Millbrook Capital Management Inc, et al. – ‘SC 13D/A’ on 11/26/96 re: Eastern Co – EX-13

As of:  Tuesday, 11/26/96   ·   Accession #:  950162-96-624   ·   File #:  5-15810

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          13     43K 
                          Ownership                                              
 2: EX-13       Shareholder Notice                                     2     10K 

EX-13   —   Shareholder Notice

EX-13
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                                                  Exhibit 13

November 20, 1996                                                               

The Eastern Company                                                             
112 Bridge Street                                                               
Naugatuck, CT 06770                                                             

Attention:  Donald E. Whitmore, Jr.                                             
Secretary                                           

Re:  Shareholder notice to The Eastern Company (the "Company")                  

The undersigned, being the record holder of 52,050 shares of                    
Common Stock of the Company and a beneficial holder of such                     
shares of Common Stock of the Company for more than one year                    
from the date hereof (constituting at least 1% and over $1,000                  
of value of the securities entitled to vote), hereby gives                      
notice pursuant to Rule 14a-8(a) promulgated under the Securi-                  
ties Exchange Act of 1934, as amended (the "Act"), that the                     
undersigned intends to present at the Company's 1997 annual                     
meeting of stockholders the proposal attached hereto, and that                  
such proposal should be included in the Company's proxy mate-                   
rial for such meeting in accordance with the Act.  The under-                   
signed hereby affirms that the undersigned intends to continue                  
to beneficially own 52,050 shares of Common Stock of the Com-                   
pany through the date of such annual meeting.  The proposal                     
seeks to have the Company's Board of Directors consider for                     
approval the retention of an investment banking firm to seek                    
proposals for the sale of the Company to maximize shareholder                   
value.                                                                          

       /s/Ernst Ohnell
    Ernst Ohnell
       260 West Avenue
          Stamford, CT 06902

Page 14 of 15 Pages     

EX-13
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PROPOSED RESOLUTION                                                             

RESOLVED, that the stockholders of The Eastern Company              
(the "Company") hereby request and recommend that the Board of                  
Directors authorize the immediate retention of an investment                    
banking firm to seek proposals for the sale of the Company to                   
maximize shareholder value.                                                     

SUPPORTING STATEMENT OF THE PROPONENT                                           

I am the record holder of 52,050 shares of the Company.  I          
believe there is great underlying value in the Company that can                 
be realized if an investment banking firm were hired to seek                    
proposals for the sale of the Company.                                          

Notwithstanding the Company's strategic plan, the Compa-            
ny's common stock has significantly underperformed the stock                    
market in total return over the past eight years, income from                   
continued operations peaked in 1991 and there has been approxi-                 
mately a 34% drop in employment by the Company since 1988.                      

Earlier this year, a stockholder of the Company made an             
offer, which I supported, to the Company's Board of Directors                   
for an affiliate of such stockholder to acquire by merger all                   
of the outstanding shares of common stock of the Company for                    
$15.00 per share in cash, subject to customary conditions.                      
Even though the stockholder stated in its offer that it would                   
consider improving the offer if evidence of additional value                    
were provided, the Company's Board rejected the offer without                   
even discussing it with the stockholder.                                        

Consistent with state law and the proxy rules, this pro-            
posal is merely a recommendation to the Board and its passage                   
cannot compel action.  However, a substantial shareholder vote                  
in favor should, in my opinion, be regarded as a mandate to the                 
Board to develop a program to truly maximize value for share-                   
holders.  If a proxy card is returned without voting instruc-                   
tions or marked "abstain", it may be counted against this pro-                  
posal.  Do not let that happen.  SEND A STRONG MESSAGE TO                       
MANAGEMENT AND THE BOARD.  VOTE "FOR" THE PROPOSAL TO RECOMMEND                 
THAT THE BOARD ENGAGE AN INVESTMENT BANKING FIRM TO SEEK PRO-                   
POSALS FOR THE SALE OF THE COMPANY, WHICH IS DESIGNED TO UNLOCK                 
VALUE FOR ALL SHAREHOLDERS.                                                     

Page 15 of 15 Pages     

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/26/96							None on these Dates
		11/20/96		1
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