EASTERN CO
10-Q, 1997-11-12
CUTLERY, HANDTOOLS & GENERAL HARDWARE
Previous: EARTH SCIENCES INC, 10QSB, 1997-11-12
Next: EASTMAN KODAK CO, SC 13D, 1997-11-12



 

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
     PERIOD ENDED September 27, 1997

OR

[   ]TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to .

Commission File Number 0-599


                           THE EASTERN COMPANY
            (Exact Name of Registrant as specified in its charter)


             Connecticut                                        06-0330020
(State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                           Identification No.)


112 Bridge Street, Naugatuck, Connecticut                        06770
- -----------------------------------------                        -----
(Address of principal executive offices)                       (Zip Code)


             (203) 729-2255
(Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter period that the  registrant  was
required  to file  such  reports), and (2) has  been  subject  to such  filing
requirements for the past 90 days.


                Yes     X                             No         

Indicate the number of shares outstanding of each of the  issuer's  classes of
common stock, as of the latest practicable date.


            Class                      Outstanding as of September 27, 1997
Common Stock, No par value                         2,594,207




                                     -1-
<PAGE>

                                    PART I

<TABLE>
<CAPTION>
                             FINANCIAL INFORMATION
                              THE EASTERN COMPANY
  ITEM I         CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
  ------
  ASSETS
                                                  September 27, 1997   December 28, 1996
                                                  ------------------   -----------------
  CURRENT ASSETS
<S>                                               <C>                  <C>        
     Cash and cash equivalents                         2,960,492           2,269,031
     Accounts receivable, less allowance:             10,148,169           7,018,961
     1997- $678,000;  1996- $567,000
     Inventories                                      11,874,468          10,897,827
     Prepaid expenses and other current assets         1,998,371           2,287,155
                                                      ----------          ----------
  Total Current Assets                                26,981,500          22,472,974
     
     Property, plant and equipment                    27,412,085          25,961,043
     Accumulated depreciation                        (14,000,314)        (12,074,420)
                                                      ----------          ----------
                                                      13,411,771          13,886,623
     
     Prepaid pension cost                              4,170,493           4,017,397
     Other assets, net                                 2,133,150           2,115,240
                                                      ----------          ----------
  TOTAL ASSETS                                       $46,696,914         $42,492,234
                                                      ==========          ==========

  LIABILITIES AND SHAREHOLDERS' EQUITY

  CURRENT LIABILITIES
                                                   
     Notes payable                                   $ 5,130,980         $ 3,630,980
     Accounts payable                                  3,318,346           2,396,582
     Accrued compensation and withholding              1,744,157             859,701
     Accrued expenses                                  2,350,410             823,560
                                                      ----------           ---------
  Total Current Liabilities                           12,543,893           7,710,823
 
 Deferred federal income taxes                         2,389,800           2,389,800
  Long-term debt                                          93,413             224,415
  Accrued postretirement benefits                      2,821,520           2,812,690
 
 SHAREHOLDERS' EQUITY

  Common Stock, no par value:
     Authorized shares - 25,000,000
     Issued and outstanding shares:                    6,136,122           8,272,614
       1997-2,594,207;  1996-2,716,214
     (Excluding shares in treasury:
       1997-798,978;  1996-610,987)
  Preferred Stock, no par value
     Authorized Shares - 2,000,000
     (No shares issued)
  Unearned compensation                                 (266,563)           (200,938)
  Retained earnings                                   22,978,729          21,282,830
                                                     -----------         -----------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $46,696,914         $42,492,234
                                                     ===========         ===========

</TABLE>

  See accompanying notes.
                                      -2-
<PAGE>
<TABLE>
<CAPTION>



                                                      THE EASTERN COMPANY

                                    CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


                                                       NINE MONTHS ENDED                   THREE MONTHS ENDED
<S>                                              <C>              <C>                  <C>               <C>
                                                 Sept. 27, 1997   Sept. 28, 1996       Sept. 27, 1997    Sept. 28, 1996
                                                 --------------   --------------       --------------    --------------
  Net sales                                       $ 49,517,523     $ 43,607,683         $ 16,663,855      $ 13,715,095

  Interest income                                      101,570           90,474               31,623            19,944
                                                    ----------       -----------          ----------        ----------
  Total                                             49,619,093       43,698,157           16,695,478        13,735,039

  Cost of products sold                             36,380,886       34,392,039           11,967,049        10,158,049
                                                    ----------       ----------           ----------        ----------

                                                    13,238,207        9,306,118            4,728,429         3,576,990

  Selling and administrative expenses                9,078,659        8,150,778            2,984,304         2,800,803

  Interest expense                                     215,877          116,021               81,782            42,355
                                                    ----------       ----------           ----------        ----------


  INCOME BEFORE INCOME TAXES                         3,943,671        1,039,319            1,662,343           733,832

  Income taxes                                       1,429,311          385,348              595,346           254,403
                                                    ----------       ----------           ----------        ----------

  NET INCOME                                      $  2,514,360      $   653,971          $ 1,066,997       $   479,429
                                                    ==========       ==========           ==========        ==========



  Net income per share                            $       0.93      $      0.24          $      0.40       $      0.18

  Cash dividends per share                        $      0.345      $     0.345          $     0.115       $     0.115

  Average shares outstanding                         2,707,281        2,697,559            2,707,281         2,697,559















  See accompanying notes.

                                                           -3-
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                              THE EASTERN COMPANY

            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                       NINE MONTHS ENDED
<S>                                                            <C>                 <C>
 
                                                               Sept. 27, 1997      Sept. 28, 1996
                                           
  OPERATING ACTIVITIES:
    Net income                                                   $ 2,514,360         $   653,971
    Adjustments to reconcile net income to net 
     cash provided by operating activities:
       Depreciation and amortization                               2,221,806           2,211,386
       Loss on sale of equipment and other assets                      2,335                 335
       Postretirement benefits other than pensions                     8,830               9,000
       Provision for losses on accounts receivable                   111,497              39,011
       Issuance of Common Stock for directors' fees                   43,956                   -
       Changes in operating assets and liabilities: 
         Accounts receivable                                      (3,267,776)           (499,271)
         Inventories                                                (996,706)            336,792
         Prepaid expenses                                            287,512             172,977
         Prepaid pension                                            (153,095)           (932,140)
         Accounts payabl                                           1,211,436            (351,919)
         Accrued expense                                           2,295,191             807,172
         Other assets                                               (300,219)           (376,106)
                                                                  ----------           ---------
                NET CASH PROVIDED BY OPERATING ACTIVITIES          3,979,127           2,071,208

  INVESTING ACTIVITIES:
       Purchases of property, plant, and equipment                (1,527,273)         (2,348,758)
       Proceeds from sale of equipment and other assets               46,283              13,600
                                                                  ----------           ---------
               NET CASH USED BY INVESTING ACTIVITIES              (1,480,990)         (2,335,158)

  FINANCING ACTIVITIES:
       Payment of short term debt                                   (500,000)                  -
       Proceeds from short term borrowing                          2,000,000           1,500,000
       Principal payments on long-term debt and notes payable       (125,777)           (109,439)
       Proceeds from sales of Common Stock                           594,153              28,125
       Purchases of Common Stock for the treasury                 (2,840,226)                  -
       Dividends paid                                               (930,986)           (930,911)
                                                                  ----------           ---------
               NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES   (1,802,836)            487,775

  Effect of exchange rate changes on cash                             (3,840)                853
                                                                  ----------           ---------

  NET INCREASE IN CASH AND CASH EQUIVALENTS                          691,461             224,678
  Cash and cash equivalents at beginning of year                   2,269,031           1,521,361
                                                                   ---------           ---------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $   2,960,492         $ 1,746,039
                                                                  ==========           =========



</TABLE>

  See accompanying notes.                                  -4-

<PAGE>
<TABLE>
<CAPTION>


                                        THE EASTERN COMPANY AND SUBSIDIARIES

                                    COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)



                                                   NINE MONTHS ENDED                     THREE MONTHS ENDED
<S>                                         <C>                 <C>                    <C>                 <C>                      

                                            Sept. 27, 1997      Sept. 28, 1996         Sept. 27, 1997      Sept. 28, 1996
                                            --------------      --------------         --------------      --------------
                                                                                                      
    Primary:
     Average shares outstanding                2,707,281           2,697,559              2,707,281          2,697,559
     Net effect of dilutive stock
        options -- based on the
        treasury stock method
        using average market price                34,704              33,996                 34,704             33,996
                                              ----------          ----------             ----------         ----------
     Total                                     2,741,985           2,731,555              2,741,985          2,731,555
                                              ==========          ==========             ==========         ==========

     Net income                              $ 2,514,360         $   653,971            $ 1,066,997        $   479,429
                                              ==========          ==========             ==========         ==========

     Net income per share                       $0.92               $0.24                  $0.39              $0.18
                                                =====               =====                  =====              =====


  Fully diluted:
     Average shares outstanding                2,707,281           2,697,559              2,707,281          2,697,559
     Neteffect of dilutive  stock 
     options -- based on the 
     treasury  stock method
     using quarter-end market
     price, if higher than average 
     market price
                                                  43,885              40,763                 43,885             40,763
                                              ----------          ----------             ----------         ----------
   Total                                       2,751,166           2,738,322              2,751,166          2,738,322
                                              ==========          ==========             ==========         ==========


     Net income                              $ 2,514,360         $   653,971            $ 1,066,997        $   479,429
                                              ==========          ==========             ==========         ==========


    Net income per share                        $0.91               $0.24                  $0.39              $0.18
                                                =====               =====                  =====              =====





</TABLE>


  See accompanying notes.

                                                           -5-



















<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


September 27, 1997


Note A - Basis of Presentation


The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements.

The  accompanying  consolidated  condensed  financial  statements are unaudited.
However,  in the opinion of  management,  all  adjustments  (consisting  only of
normal recurring  accruals)  necessary for a fair presentation of the results of
operations for such interim periods have been reflected therein.

The condensed balance sheet as of December 28, 1996 has been derived from the 
audited  financial  statements at that date.

Note B - Net Income Per Share

Net income per share of common stock is based on the weighted  average number of
shares outstanding during each period: 1997 - 2,707,281 shares; 1996 - 2,697,559
shares.  Common  stock  equivalents  (stock  options)  did not  have a  material
dilutive effect on net income per share. Net income per share of common stock on
a fully diluted basis was not materially different.

For the year ending January 3, 1998 and periods  thereafter the Registrant  will
be required to adopt FASB  Statement No. 128 "Earnings Per Share".  The adoption
of this  standard is not expected to have a  significant  impact on earnings per
share.


Note C - Litigation

The Registrant is involved in litigation  relating to environmental  matters for
which the ultimate  outcome is not expected to have any material  adverse impact
on financial position,  operating results or liquidity. See Part II Item 1 Legal
Proceedings for further information.









                                     -6-

<PAGE>

ITEM 2               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

Results of Operations


Net income for the third  quarter  1997 was $1.067  million or $.40 per share on
sales of $16.7  million  versus net income for the third quarter of 1996 of $479
thousand or $.18 per share on sales of $13.7  million.  Net income for the first
nine months of 1997 was $2.5 million or $.93 per share on sales of $49.5 million
versus net income for the first nine months of 1996 of $654 thousand or $.24 per
share on sales of $43.6  million.  With these  improved  earnings the Registrant
increased  its  quarterly  dividend  from  $0.115  per  share to $0.13 per share
payable  December 15, 1997 to  stockholders  of record  November  28, 1997.  The
annual dividend will increase from $0.46 to $0.52 per share.

Third quarter sales were up 21.5% compared to the same period a year ago. Volume
increased 16.2%, new product sales increased 3% and prices were up 2.3%. For the
first nine months of 1997 sales were 13.6%  greater than the  comparable  period
last year.  Volume  increased  8.3% while price  increases and new product sales
were up 3% and 2.3%,  respectively.  Increased volume, favorable product mix and
greater utilization of productive capacity resulted in more than doubling of net
income in the third quarter  compared to the third quarter of 1996. Sales of the
Registrant's expansion shells, used in the underground mining industry increased
51% in the third  quarter vs. the same period a year ago and were up 28% for the
first nine months 1997 vs. the first nine months of 1996.  The increased  mining
business is the direct result of the  long-term  supply  agreement  entered into
with the nation's largest manufacturer of mine roof bolts, Excel Mining Systems.
The Registrant's  lock business was especially strong in the third quarter where
sales  were up 29% vs.  the third  quarter  of 1996 and they were up 13% for the
first nine months vs. the  comparable  period a year ago. New lock  applications
specifically  designed for leading  computer  manufacturers  contributed  18% in
increased  sales volume in the third quarter and is expected to approximate  the
same  volume in the  fourth  quarter  1997.  Demand for the  Registrant's  heavy
hardware,  servicing the tractor trailer industry was up  approximately  11% for
the first nine months of 1997 vs. the nine month period of 1996.  Fourth quarter
sales  of  heavy  hardware  are  expected  to show  continued  improvement  with
additional  new  business  anticipated  in the first  quarter of 1998.  Sales of
industrial  hardware  were up 11% in the third  quarter vs. the third quarter of
1996 and are expected to continue to remain strong.  New products offered by the
Registrant  include  vehicular  products  designed  and produced by the Eberhard
Manufacturing division and malleable casting products manufactured by the Frazer
& Jones division.  The  Registrant's  CCL Security  Products  division  recently
introduced two new  PrestoLocks to the soft luggage  markets to further  enhance
our  position in that  market.  A new keyless,  three wheel  padlock  features a
convenient  snap-action  locking method as opposed to the  conventional  padlock
type of shackle  motion.  A new keyless,  two wheel  padlock is targeted for the
lower priced  segment of the lock market.  Deliveries of both locks are expected
to commence in early November. CCL Security also produces the keyless "Gun Blok"
lock, a patented  combination  trigger lock that fits virtually all firearms and
helps  prevent  their  unauthorized  use.  Recent  developments  in the firearms
industry  indicates  several  large  gunmakers  will be including a tamper proof
child  safety lock with  firearms to head off  possible  legislation  that might
impose more  stringent  standards.  Either of these  activities  could lead to a
significant   increase  in  the  potential   size  of  the  gunlock   market  if
manufacturers  decide to buy the  product  from  outside  vendors  as opposed to
making a lock in house. New gun locking mechanisms are currently being developed
to further enhance our position in this market.


                                     -7-
<PAGE>

The Registrant anticipates a continued strong performance in the fourth quarter.

The  Registrant's  gross margin as a percentage  of sales for the three and nine
months ended September 27, 1997 was 28% and 27%,  respectively,  compared to 26%
and 21% for  comparable  periods a year ago. The  improvement in gross margin in
1997 for the nine month period  versus the  comparable  period a year ago is due
mainly to increased  sales volume and more  efficient  utilization of production
facilities.

Third quarter selling and administrative  expenses were up 6.6% or $184 thousand
from the same period a year ago and up 11% or $928  thousand for the nine months
1997 vs. the same period a year ago. Selling and  administrative  expenses would
have been lower in the third quarter of 1997  however,  the  Registrant  accrued
$325  thousand  in excess of insurance reimbursements for environmental matters.
Year to date expenses were up due to the environmental accrual,  legal expenses
in connection  with the  environmental  suits,  defense costs  incurred  in the 
first  quarter proxy contest and one time charges in connection with the early
retirement of the Company's former Chief Executive Officer in the first half of
1997.


Liquidity and Sources of Capital


Cash flows from operations were $3.979 million for the first nine months of 1997
versus  $2.071  million  for the first nine  months of 1996.  The change in cash
flows resulted  primarily from timing  differences  for  collections of accounts
receivable, payments of liabilities, an increase in inventory and an increase in
net  income  attributed  to  increased  sales.  In  addition  to cash  flow from
operations,  which was  sufficient  to fund  normal  operating  activities,  the
Registrant  drew down an additional $2 million on its short-term  line of credit
to help fund the  purchase of 159,118  shares of company  stock for the treasury
during the third quarter.

Additions to property,  plant and equipment  were $1.5 million  during the first
nine months of 1997 versus $2.3  million for the  comparable  period a year ago.
Total 1997 capital  expenditures  are expected to be lower than the  anticipated
$2.6 million level of depreciation for the year.

Inventory balances at the end of the third quarter of 1997 of $11.9 million were
$1.0 million  higher than year end 1996,  and $0.4 million  lower than the third
quarter of 1996. Inventory turns of 4.1 times at the end of the third quarter of
1997 were comparable to both the previous year end rate and the third quarter of
1996.  Accounts  receivable  at the end of the third  quarter  1997  were  $10.1
million which was $3.1 million higher than year end and $1.8 million higher than
the third quarter of 1996. The average day's sales in accounts receivable was 55
days  at the  end  of  the  third  quarter  1997  which  was  comparable  to the
corresponding  period of a year ago.  The  increase in accounts  receivable  was
driven by increases in sales volume.

Following  the close  of the  third  quarter,  improved operating cash flow has 
allowed the Registrant to pay  down $500  thousand of its  short-term debt. The 
Registrant anticipates additional pay downs on its short-term borrowings during
the fourth quarter.




                                     -8-
<PAGE>

Other Matters


On June 24, 1994, the Registrant settled all claims with both the Beacon Heights
Coalition and the Laurel Park  Coalition and the respective  complaints  against
the Registrant on behalf of the  Coalitions  were  dismissed by  stipulation.  A
final  judgement  was  entered  by the US  District  Court  in the  consolidated
proceedings on March 17, 1995.  Appeals,  however,  were filed by two government
agencies as described in Part II, Item 1 below.

On November 1, 1996,  the United States Court of Appeals for the Second  Circuit
reversed  the  US  District  Court's  ruling  dismissing   government   agencies
environmental  claims against the Registrant and certain other  defendants,  and
the environmental  claims by Laurel Park and Beacon Heights  Coalitions  against
numerous defendants. The Court of Appeals, is expected to remand the case to the
U.S. District Court in Connecticut for further proceedings.
See further description in Part II, Item 1 below.

The Registrant  continues to actively monitor the situation.  It is management's
opinion that the  resolution of these  matters will not have a material  adverse
effect on the Registrant's financial position, operating results or liquidity.


NOTE: This document contains forward looking  statements,  within the meaning of
the  Private  Securities  Litigation  Reform  Act of  1995,  which  reflect  the
Registrant's current expectations  regarding its future operating performance in
the mining industries,  tractor trailer markets, industrial hardware industries,
firearms  accessories  markets  and the  security  products  industry  where the
Registrant markets its products and services,  including  statements about plans
and   expectations    regarding   products   and   future   financial   results.
Forward-looking  statements involve risks and uncertainties  which may cause the
Registrant's  actual results in future periods to differ  materially  from those
expressed.  These uncertainties and risks include changing customer preferences,
lack of success of new products,  loss of the Company's customers,  competition,
and other factors  discussed from time to time in the Registrant's  filings with
the Securities and Exchange Commission.






                                     -9-

<PAGE>
                                  PART II
                            OTHER INFORMATION


ITEM 1 LEGAL PROCEEDINGS

In April  1988,  Murtha  Enterprises  Inc.  and  related  parties  (collectively
"Murtha"),  as the result of a February  1987 suit (docket  number  N-87-52 PCD)
brought by the U. S.  Environmental  Protection  Agency  (the "EPA") and others,
concerning the Beacon Heights and Laurel Park landfills,  instituted third-party
actions  against  approximately  200  companies  or  individuals  including  the
Registrant.  The  underlying  suit  against  Murtha was settled with EPA and the
other parties and the Consent Decree has been approved by the Court

On September  22, 1988,  the EPA filed a complaint  against the  Registrant  and
seven other  defendants  seeking  recovery of present and future  response costs
incurred by the United States in connection  with the Beacon  Heights  landfill.
The complaint alleged total damages of approximately  $1.8 million ($1.3 million
actual and $.5 million future).  On October 31, 1988 the court  consolidated the
EPA action  against the  Registrant  with the other cases  under  docket  number
N-87-52 (PCD).

By complaint dated September 6, 1990, the Beacon Heights  Coalition (the "Beacon
Coalition"),  a group of parties who have entered into a consent order with EPA,
instituted a direct action against the Registrant  and  approximately  400 other
named parties  concerning  the Beacon  Heights  landfill.  The Beacon  Coalition
claimed that these  defendants  generated or  transported  hazardous  substances
disposed of at the Beacon Heights landfill,  and are therefore responsible for a
share of the Beacon Coalition's response costs.

The  Registrant  has filed  answers  to both the EPA  Complaint  and the  Beacon
Coalition Complaint.

In March 1991,  a Laurel  Park  Coalition  which did not include the  Registrant
entered into Consent Decree and Administrative Order by Consent with the EPA and
the State of Connecticut to remediate the Laurel Park landfill.
The Consent Decree has been approved by the Court.

In May 1991, EPA and the State of  Connecticut  ("State") each filed a complaint
against the Registrant and three other  defendants  seeking  recovery of present
and future  response costs incurred in connection with the Laurel Park landfill.
The EPA claimed  costs in excess of $1.8 million and the state  claimed costs in
excess of $2.5 million.  On July 1, 1991, the court  consolidated  these actions
against the  Registrant  with the other cases under docket number N-87-52 (PCD).
The Registrant filed answers to both of these complaints.

By order dated  February 8, 1994, the court granted a motion filed by Registrant
for judgement on the pleadings against EPA and the state with respect to each of
their claims against Registrant. By motions dated February 22, 1994 and February
23,  1994,  EPA and the  State  respectively  moved for  reconsideration  of the
court's order, which motions were denied.

By order dated February 8, 1994,  the court  permitted the Laurel Park Coalition
to file a complaint against eight parties including the Registrant, which claims
were to be assigned for trial if the Coalition filed a complaint.




                                    -10-
<PAGE>

On June 24,  1994 , the  Registrant  settled  all  claims  with both the  Beacon
Heights  Coalition and the Laurel Park Coalition and the  respective  complaints
against  the  Registrant  on  behalf  of  the   Coalitions   were  dismissed  by
stipulation.

On March 17, 1995,  the U.S.  District  Court  entered a final  judgement in the
consolidated   proceedings  (docket  number  N-87-52(PCD))  which  included  the
granting of Registrant's  motion for judgement on the pleadings.  As a result of
this  judgement,  no  complaints  were then pending in the U.S.  District  Court
involving the Registrant.

On April 17,  1995,  the  State  filed its  notice  of  appeal  from this  final
judgement with the U.S. District Court. On May 10, 1995, EPA filed its notice of
appeal from the judgement.

On November 1, 1996 the U.S.  Court of Appeals for the Second  Circuit  reversed
the District Court ruling dismissing EPA and State of Connecticut  environmental
claims against the Registrant  and  environmental  claims by the Laurel Park and
Beacon Heights  Coalitions  against  numerous  defendants.  The Court of Appeals
remanded  the  case to the  U.S.  District  Court  in  Connecticut  for  further
proceedings.  The governmental lawsuits,  brought after governmental settlements
with the  Coalitions,  seek to  recover  remediation  costs  of the  governments
unreimbursed   by  the  Coalition   settlements  or  the  settlement   with  the
owner/operator in connection with the Laurel Park and Beacon Heights  landfills.
The EPA has claimed that the Registrant and five other defendants (two corporate
and three  individual)  are  responsible  for an  aggregate  of $4.2  million in
remediation  costs  with  respect to the Beacon  Heights  landfill  and that the
Registrant and one other corporate defendant are responsible for an aggregate of
$2.5  million in  remediation  costs with  respect to the Laurel Park  landfill;
Connecticut  has  claimed  that  the  Registrant  and one  other  defendant  are
responsible  for an aggregate of $.08 million in remediation  costs with respect
to the Laurel Park landfill.  The  Registrant  intends to continue to vigorously
contest any liability  relating to these  governmental  claims.  The  Registrant
will also pursue its rights of contribution against the other defendants in the
event of any liability,  which the Registrant expects would significantly reduce
any liability imposed.  In addition,  it has filed claims against its insurance
carriers.

In its  decision,  the Second  Circuit also reversed the U.S.  District  Court's
dismissal  of  numerous  actions  brought by the Beacon  Heights and Laurel Park
Coalitions  against   non-settling   parties.   These  Coalitions  assumed  full
responsibility  for cleaning up the two landfill sites and, as noted above,  the
Registrant has settled with both  Coalitions  with respect to liability at these
sites in  1994.  It is  believed  that  many of the  defendants  in the  pending
Coalition  actions  and  certain  other  persons  who have not been  sued by the
governments have a  responsibility  for remediation cost and may be brought into
these actions as co-defendants  with the Registrant.  The Registrant  intends to
resist the EPA and State claims and if necessary  bring these other persons into
the action to share the costs of reimbursements to the governments if ultimately
imposed.

After rejecting  motions for rehearing,  the Court of Appeals returned the cases
to the US District  Court.  On July 21, 1997, the District Court issued an order
appointing a Special Master to mediate,  find facts if necessary and report back
to the court within six months as to all remaining claims for contribution.  The
Registrant is actively  participating  in this process as it pertains to the EPA
and State Claims against the Registrant and the Registrant's contribution rights
against third-party defendants.

The  Registrant  will continue to vigorously  pursue its legal  interest in this
matter.  The  Registrant  believes that these actions will not have a materially
adverse impact on the Registrant's  consolidated  financial position,  operating
results or liquidity.

                                     -11-
<PAGE>

There are no other  material  legal  proceedings,  other than  ordinary  routine
litigation  incidental to the business, to which either the Registrant or any of
its subsidiaries is a party of or which any of their property is the subject.




ITEM 2            CHANGES IN SECURITIES
                  None

ITEM 3            DEFAULTS UPON SENIOR SECURITIES
                  None

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------            ---------------------------------------------------
                  none

ITEM 5            OTHER INFORMATION
                  None

ITEM 6            EXHIBITS AND REPORTS ON FORM 8-K
- -------           --------------------------------

                  B.   Reports on Form 8-K
                        None


                                                     SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                THE EASTERN COMPANY
                                                    (Registrant)






DATE:  November 12, 1997                 /S/ LEONARD F. LEGANZA
       -----------------                 -----------------------------
                                         Leonard F. Leganza
                                         President and Chief Executive Officer






DATE:  November 12, 1997                 /S/ DONALD E. WHITMORE JR.
       -----------------                 ------------------------------
                                         Donald E. Whitmore, Jr., Executive Vice
                                         President and Chief Financial Officer


                                      -12-


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               SEP-27-1997
<CASH>                                         2960492
<SECURITIES>                                         0
<RECEIVABLES>                                 10148169
<ALLOWANCES>                                    678000
<INVENTORY>                                   11874468
<CURRENT-ASSETS>                              26981500
<PP&E>                                        27412085
<DEPRECIATION>                                14000314
<TOTAL-ASSETS>                                46696914
<CURRENT-LIABILITIES>                         12543893
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       6136122
<OTHER-SE>                                    22712166
<TOTAL-LIABILITY-AND-EQUITY>                  46696914
<SALES>                                       49517523
<TOTAL-REVENUES>                              49619093
<CGS>                                         36380886
<TOTAL-COSTS>                                 36380886
<OTHER-EXPENSES>                               8967162
<LOSS-PROVISION>                                111497
<INTEREST-EXPENSE>                              215877
<INCOME-PRETAX>                                3943671
<INCOME-TAX>                                   1429311
<INCOME-CONTINUING>                            2514360
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   2514360
<EPS-PRIMARY>                                      .92
<EPS-DILUTED>                                      .91
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission