KRAMER LEVIN NAFTALIS & FRANKEL LLP
PETER G. SMITH
PARTNER
PHONE 212-715-7401
FAX 212-715-8000
PSMITH@KRAMERLEVIN.COM
April 1, 2015
VIA EDGAR
Mellissa Campbell Duru, Esq.
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0405
Re:
The Eastern Company
Amendment No. 1 to Preliminary Proxy Statement filed on Schedule 14A
Filed by the Barington Group
Filed on March 16, 2015
File No. 001-35383
Dear Ms. Duru:
On behalf of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Capital Group, L.P., Hilco, Inc., LNA Capital Corp., James A. Mitarotonda and Michael A. McManus, Jr. (collectively, the “Barington Group”), we hereby provide the Barington Group’s responses to your letter dated March 23, 2015 (the “Comment Letter”) setting forth the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions, Division of Corporation Finance, of the Securities and Exchange Commission (the “Commission”) regarding the filing referenced above (the “Preliminary Proxy Statement”).
For your convenience, the Staff’s comment contained in the Comment Letter has been restated below in its entirety, with the response to such comment set forth immediately under the comment.
Background of Proxy Solicitation, page 6
1.
We partially reissue prior comment 3. Please provide quantitative and/or qualitative details to facilitate an understanding of the suggestions Barington made and the specific plans, if any, that Barington’s nominees will advocate for if elected. For example, revise to provide context to suggestions that the company “build scale in its most attractive business through complimentary acquisitions…”
RESPONSE: Certain disclosure in the “Background of Proxy Solicitation” section of the Preliminary Proxy Statement has been supplemented in response to the Staff’s comment in order to add further details to facilitate an understanding of the suggestions Barington has made during certain meetings with representatives of the Company.
In addition, as a follow-up to comment 2 set forth in the Staff’s letter dated March 13, 2015 regarding Mr. Mitarotonda’s biographical sketch, the Barington Group advises the Staff that on March 25, 2015, Mr. Mitarotanda resigned as a member of the board of directors of Ebix, Inc. so that he is able to devote his time to other companies that need his attention. The related disclosure in the Preliminary Proxy Statement has been revised accordingly.
1177 AVENUE OF THE AMERICAS NEW YORK NY 10036-2714 PHONE 212.715.9100 FAX 212.715.8000
990 MARSH ROAD MENLO PARK CA 94025-1949 PHONE 650.752.1700 FAX 650.752.1800
47 AVENUE HOCHE 75008 PARIS FRANCE PHONE (33-1) 44 09 46 00 FAX (33-1) 44 09 46 01
WWW.KRAMERLEVIN.COM
We trust that the foregoing responses on behalf of the Barington Group will fully address the Staff’s comments as set forth in the Comment Letter. If you have any questions or comments regarding these responses, please do not hesitate to contact me.
Sincerely,
/s/ Peter G. Smith
Peter G. Smith
cc:
Jared L. Landaw, Esq.
Chief Operating Office and General Counsel
Barington Capital Group, L.P.
Annex A
The undersigned hereby acknowledge that:
·
it is responsible for the adequacy and accuracy of the disclosure in the filing;
·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·
It may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| BARINGTON COMPANIES EQUITY PARTNERS, L.P. | |
| By: | Barington Companies Investors, LLC, its general partner |
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| By: | /s/ James A. Mitarotonda |
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| James A. Mitarotonda |
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| Managing Member |
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| BARINGTON COMPANIES INVESTORS, LLC | |
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| By: | /s/ James A. Mitarotonda |
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| James A. Mitarotonda |
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| Managing Member |
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| BARINGTON CAPITAL GROUP, L.P. | |
| By: | LNA Capital Corp., its general partner |
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| By: | /s/ James A. Mitarotonda |
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| James A. Mitarotonda |
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| Chairman and CEO |
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| LNA CAPITAL CORP. | |
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| By: | /s/ James A. Mitarotonda |
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| James A. Mitarotonda |
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| Chairman and CEO |
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| /s/ James A. Mitarotonda | |
| James A. Mitarotonda | |
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| HILCO, INC. | |
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| By: | /s/ Eric W. Kaup |
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| Eric W. Kaup |
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| Secretary |
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| /s/ Michael A. McManus, Jr. | |
| Michael A. McManus, Jr. | |