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CROWN CRAFTS INC — Proxy Solicitation & Information Statement 2007
Jun 29, 2007
34800_rns_2007-06-29_e0aef460-bbd7-450a-87d1-17ba11a759b0.zip
Proxy Solicitation & Information Statement
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DEFA14A 1 d47919defa14a.htm SOLICITING MATERIAL defa14a PAGEBREAK
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (Amendment No. )
Filed by the Registrant þ 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 |
| o | Definitive Additional Materials |
| þ | 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):
| þ | 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: |
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For immediate release June 29, 2007
Crown Crafts Acknowledges Filing of Wynnefield Form 13D
Gonzales, Louisiana Crown Crafts, Inc. (OTCBB: NASDAQ-CM) (the Company) announced today that Wynnefield Partners Small Cap Value, L.P. (Wynnefield), which, together with its affiliates, owns 14.6% of the Companys outstanding shares, filed an amended Form 13D with the SEC announcing its intention to nominate to the Companys Board of Directors (the Board) Mr. Nelson Obus, one of Wynnefields principals, and Mr. Frederick G. Wasserman, who has served since November 2005, on behalf of Wynnefield, as an unpaid, non-voting Board observer. The Company yesterday terminated Mr. Wassermans status as an observer.
The Board has guided the Company through a very difficult period in which the Company has reduced debt from $48 million in 2001 to $5.8 million and improved stockholders equity from ($16.8 million) in 2001 to $36.8 million. During this same period, the Companys market capitalization has increased from $1.7 million to $41.9 million.
The Board intends to nominate three current directors for re-election at its 2007 annual meeting of stockholders: E. Randall Chestnut, the Companys Chairman of the Board, President and Chief Executive Officer and a Board member since 1995; William T. Deyo, a principal of Goddard Investment Group, LLC and a Board member since 2001; and Steven E. Fox, a partner with Rogers & Hardin LLP and a Board member since 2001. The Company intends to make a preliminary filing with the SEC of its proxy materials with respect to the annual meeting as soon as practicable.
The Company strongly advises all stockholders to read the Companys proxy statement in its entirety when it becomes available because it will contain important information. The Company will send its proxy statement, together with its annual report, to all stockholders of record, and the proxy statement will also be available at no charge on the SECs website at www.sec.gov . In addition, the Company will provide copies of the proxy statement and annual report without charge upon request. Request for copies should be directed to the participants proxy solicitor, Georgeson Inc., at its toll free number: 1-800-223-2064.
The participants in the anticipated proxy solicitation are the Company and its directors, who beneficially own the number of outstanding shares of the Company indicated below. Additional information regarding the participants will be included in the Companys proxy statement.
| E. Randall Chestnut | 781,102 |
|---|---|
| Donald Ratajczak | 33,001 |
| William T. Deyo, Jr. | 13,001 |
| Steven E. Fox | 13,001 |
| Sidney Kirschner | 13,001 |
| James A. Verbrugge | 13,001 |
| Zenon S. Nie | 6,001 |
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Crown Crafts, Inc. designs, markets and distributes infant and juvenile consumer products, including bedding, blankets, bibs, bath items and accessories, and luxury hand-woven home décor. Its subsidiaries include Hamco, Inc. in Louisiana, Crown Crafts Infant Products, Inc. in California, and Churchill Weavers, Inc. in Kentucky. 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.
| Contact: |
|---|
| Georgeson Inc. |
| (212) 440-9850 |
| or |
| Olivia Elliott |
| Secretary Treasurer |
| (225) 647-9124 |
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