CROWN CRAFTS INC — Major Shareholding Notification 2007

Dec 4, 2007

SC 13D/A 1 v095745_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 7)

Under the Securities Exchange Act of 1934

Crown Crafts, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

228309100

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26 th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 3, 2007

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o .

CUSIP No. 228309100 13D/A Page 2 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield
Partners Small Cap Value, L.P. 13-3688497 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 522,600
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 522,600
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 522,600
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9 % | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) PN | |

CUSIP No. 228309100 13D/A Page 3 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield
Partners Small Cap Value, L.P. I 13-3953291 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 594,000
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 594,000
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 594,000
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9 % | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) PN | |

CUSIP No. 228309100 13D/A Page 4 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield
Small Cap Value Offshore Fund, Ltd. (No
IRS Identification No.) | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 335,135
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 335,135
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,135
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3
% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. 228309100 13D/A Page 5 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield
Capital Management, LLC 13-4018186 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION New
York | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 1,116,600
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 1,116,600
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,116,600
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2
% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) OO
(Limited Liability Company) | |

CUSIP No. 228309100 13D/A Page 6 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield
Capital, Inc. 13-3688495 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 335,135
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 335,135
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,135
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4
% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. 228309100 13D/A Page 7 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Channel
Partnership II, L.P. 22-3215653 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION New
York | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 11,600
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 11,600
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,600
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1
% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) PN | |

CUSIP No. 228309100 13D/A Page 8 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Nelson
Obus | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) N/A | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 1,463,335
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 1,463,335
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,463,335
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) IN | |

CUSIP No. 228309100 13D/A Page 9 of 11 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Joshua
Landes | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (See Instructions) N/A | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(E) ࿇ | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 1,451,735
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 1,451,735
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,451,735
(See Item 5) | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) ࿇ | |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) IN | |

CUSIP No. 228309100 13D/A Page 10 of 11 Pages

This Amendment No. 7 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on May 17, 2002, as further amended by Amendment No. 1 filed on January 28, 2003, and as further amended by Amendment No. 2 filed on February 20, 2003, and as further amended by Amendment No. 3 filed on May 12, 2003, and as further amended by Amendment No. 4 filed on June 28, 2007, and as further amended by Amendment No. 5 filed on July 31, 2007, and as further amended by Amendment No. 6 filed on October 11, 2007 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons with respect to shares of common stock, par value $.001 (the “Common Shares”) of Crown Crafts, Inc. (the “Issuer”), whose principal executive offices are located at 916 South Burnside Avenue, Gonzales, Louisiana 70737. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On December 3, 2007, the Wynnefield Reporting Persons delivered to the Issuer’s board of directors a letter dated December 3, 2007.

A copy of the letter is filed herewith and attached hereto as Exhibit 6 and is incorporated herein by reference. Any description herein of the Wynnefield Reporting Persons’ letter dated December 3, 2007 is qualified in its entirely by reference to the attached Exhibit 6.

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the board of directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, selling Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to including the following:

Exhibit 6 Letter to Issuer's Board dated December 3, 2007

CUSIP No. 228309100 13D/A Page 11 of 11 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: December 4, 2007

| WYNNEFIELD
PARTNERS SMALL CAP
VALUE, L.P. | |
| --- | --- |
| By: | Wynnefield Capital Management, LLC, General
Partner |
| By: | /s/
Nelson Obus |
| | Nelson
Obus, Co-Managing Member |

| WYNNEFIELD
PARTNERS SMALL C AP
VALUE, L.P. I | |
| --- | --- |
| By: | Wynnefield Capital Management, LLC, General
Partner |
| By: | /s/ Nelson Obus |
| | Nelson
Obus, Co-Managing Member |

| WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD. | |
| --- | --- |
| By: | Wynnefield Capital, Inc. |
| By: | /s/ Nelson Obus |
| | Nelson
Obus, President |

| CHANNEL
PARTNERSHIP II, L.P. | |
| --- | --- |
| By: | /s/ Nelson Obus |
| | Nelson
Obus, General Partner |

| WYNNEFIELD
CAPITAL MANAGEMENT, LLC | |
| --- | --- |
| By: | /s/ Nelson Obus |
| | Nelson
Obus, Co-Managing Member |

| WYNNEFIELD
CAPITAL, INC. | |
| --- | --- |
| By: | /s/ Nelson Obus |
| | Nelson
Obus, President |

/s/ Nelson Obus
Nelson
Obus, Individually

/s/ Joshua H. Landes
Joshua
H. Landes, Individually

Exhibit 6 $$/page=