 Pages
| HILCO INC. | ||
| By: | /s/ Eric W. Kaup | |
| Name: Eric W. Kaup | ||
| Title: Secretary | ||
| /s/ Jeffery B. Hecktman | ||
| Jeffery B. Hecktman | ||
Page 14 of 14 Pages
SCHEDULE
This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker, other than the purchase of Common Stock on May 19, 2017 by Barington Companies Equity Partners, L.P., which was a private transaction executed through a broker.
Shares purchased by Barington Companies Equity Partners, L.P.:
| Date | Number of Shares | Price Per Share | Cost (*) | |||||||||
| 09/29/15 | 1,019 | $ | 16.0000 | $ | 16,304.00 | |||||||
| 10/06/15 | 700 | $ | 15.9500 | $ | 11,165.00 | |||||||
| 12/14/15 | 1,352 | $ | 16.8826 | $ | 22,825.28 | |||||||
| 12/28/15 | 400 | $ | 17.9500 | $ | 7,180.00 | |||||||
| 01/11/16 | 4,299 | $ | 17.6037 | $ | 75,678.31 | |||||||
| 01/15/16 | 2,500 | $ | 16.7786 | $ | 41,946.50 | |||||||
| 06/28/16 | 5,000 | $ | 16.2742 | $ | 81,371.00 | |||||||
| 06/29/16 | 5,000 | $ | 16.6159 | $ | 83,079.50 | |||||||
| 05/19/17 | 50,098 | $ | 25.9000 | $ | 1,297,538.20 | |||||||
Shares acquired by James A. Mitarotonda under The Eastern Company Directors Fee Program:
| Date | Number of Shares | Price Per Share | Cost (**) | |||||||||
| 09/29/15 | 458 | $ | 16.3900 | $ | 7,506.62 | |||||||
| 12/22/15 | 440 | $ | 17.0500 | $ | 7,502.00 | |||||||
| 04/01/16 | 619 | $ | 16.0000 | $ | 9,904.00 | |||||||
| 06/27/16 | 462 | $ | 16.2000 | $ | 7,484.40 | |||||||
| 09/26/16 | 385 | $ | 19.5300 | $ | 7,519.05 | |||||||
| 12/20/16 | 362 | $ | 20.7000 | $ | 7,493.40 | |||||||
| 03/24/17 | 427 | $ | 19.4500 | $ | 8,305.15 | |||||||
Shares purchased by Hilco Inc.:
| Date | Number of Shares | Price Per Share | Cost (*) | |||||||||
| 01/07/16 | 2,100 | $ | 18.4155 | $ | 38,672.55 | |||||||
| 01/11/16 | 4,299 | $ | 17.6037 | $ | 75,678.31 | |||||||
| 01/15/16 | 2,500 | $ | 16.7786 | $ | 41,946.50 | |||||||
(*) Excludes commissions and other execution-related costs.
(**) Mr. Mitarotonda acquired these shares under The Eastern Company’s Directors Fee Program, which permits directors to elect to be paid their annual board fee in shares of Common Stock of the Company rather than in cash.
Exhibit 99.9
May 5, 2017
Re: The Eastern Company (the “Company”)
Ladies and Gentlemen:
In connection with the purchase by Barington Companies Equity Partners, L.P. (“Buyer”) from Dino C. Casali Revocable Trust u/a 32803, Litchfield CT 06759 (“Seller”) of an aggregate of 52,598 shares of the Company’s common stock (the “Shares”) at a price of $25.90 per share and in order to induce Buyer and Seller to consummate such transaction, Seller and Buyer have agreed to execute and deliver this letter to the other party hereto.
By so countersigning this letter, Seller and Buyer each (a) acknowledge that it has been informed that the other party hereto or its agents may currently possess, and later may come into possession of, material non-public information not known to Seller or Buyer, as applicable, and that may be material to a decision by Seller to sell the Shares and by Buyer to purchase the Shares, and it has determined to sell the Shares or purchase the Shares, as applicable, notwithstanding its lack of knowledge of such information; (b) agree that the Buyer and Seller, as applicable, shall not have any liability whatsoever to the other party hereto with respect to the nondisclosure of such information in connection with the sale of the Shares by Seller and the purchase of the Shares by Buyer; (c) irrevocably waives and releases all claims which it might otherwise have with respect to the nondisclosure of such information in connection with the sale of the Shares by Seller and the purchase of the Shares by Buyer, whether before or after the date hereof; (d) represents that it is an accredited investor, and (e) represents that it is a sophisticated buyer or seller, as applicable, with respect to the purchase and sale of securities such as the Shares, and has adequate information concerning the Shares, and the business and financial condition of the Company and its affiliates, to make an informed decision regarding the purchase or sale of the Shares, as applicable, and has independently and without reliance upon the other party hereto, and based upon such information as it has deemed appropriate, made its own analysis and decision to sell the Shares to the Buyer or purchase the Shares from Seller, as applicable.
Sincerely yours,
Barington Companies Equity Partners, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ James A. Mitarotonda
James A. Mitarotonda
Managing Member
Acknowledged and Agreed to:
/s/ James Gajewski
Name: James Gajewski, Trustee
Dino C. Casali Revocable Trust u/a 32803