- Amended Statement of Beneficial Ownership (SC 13D/A)
January 10 2011 - 2:48PM
Edgar (US Regulatory)
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
|
|
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.
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
|
|
|
|
|
|
|
|
|
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. PROFIT SHARING
&
MONEY PURCHASE PLAN
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
Nelson
Obus, Portfolio Manager
|
|
|
|
|
|
/s/
Nelson Obus
|
|
Nelson
Obus, Individually
|
|
|
|
|
|
|
|
Joshua
H. Landes,
Individually
|
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