UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
April 1, 1998
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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 1 of 14 Pages
<PAGE>
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CUSIP No. 276317 10 4 Page 2 of 14 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 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
- -------------------------------------------------------------------------------
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*
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 14 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 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
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
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>
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CUSIP No. 276317 10 4 Page 4 of 14 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.
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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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 14 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
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
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 14 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:
Not applicable.
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 believed 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 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 was subject, among other things, to the approval of the
Company's Board of Directors, a majority of the Company's public shareholders
Page 7 of 14 Pages
<PAGE>
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 special
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.
Page 8 of 14 Pages
<PAGE>
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.
On April 1, 1998, MMI sold 178,400 Shares in an open market
transaction at a price of $25-7/8 per share, thus liquidating MMI's entire
position in the Company. On April 2, 1998, Millbrook sent Mr. Leonard Leganza,
the current President and Chief Executive Officer of the Company, a letter
congratulating him on his magnificent stewardship of the Company. A copy of the
letter is annexed as Exhibit 17 hereto.
Item 5. Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended in its entirety to read as
follows:
As of April 1, 1998, MMI directly and beneficially owns (as defined by
Rule 13d-3 under the Act) 0 Shares, or 0% of the 2,603,434 Shares outstanding as
of February 28, 1998 as reported by the Company in its Annual Report on Form
10-K for the year ended January 3, 1998.
Page 9 of 14 Pages
<PAGE>
Not applicable.
On April 1, 1998, MMI sold 178,000 Shares in an open market
transaction at a price of $25-7/8 per share, thus liquidating MMI's entire
position in the Company. 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.
Not applicable.
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 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, had 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. ***
Page 10 of 14 Pages
<PAGE>
Exhibit 2 Amended Joint Filing Agreement dated +
November 21, 1997.
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. +
Exhibit 17 Letter from Millbrook to CEO and President
of the Company dated April 2, 1998. Page 14
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* 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.
+ Filed as an exhibit with Amendment No. 7 to Schedule 13D dated
November 20, 1997.
Page 11 of 14 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: April [ ], 1998
Page 12 of 14 Pages
<PAGE>
EXHIBIT INDEX
Exhibit 1 Schedule of Transactions. ***
Exhibit 2 Amended Joint Filing Agreement dated +
November 21, 1997.
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. +
Exhibit 17 Letter from Millbrook to CEO and President
of the Company dated April 2, 1998. Page 14
- ------------------------
* 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.
+ Filed as an exhibit with Amendment No. 7 to Schedule 13D dated
November 20, 1997.
Page 13 of 14 Pages
<PAGE>
Exhibit 17
[Millbrook Capital Management Inc. Letterhead]
April 2, 1998
Mr. Leonard F. Leganza
President and Chief Executive Officer
The Eastern Company
112 Bridge Street
Naugatuck, CT 06770
Dear Len:
I wanted to take this opportunity to congratulate you, the Board of
Directors, management and employees of The Eastern Company on the magnificent
job you have done to turn the fortunes of the company for the benefit of the
shareholders. Given the substantial increase in the stock price since early
1996, it is only prudent for us to monetize our position at this juncture.
Nonetheless, we believe that under your stewardship as Chief Executive Officer
the future of the Company has been redirected upwards.
MCM wishes you and your team the very best.
Sincerely,
/s/ Clay B. Lifflander
Clay B. Lifflander
President
Page 14 of 14 Pages
