defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
CROWN CRAFTS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: Common Stock, par value $0.01 per share |
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Fee paid previously with preliminary materials. |
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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
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For immediate release
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July 31, 2007 |
Crown Crafts Responds to Wynnefield Letter
Gonzales, Louisiana Crown Crafts, Inc. (NASDAQ-CM: CRWS) today responded to a letter sent to the
Board by Wynnefield Partners Small Cap Value, L.P. on July 30, 2007. The body of the letter is as
follows:
July 31, 2007
Via Facsimile/Federal Express/E-mail
Wynnefield Partners Small
Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attn: Nelson Obus
Re: Crown Crafts, Inc. (the Company) 2007 Annual Meeting
Gentlemen:
We write in response to your letter of July 30.
We welcome the opportunity to resolve our differences and end the proxy contest that you have
launched. In that regard, our Board has met and has given due consideration to your proposal.
After much deliberation, the Board has unanimously decided that accepting your proposal would not
be in the best interests of the Company. In an effort to show good faith, however, the Company
will agree to the following if you immediately drop your opposition to the re-election of William
T. Deyo, Jr. and Steven E. Fox as directors of the Company:
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the Company will agree to add an eighth member to the
Board as soon as reasonably practicable (but in no event later than
December 31, 2007) who is mutually agreeable to you and the Company and
who is not affiliated with either you or the Company (the New
Director); |
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the Board will immediately form a nominating and
governance committee and will elect the New Director to that committee
as soon as he or she joins the Board; and |
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the Compensation Committee will promptly undertake a
comprehensive review of the Companys non-employee director fee
structure, in conjunction with the Companys independent compensation
consultant, and will make recommendations to the Board with respect
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We trust that you will give this offer careful consideration, and we look forward to your
reply.
Very truly yours,
E. Randall Chestnut
About Crown Crafts
Crown Crafts, Inc. designs, markets and distributes infant and juvenile consumer products,
including bedding, blankets, bibs, bath items and accessories. Its subsidiaries include Hamco,
Inc. in Louisiana and Crown Crafts Infant Products, Inc. in California. Crown Crafts is Americas
largest producer of infant bedding, bibs and bath items. The Companys products include licensed
and branded collections as well as exclusive private label programs for certain of its customers.
This document contains forward-looking statements within the meaning of the Securities Act of 1933,
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such
statements are based upon managements current expectations, projections, estimates and
assumptions. Words such as expects, believes, anticipates and variations of such words and
similar expressions identify such forward-looking statements. Forward-looking statements involve
known and unknown risks and uncertainties that may cause future results to differ materially from
those suggested by the forward-looking statements. Reference is made to the Companys periodic
filings with the Securities and Exchange Commission for factors that may impact the Companys
results of operations and financial condition. The Company does not undertake to update the
forward-looking statements contained herein to conform to actual results or changes in our
expectations, whether as a result of new information, future events or otherwise.
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Contact:
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Chris Hayden |
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Georgeson Inc. |
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(212) 440-9850 |
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or |
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Olivia Elliott |
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Secretary Treasurer |
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(225) 647-9124 |