SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed
by
the registrant o
Filed
by
a party other than the registrant x
Check
the
appropriate box:
o Preliminary
proxy
statement.
o
Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2)).
o
Definitive proxy statement.
x
Definitive additional
materials.
o
Soliciting material under Rule
14a-12.
CROWN
CRAFTS, INC.
(Name
of
Registrant as Specified in its Charter)
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
WYNNEFIELD
CAPITAL MANAGEMENT, LLC
WYNNEFIELD
CAPITAL, INC.
CHANNEL
PARTNERSHIP II, L.P.
NELSON
OBUS
JOSHUA
H.
LANDES
(Name
of
Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment
of filing fee (check the appropriate box):
x
No fee required.
o
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:
o
Fee paid previously with preliminary
materials.
o
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:
FOR
IMMEDIATE RELEASE
CONTACT:
Eric
Berman
Joseph
Kuo
of
Kekst
and Company
212-521-4800
WYNNEFIELD
DIRECTOR NOMINEE NELSON OBUS COMMITS TO LIMIT HIS BOARD COMPENSATION TO
“DOLLAR-A-YEAR”
--
Message to Crown Crafts Board: Wynnefield Committed to Building Stockholder
Value --
NEW
YORK, NY, August 6, 2007 - The
Wynnefield Group, the largest stockholder in Crown Crafts Inc. (NASDAQ: CRWS),
owning 14.6% of the Company, announced today that Nelson Obus, one of its
nominees to the Crown Crafts Board, has committed to limit his own board
compensation to one dollar per year, plus travel expenses. Wynnefield has
been a
stockholder in Crown Crafts for more than eight years. It has nominated
Frederick G. Wasserman and Nelson Obus for seats on the Company’s Board. LAST
WEEK, TWO OF THE LEADING INDEPENDENT PROXY VOTING ADVISORY FIRMS RECOMMENDED
THAT STOCKHOLDERS VOTE ON THE WYNNEFIELD GOLD CARD.
In
a
letter to Crown Crafts stockholders, Obus wrote:
|
“We
are deeply committed to building stockholder value. We still can’t
understand how the Company can rationalize denying a seat at the
table to
its largest stockholder on behalf of all outside stockholders.
|
| |
|
“As
a clear and concrete demonstration of my personal commitment to
this
effort, I will accept only $1 per year, plus travel expenses, as
my
compensation for service on the Crown Crafts Board of
Directors.
|
| |
|
“This
contrasts markedly from Mr. Fox, who receives both directors’ fees and
whose firm receives legal fees from the Company as
compensation.”
|
The
letter refers to Company director-nominee Steven Fox’s dual role as a partner at
the Company’s law firm and as a member of the Board’s Compensation
Committee.
Last
week, even Glass Lewis, the one proxy voting advisory firm that did not endorse
the Wynnefield card, wrote of Fox:
|
“…
we question the need for the Company to engage in legal service
relationships with its directors. We
view such relationships as potentially creating conflicts for directors,
as they may be forced to weigh their own interests in relation
to
shareholder interests when making board decisions.
In addition, the Company’s decision regarding where to turn for the best
professional services may be compromised when doing business with
the law
firm of one of the Company’s directors. Mr. Fox also served as a member of
the compensation committee during the past fiscal year, which we
believe
should consist solely of independent directors” (emphasis
added).
|
more...
The
Wynnefield Group urges all Crown Crafts stockholders to vote for Wynnefield’s
nominees Frederick G. Wasserman and Nelson Obus on the GOLD proxy card.
IF
STOCKHOLDERS HAVE ALREADY VOTED THE WHITE PROXY CARD AND WISH TO CHANGE THEIR
VOTE, THEY HAVE EVERY LEGAL RIGHT TO DO SO. ONLY THE LATEST VOTE FROM A
STOCKHOLDER WILL COUNT.
Any
stockholders with questions or requiring assistance in voting their GOLD
proxy
card should please call MacKenzie Partners at (800) 322-2885.
The
Annual Meeting of Crown Crafts Stockholders will be held on August 14, 2007
at
10:00 a.m. Central Daylight Time at the Company’s executive offices, located at
916 South Burnside Avenue, Third Floor, Gonzales, Louisiana 70737.
Permission
to use quotations from the Glass Lewis report in this press release was neither
sought nor obtained.
ADDITIONAL
INFORMATION:
Shareholders
are advised to read the Wynnefield Group's definitive proxy statement, which
contains important information. Shareholders may obtain a free copy of the
proxy
statement and other documents filed by the Wynnefield Group with the SEC
at the
SEC’s Internet website at www.sec.gov.
The
proxy statement, a proxy card, and other documents may also be obtained free
of
charge from the Wynnefield Group's proxy solicitor or from the Wynnefield
Group
by request to:
|
Lawrence E.
Dennedy or
Daniel M.
Sullivan
MacKenzie
Partners, Inc.
105
Madison Avenue
New
York, NY 10016
Phone:
(800) 322-2885
|
or
|
Nelson
Obus
The
Wynnefield Group
450
Seventh Avenue, Suite 509
Phone:
(212) 760-0134
|
If
you
have lost your proxy card from the Wynnefield Group, or did not receive one,
you
may obtain another proxy statement and card by contacting MacKenzie Partners,
Inc. or The Wynnefield Group at the phone numbers listed above.
ABOUT
THE WYNNEFIELD GROUP:
The
Wynnefield Group is Crown Crafts’ largest shareholder, holding 14.6% of the
company’s outstanding common stock. Wynnefield
is a long-term investor in Crown Crafts, having first invested in the company
more than eight years ago.
The
Wynnefield Group includes several affiliates of Wynnefield
Capital, Inc. (WCI), a value investor specializing in U.S. small cap situations
that have company- or industry-specific catalysts. WCI was established in
1992. Its founding partners, Nelson Obus and Joshua Landes, held senior research
and institutional equity positions at Lazard Freres & Co. during the 1980s,
and the initial Wynnefield investors included many of their colleagues at
Lazard. The fund has grown to approximately $450 million under management.
Nelson Obus currently serves on the board of directors of Layne Christensen
Company (NASDAQ: LAYN), serving on its audit committee and compensation
committee.
#
# #