UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Eastern Company
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
276317 10 4
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(CUSIP Number)
Clay Lifflander
MMI Investments, L.L.C., RR1, Box 167D, Wing Road, Millbrook, NY 12545
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 29, 1996
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(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 |X|. (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 11 Pages
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SCHEDULE 13D
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CUSIP No. 276317 10 4 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MMI Investments, L.L.C.
TIN 14-1790769
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
162,900
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
162,900
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
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14 TYPE OF REPORTING PERSON*
OO
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*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.
Page 2 of 11 Pages
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CUSIP No. 276317 10 4 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millbrook Capital Management Inc.
TIN 13-3540644
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
162,900
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
162,900
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
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14 TYPE OF REPORTING PERSON*
CO
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*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.
Page 3 of 11 Pages
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CUSIP No. 276317 10 4 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clay B. Lifflander
SSN ###-##-####
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
162,900
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
162,900
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
Page 4 of 11 Pages
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SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, no par value per
share (the "Shares"), of The Eastern Company, a Connecticut corporation (the
"Company"), the principal executive offices of which are located at 112 Bridge
Street, Naugatuck, Connecticut 06770.
Item 2. Identity and Background
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"); and
3. Clay B. Lifflander, a Director and President of Millbrook.
The principal business address for each of the 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 Clay B. Lifflander, President;
Jeffrey C. Gerstel, Chief Financial Officer; and David H. Bova, Vice President
(Messrs. Lifflander, Gerstel 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. John
S. Dyson, the sole stockholder of Millbrook, has executed an irrevocable proxy
giving Mr. Lifflander the power to vote the shares of capital stock of Millbrook
that he 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.
During the last five years, none of the Reporting Persons or Millbrook
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 or Millbrook
Principals has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
Page 5 of 11 Pages
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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
The aggregate cost of the Shares beneficially owned by the Reporting
Persons was approximately $1,985,307, 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. The positions held in margin accounts are pledged as collateral
security for the repayment of debit balances in such accounts.
Item 4. Purpose of Transaction
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 intends to seek to maximize the
value of its investment by working with Company management to effectuate value
enhancement strategies for all stockholders. Such strategies may include, but
are not limited to, strategic acquisitions, divestiture of underperforming
assets, new product development, board representation, dividend policy
adjustment, leveraged recapitalization, sale of the Company, and/or a management
buyout. MMI intends to review its investment in the Company on a continuing
basis and, depending upon any discussions with management of the Company, the
price and availability of the Shares, subsequent developments affecting the
Company, the Company's business and prospects, other investment and business
opportunities available to MMI, general stock market and economic conditions,
tax considerations and other factors considered relevant, may decide at any time
to increase, or to decrease, the size of its or its affiliates' investments in
the Company through open market or privately negotiated transactions.
Other than as set forth above, the Reporting Persons have no present
plans or proposals which relate to or would result in:
a. The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
c. A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
d. Any change in the present board of directors or management
of the issuer, including any plans or proposals to change
the number of term of directors or to fill any existing
vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the issuer;
Page 6 of 11 Pages
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f. Any other material change in the issuer's business or
corporate structure including but not limited to, if the
issuer if a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
h. Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
i. A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
j. Any action similar to any of those enumerated above.
The Reporting Persons reserve the right, either individually or together with
each other or with one or more other stockholders of the Company, to determine
in the future to take or cause to be taken one or more of the above-mentioned
actions.
Item 5. Interest in Securities of the Issuer
(a) As of May 8, 1996, MMI directly and beneficially owns (as defined
by Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"))
162,900 Shares, or 6.04% of the 2,696,284 Shares outstanding as of February 24,
1996 as reported by the Company in its Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
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. Lifflander, President, a Director
and holder of a proxy giving him power to vote the capital stock 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 162,900 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 President, a Director and as holder of a proxy giving him power
to vote the capital stock of Millbrook, Mr. Lifflander has the sole power to
direct Millbrook on the voting or disposition of Shares held by MMI; thus, Mr.
Lifflander also has sole voting and dispositive power over such Shares.
(c) The 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
Page 7 of 11 Pages
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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, the Shares held by
MMI.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except as otherwise set forth 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 Joint Filing Agreement dated May 8, 1996.
Page 8 of 11 Pages
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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
/s/ Clay B. Lifflander
------------------------------------
Clay B. Lifflander
Individually
Dated: May 8, 1996
Page 9 of 11 Pages
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Exhibit 1
Schedule of Transactions
Purchases of Common Stock of The Eastern Company
by MMI Investments, L.L.C.
Price
Date Shares Per Share
2/5/96 17,300 $12.25
2/9/96 7,000 12.50
2/12/96 700 12.50
2/14/96 14,200 12.19
2/20/96 4,400 12.00
2/27/96 400 12.00
2/29/96 3,000 12.00
3/4/96 2,000 11.88
3/5/96 10,500 12.00
3/5/96 1,000 11.88
3/7/96 2,000 12.00
3/7/96 3,600 12.13
3/11/96 200 12.00
3/13/96 44,600 12.25
3/22/96 800 11.95
3/25/96 600 12.00
3/26/96 300 12.00
3/27/96 600 12.00
3/28/96 700 12.00
3/29/96 1,000 12.00
4/2/96 1,100 11.88
4/4/96 9,900 12.00
4/9/96 4,100 11.88
4/10/96 1,900 11.75
4/29/96 10,400 11.50
4/30/96 500 11.63
5/1/96 500 11.88
5/2/96 6,100 11.88
5/3/96 6,000 12.39
5/6/96 7,500 12.48
Page 10 of 11 Pages
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Exhibit 2
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 a Statement on Schedule 13D dated May 8, 1996
(including amendments thereto) with respect to the Common Stock of The Eastern
Company. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
MMI INVESTMENTS, L.L.C.
By: /s/ Clay B. Lifflander
------------------------------------
Clay B. Lifflander
as President of Millbrook
Capital Management Inc.,
Manger of MMI Investments, L.L.C.
MILLBROOK CAPITAL MANAGEMENT INC.
By: /s/ Clay B. Lifflander
------------------------------------
Clay B. Lifflander
President
/s/ Clay B. Lifflander
------------------------------------
Clay B. Lifflander
Individually
Dated: May 8, 1996
Page 11 of 11 Pages
