CROWN CRAFTS INC — Major Shareholding Notification 2011

Jan 10, 2011

SC 13D/A 1 v207628_sc13d-a.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 13)

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)

January 10, 2011

(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 14 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 568,908
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 568,908
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,908
(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) 5.95% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) PN | |

CUSIP No. 228309100 13D/A Page 3 of 14 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 641,030
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 641,030
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 641,030
(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) 6.71% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) PN | |

CUSIP No. 228309100 13D/A Page 4 of 14 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 350,035
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 350,035
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,035
(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) 3.66% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. 228309100 13D/A Page 5 of 14 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) AF | |
| 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 1,209,938
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 1,209,938 (See
Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,938
(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) 12.66% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) OO
(Limited Liability Company) | |

CUSIP No. 228309100 13D/A Page 6 of 14 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) AF | |
| 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 350,035
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 350,035
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,035
(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) 3.66% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. 228309100 13D/A Page 7 of 14 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) 0.12% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) PN | |

CUSIP No. 228309100 13D/A Page 8 of 14 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) AF | |
| 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 13,600
(See Item 5) |
| | 8 | SHARED
VOTING POWER 1,559,973 |
| | 9 | SOLE
DISPOSITIVE POWER 13,600
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 1,559,973 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,573,573
(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) 16.47% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) IN | |

CUSIP No. 228309100 13D/A Page 9 of 14 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) AF | |
| 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 0 |
| | 8 | SHARED
VOTING POWER 1,559,973
(See Item 5) |
| | 9 | SOLE
DISPOSITIVE POWER 0 |
| | 10 | SHARED
DISPOSITIVE POWER 1,559,973
(See Item 5) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,559,973
(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) 16.33% | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) IN | |

CUSIP No. 228309100 13D/A Page 10 of 14 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield
Capital, Inc. Profit Sharing & Money Purchase Plan | |
| --- | --- | --- |
| 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 2,000
(See Item 5) |
| | 8 | SHARED
VOTING POWER 0 |
| | 9 | SOLE
DISPOSITIVE POWER 2,000
(See Item 5) |
| | 10 | SHARED
DISPOSITIVE POWER 0 |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
(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) 0.02 % | |
| 14 | TYPE
OF REPORTING PERSON (See Instructions) CO | |

CUSIP No. 228309100 13D/A Page 11 of 14 Pages

This Amendment No. 13 (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, as further amended by Amendment No. 2 filed on February 20, 2003, as further amended by Amendment No. 3 filed on May 12, 2003, as further amended by Amendment No. 4 filed on June 28, 2007, as further amended by Amendment No. 5 filed on July 31, 2007, as further amended by Amendment No. 6 filed on October 11, 2007, as further amended by Amendment No. 7 filed on December 4, 2007, as further amended by Amendment No. 8 filed on June 30, 2008, as further amended by Amendment No. 9 filed on July 7, 2008, as further amended by Amendment No. 10 filed on August 18, 2009 as further amended by Amendment No. 11 filed on May 3, 2010, and as further amended by Amendment No. 12 filed on June 28, 2010 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined below) with respect to shares of common stock, par value $0.01 (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 January 10, 2011, the Wynnefield Reporting Persons issued a press release criticizing the Issuer’s press release dated January 6, 2011, announcing a sharp reduction in the Issuer’s anticipated sales and earnings guidance for fiscal 2011. The Wynnefield Reporting Persons also called upon the Issuer’s Board of Directors to immediately form an independent special committee and hire appropriate advisors to explore all options to release stockholder value.

A copy of the Wynnefield Reporting Persons’ press release dated January 10, 2011 is filed herewith and attached hereto as Exhibit 10 and is incorporated by reference herein. Any description herein of the Wynnefield Reporting Persons’ press release dated January 10, 2011, is qualified in it’s entirely by reference to the attached Exhibit 10.

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 by the addition of the following.

CUSIP No. 228309100 13D/A Page 12 of 14 Pages

Exhibit 10 Press Release dated January 10, 2011.

CUSIP No. 228309100 13D/A Page 13 of 14 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: January 10, 2011

| 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 CAP 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 |

CUSIP No. 228309100 13D/A Page 14 of 14 Pages

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

| WYNNEFIELD
CAPITAL, INC. PROFIT SHARING &
MONEY PURCHASE PLAN | |
| --- | --- |
| By: | /s/
Nelson Obus |
| | Nelson
Obus, Portfolio Manager |
| | /s/
Nelson Obus |
| | Nelson
Obus, Individually |
| | /s/
Joshua H. Landes |
| | Joshua
H. Landes,
Individually |