SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
THE EASTERN COMPANY
(Name of Registrant as Specified in Its Charter)
MMI INVESTMENTS, L.L.C.
(Name of Person(s) Filing Proxy Statement)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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MILLBROOK CAPITAL MANAGEMENT QUESTIONS
EASTERN COMPANY'S PROXY STATEMENT
March 5, 1997 -- MILLBROOK, N.Y. -- Millbrook Capital Management Inc.
("MCM") today announced that it has forwarded the following letter to the
Eastern Company (AMEX: EML):
February 28, 1997
Mr. Stedman G. Sweet Chief Executive Officer The Eastern Company 112 Bridge
Street Naugatuck, CT 06770
Dear Mr. Sweet:
We have read with interest The Eastern Company's Proxy Statement for the
upcoming annual meeting. We are very concerned by several points:
1. Why has the annual meeting date been accelerated from historical practice
by one month?
2. In light of the company's dismal year, what was the basis for your
receiving a $5,000 salary increase and a 26% increase in your bonus.
3. Why are the directors seeking to reward themselves with company stock when
they have unanimously indicated that the share price is too low?
Furthermore, given the company's poor performance for 1996, why should the
shareholders reward the Board at all -- cash or stock?
4. Why has the Board failed to explain its recommendation against the
stockholder proposal calling for the maximization of shareholder value with
the guidance of an investment banker?
We believe that our fellow shareholders should share our concerns. We look
forward to your response to these points.
Sincerely,
Clay B. Lifflander
President
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MCM, based in Millbrook, NY, is an investment firm owned by John S. Dyson. MCM
is also the manager of MMI Investments, L.L.C. that beneficially owns 178,400
shares, or 6.61%, of the common stock of The Eastern Company. MCM specializes in
the acquisition and management of middle market companies. Until recently, Mr.
Dyson served as Deputy Mayor for Finance and Economic Development of New York
City.
CONTACT:
John Nesbett Andy Lavin
Lippert/Heilshorn & Associates A. Lavin Communications
212-838-3777 212-354-2266
