UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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., RRI, Box 167D, Wing Road, Millbrook, NY 12545
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 30, 1997
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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 / /. (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
<PAGE>
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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 APPROPRIATE 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
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
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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)
6.45%
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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>
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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
MMI Capital Management Inc.
TIN 13-3540644
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2 CHECK THE APPROPRIATE 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
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
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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)
6.45%
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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>
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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
John S. Dyson
SSN ###-##-####
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2 CHECK THE APPROPRIATE 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
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
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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)
6.45%
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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>
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CUSIP No. 276317 10 4 Page 5 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ernst Ohnell
SSN ###-##-####
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2 CHECK THE APPROPRIATE 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*
PF
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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
NUMBER OF 89,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 89,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,800
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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)
3.25%
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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>
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CUSIP No. 276317 10 4 Page 6 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.W. Elliott Manufacturing Co.
TIN 15-0585760
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2 CHECK THE APPROPRIATE 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, BK, 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
New York
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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
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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)
0
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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>
SCHEDULE 13D
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.
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
Page 7 of 11 Pages
<PAGE>
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 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
Page 8 of 11 Pages
<PAGE>
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
Paragraph (a) of Item 5 of Schedule 13D is hereby amended in its entirety
to read as follows:
(a) As of May 30, 1997, MMI directly and beneficially owns (as defined
by Rule 13d-3 under the Act) 178,400 Shares, or 6.45% of the 2,764,164 Shares
outstanding as of March 29, 1997 as reported by the Company in its Quarterly
Report on Form 10-Q for the quarter ended March 29, 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.
Mr. Ohnell beneficially owns 89,800 Shares, or 3.25% 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.
Page 9 of 11 Pages
<PAGE>
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: May 30, 1997
Page 10 of 11 Pages
<PAGE>
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 from MMI to the Company, addressed to Mr. Whitmore,
the Secretary of the Company. *****
Exhibit 15 Press Release dated February 6, 1997. *****
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* 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 11 of 11 Pages
