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
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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)
November 20, 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>
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CUSIP No. 276317 10 4 Page 2 of 16 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)
6.88%
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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 16 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 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)
6.88%
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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 16 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)
6.88%
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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 16 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 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<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
<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
Dated: November 24, 1997
Page 13 of 16 Pages
<PAGE>
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
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
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
