UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
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 | |
| þ | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to §240.14a-12 |
CROWN CRAFTS, INC.
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| þ | No fee required. | |
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| (1) | Title of each class of securities to which transaction applies: Common Stock, par value $0.01 per share | ||
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| 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. |
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| For immediate release | August 2, 2007 |
Leading Independent Proxy Advisor Recommends that Stockholders of Crown Crafts Vote on the
White Proxy Card
White Proxy Card
Gonzales, Louisiana — Crown Crafts, Inc. (NASDAQ-CM: CRWS) today sent a letter to stockholders
announcing that Glass, Lewis & Co., one of the nation’s leading providers of independent proxy
research, recommended that stockholders vote in favor of Messrs. Fox, Deyo and Chestnut on the
white proxy card. In the report, Glass Lewis highlighted the Company’s past performance and
recommended that stockholders vote on the WHITE proxy card. The full text of the letter follows:
VOTE THE WHITE CARD TO SUPPORT YOUR MANAGEMENT’S NOMINEES AS
RECOMMENDED BY ONE OF THE NATION’S LEADING INDEPENDENT PROXY
ADVISORY FIRMS
RECOMMENDED BY ONE OF THE NATION’S LEADING INDEPENDENT PROXY
ADVISORY FIRMS
August 2, 2007
Dear Fellow Crown Crafts Stockholder:
Our annual meeting of stockholders, to be held on August 14, 2007, is fast approaching. As
you make your final determination regarding your very important vote in the election of directors,
we strongly urge you to follow the recommendations of Glass, Lewis & Co., one of the nation’s
leading independent proxy advisory firms, and vote your shares FOR the election of management’s
nominees on the WHITE proxy card. Please sign, date and return the Company’s WHITE
proxy card today or vote by internet or phone by following the instructions on the enclosed
WHITE proxy card.
While we regret that the disruptive proxy contest waged by the Wynnefield Group in connection
with this year’s annual meeting has resulted in stockholders being inundated with proxy
communications, we are proud to report that Glass Lewis recommended that the Company’s stockholders
vote for all of management’s director nominees at the Company’s annual meeting. Glass
Lewis is widely recognized as one of the nation’s leading independent proxy voting and corporate
governance advisory firms. The firm’s analyses and recommendations are considered by hundreds of
major institutional investment firms, mutual funds and fiduciaries throughout the United States.
VOTE “FOR” MANAGEMENT’S DIRECTOR NOMINEES ON THE WHITE PROXY CARD
TODAY TO SHOW YOUR SUPPORT FOR YOUR MANAGEMENT AND BOARD
TODAY TO SHOW YOUR SUPPORT FOR YOUR MANAGEMENT AND BOARD
In recommending that the Company’s stockholders vote FOR the incumbent directors of Crown
Crafts over the slate nominated by the Wynnefield Group, Glass Lewis stated*:
| * | Permission to use quotations from the reports of Glass Lewis and ISS was neither sought nor obtained. |
“[W]e see notable growth in the Company’s stock price, rising approximately 491.2% over the
past fiscal year and approximately 593.1% over the past five years, as measured from the
closing price on June 25, 2007 prior to announcement of the proxy contest. In this respect,
the Company has outshone its peers.”
“[W]e find that the compound annual growth rate derived from the Company’s net income
generally exceeded its peers over the prior one-, three-, and five-year period.”
“Overall, we find the Dissident’s plan for improvement to be lacking. While the Dissident
states its intention to improve corporate governance practices and deliver “improved
financial results,” the Dissident fails to disclose substantive details describing how it
plans to improve such results.” [emphasis added]
“In the absence of some credible suggestion (which is absent here) that the board is
self-interested, ill informed, refusing to act, entrenched, or poor at its company oversight
functions, we believe it is not in the best interests of shareholders to substitute their
judgment regarding the timing of strategic transactions for that of the board.” [emphasis
added]
“[T]he company appears to have completed its debt restructuring efforts and to be poised to
take advantage of strategic acquisitions that may ultimately enhance shareholder value. In
addition, we note that the Company has agreed to make certain corporate governance
improvements since the announcement of the proxy contest. . . . In our view, the
installation of the Dissident nominees on the board may disrupt these efforts without
necessarily providing any added benefit to the Company or its shareholders.
Accordingly, we recommend that shareholders vote the company (white) proxy card and vote FOR
all nominees.” [emphasis added]
In addition, in recommending the election of one of Wynnefield’s two nominees, Frederick
Wasserman, but not the other, Nelson Obus, Institutional Shareholder Services Inc. (ISS), another
leading independent proxy advisory firm, recognized that the Company’s management “has been able to
manage a successful turnaround,” noting that the Company’s “gross margin has increased from 22.6 to
25.1 percent and its operating margin from 7.3 to 10.9 percent from FY2003 through FY2007.” ISS
also stated that “management should be given credit for the Company’s financial restructuring and
streamlining operations.”
Under the guidance of current management and your Board, the Company has:
| • | increased stockholders’ equity by more than $50 million | ||
| • | reduced its debt from $48 million in July 2001 to $5.8 million as of April 1, 2007 | ||
| • | extinguished lender warrants without extraordinary cost to the Company | ||
| • | achieved six consecutive years of profitability |
Management and your Board deserve credit for these successes, and we urge you to support the
Company’s nominees for re-election.
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THE BOARD IS COMMITTED TO CROWN CRAFTS AND TO YOU
Your Board is committed to the Company’s stockholders, to increasing stockholder value and to
principles of best corporate governance. In response to the Wynnefield Group’s recent proposal to
settle its proxy contest, the Board offered:
| • | to add an eighth member to the Board who is not affiliated with either the Wynnefield Group or the Company | ||
| • | to form a nominating and governance committee, electing the new director to that committee | ||
| • | to have its Compensation Committee undertake a comprehensive review of the Company’s non-employee director fee structure, in conjunction with the Company’s independent compensation consultant |
The Board’s offer was rejected by the Wynnefield Group, which has chosen to continue this proxy
contest.
Do not be persuaded by the rhetoric of the Wynnefield Group — your Board is listening to the
Company’s stockholders, despite what Wynnefield may claim. Your Board’s view that the Wynnefield
Group’s nominees are not the best nominees for the Board is a view shaped by our past experiences
with the Wynnefield Group and its nominees. From that experience, your Board has unanimously
determined that neither of Wynnefield’s nominees is right to serve as a director of Crown Crafts.
RE-ELECT YOUR BOARD
VOTE THE WHITE PROXY CARD TODAY
VOTE THE WHITE PROXY CARD TODAY
We urge all stockholders for vote for the election of all nominees proposed by the Company’s
board. Your Board is unanimous in its opposition to the Wynnefield Group’s nominees and requests
that you discard any gold proxy card sent to you by the Wynnefield Group.
To vote your shares, please sign, date and return the enclosed WHITE proxy card by
mailing it in the enclosed pre-addressed, stamped envelope. You can also vote by internet or
telephone by following the instructions on the WHITE proxy card. If you have any questions
or need any assistance voting your shares, do not hesitate to contact Georgeson Inc., who is
assisting us in this matter, toll free at 1-888-605-7561.
We appreciate your continued support.
On behalf of your Board of Directors,
E. Randall Chestnut
Chairman, President and Chief Executive Officer
Chairman, President and Chief Executive Officer
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 America’s
largest producer of infant
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bedding, bibs and bath items. The Company’s 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 management’s 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 Company’s periodic
filings with the Securities and Exchange Commission for factors that may impact the Company’s
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.
Contact:
|
Chris Hayden | |
| Georgeson Inc. | ||
| (212) 440-9850 | ||
| or | ||
| Olivia Elliott | ||
| Secretary — Treasurer | ||
| (225) 647-9124 |
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