SCHEDULE 14A INFORMATION
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240.14a-12
EASTERN
...............................................................................
(Name of Registrant as Specified In Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
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An Important Message for
The Eastern Company Shareholders:
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THE FUTURE VALUE OF
THE EASTERN COMPANY
SHOULD BELONG TO
ALL THE SHAREHOLDERS,
NOT JUST JOHN DYSON!
Millionaire New York City politician John Dyson and his affiliates, including
Millbrook Capital Management Inc. and MMI Investments, L.L.C., are continuing
their costly and disruptive efforts to seize control of your Company by trying
to elect their hand-picked nominees to Eastern's Board of Directors. We strongly
urge you not to support these efforts.
Management's strategic planning is producing results. After the anticipated
difficulties in First Quarter 1996, normal operating profits (before deducting
the costs of thwarting Dyson's hostile takeover attempt) have steadily improved,
as demonstrated by the following chart:
THE EASTERN COMPANY
1996 QUARTERLY NORMAL OPERATING PROFITS PER SHARE(1)
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
-.07 .13 .22 .24
WE BELIEVE DYSON IS ACTING
IN HIS OWN SELF-INTEREST, NOT YOURS
As we see it, the Dyson/MMI nominees are plagued by fundamental conflicts of
interest. Millbrook has not withdrawn its highly leveraged offer at $15 per
share, which is little more than the recent market price of our stock. If Dyson
and his fellow nominees are elected, won't they have a strong incentive to sell
Eastern to themselves as cheaply as possible?
You should also remember that Eastern has been an involved employer and good
corporate citizen in the Naugatuck Valley since 1858. MMI has owned its stock
for little more than a year and has no local ties. Ask yourself what kind of
commitment Dyson/MMI will demonstrate to shareholders, employees and the
Waterbury community.
SAFEGUARD THE VALUE OF YOUR INVESTMENT BY
SIGNING, DATING AND RETURNING
A WHITE PROXY CARD TODAY!
DO NOT RETURN A BLUE CARD FOR ANY REASON,
EVEN AS A PROTEST.
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If you have any questions, or
require any assistance in
voting your shares, please
call GEORGESON & COMPANYINC.,
toll-free at 1-800-223-2064.
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1. Quarter results reflect income before deducting the costs of defending the
Company from Millbrook's takeover attempt. Fourth quarter results reflect
earnings before the year-end abnormal adjustment to estimated accruals described
on page 23 of the 1996 Annual Report. In 1996, such adjustments for continuing
operations decreased income by $0.02 per share.
