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|
Check the appropriate box:
|_| 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)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
*** ATTENTION EASTERN SHAREHOLDERS! ***
PLEASE ASK YOURSELF: WHY DO STEDMAN SWEET'S TACTICS RELY ON PERSONAL ACCUSATIONS
AND BROKEN PROMISES? WHY DOESN'T HE DEFEND HIS PERFORMANCE AT EASTERN?
BECAUSE HE CAN'T!
Sweet Becomes Nine (9)
Chief Executive Years Later
1988 1996 Change
Sales $74 million $58 million Down 22%
Net Income $2.6 million $0.9 million Down 65%
Employees 714 494 Down 31%
Return on Equity 12% 3% Down 75%
Sweet's
Compensation $189,801 $273,176 UP 44%
STOP STEDMAN SWEET FROM RUINING THE EASTERN COMPANY - ELECT MMI!
PLEASE ASK YOURSELF: WHY DID THE NATION'S LEADING INDEPENDENT PROXY ADVISOR,
INSTITUTIONAL SHAREHOLDER SERVICES (ISS), AFTER EXTENSIVE DISCUSSIONS WITH BOTH
SIDES, RECOMMEND THAT SHAREHOLDERS VOTE FOR MMI'S NOMINEES?
- - "ISS believes that adequate time has passed for Eastern's strategic plan to
yield demonstrated improvement in shareholder value - and it has failed to
do so... We therefore conclude that a board shakeup is needed."
- - MMI's nominees "have put forth a sound action plan to improve Eastern's
performance, addressing expenditures, customer service, new product lines,
acquisitions, and management incentives."
- - MMI's nominees "have relevant expertise to contribute to the company in
M&A, manufacturing, and business and will serve to put pressure on the
board to act on shareholders' behalf."
- - "Eastern's management defends the company's uninspired performance by its
claim of running a conservative operation, yet conservative has come to
mean maintaining the status quo of poor performance."
ELECT OUR 3 DIRECTORS TO THE 9 MEMBER BOARD. WE ADVOCATE REBUILDING VALUE AT
EASTERN FOR ALL SHAREHOLDERS. REMEMBER! YOU HAVE THE RIGHT TO CHANGE YOUR VOTE.
ONLY YOUR LATEST DATED PROXY CARD COUNTS.
VOTE AGAINST STEDMAN SWEET'S TRACK RECORD OF DESTRUCTION!
IF YOU ARE GOING TO THE MEETING, COME EARLY AND MEET MMI'S NOMINEES.
-IMPORTANT-
If your shares are registered in the name of a broker, only your broker can vote
your shares after receiving your specific instructions. Please return the Blue
proxy voting card voting as recommended by MMI Investments, L.L.C. directly to
your broker. If you have specific questions or need assistance in voting, please
call:
D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
800/859-8511 (toll free)
