Wynnefield Group Reaches Governance and Voting Agreement with Crown Crafts
July 03 2008 - 12:50PM
PR Newswire (US)
- Wynnefield Nominee Joseph Kling Joins Crown Crafts Board - NEW
YORK, July 3 /PRNewswire/ -- The Wynnefield Group, the largest
stockholder in Crown Crafts Inc. (NASDAQ:CRWS), announced today
that on July 1, 2008 it entered into a governance and voting
agreement with Crown Crafts, settling Wynnefield's proxy
solicitation to elect two members to the Crown Crafts Board of
Directors. As part of this agreement, Crown Crafts has appointed to
its Board of Directors Wynnefield nominee Joseph Kling, who will be
re-nominated for election to the Board at the company's upcoming
annual meeting of stockholders on August 12, 2008. In addition, the
Crown Crafts Board of Directors has formed a Strategic Review
Committee to explore strategic alternatives to create value for all
of the company's stockholders. The Strategic Review Committee will
issue its report and recommendations to the Board by March 1, 2009.
Immediately following Crown Crafts' annual meeting of stockholders
this year, the company's Board will be reduced to seven members,
including Joseph Kling and Frederick G. Wasserman, who was
nominated by the Wynnefield Group and elected to the Crown Crafts
Board in August 2007. Mr. Kling previously served for 19 years as a
member of the Board of Directors of Russ Berrie and Company, Inc.,
an NYSE-listed company specializing in the gift and juvenile
products industry. Recently, Mr. Kling served as CEO of
View-Master-Ideal, a toy manufacturer, and he currently serves as
President and CEO of MLJ, Inc., a privately-held consulting company
focused on the toy industry and infant and juvenile apparel
industries. Under the agreement, the Wynnefield Group has also been
permitted to acquire up to an aggregate of 20% of all outstanding
shares of Crown Crafts common stock. Additionally, the Wynnefield
Group has agreed not to engage in any proxy solicitation activities
with respect to Crown Crafts through August 2009. Nelson Obus,
General Partner of the Wynnefield Group, said, "We are very pleased
that Crown Crafts has accepted this amicable compromise, which
demonstrates Wynnefield's commitment to seek conciliatory avenues
to resolve the serious concerns we have had about the company's
governance and performance. Ultimately, our foremost goal continues
to be the creation of value for the benefit of all stockholders in
the company. We are excited to move forward with the company and
its Board in the exploration of alternatives that will meet this
goal." Wynnefield is Crown Crafts' largest stockholder (holding
some 15.6% of the outstanding shares), and is a long-term investor
in the company. About the Wynnefield Group: The Wynnefield Group is
Crown Crafts' largest shareholder, holding 15.6% of the company's
outstanding common stock. Wynnefield is a long-term investor in
Crown Crafts, having first invested in the company about eight
years ago. The Wynnefield Group includes several affiliates of
Wynnefield Capital, Inc. (WCI), a value investor specializing in
U.S. small cap situations that have company- or industry-specific
catalysts. WCI was established in 1992. Its founding partners,
Nelson Obus and Joshua Landes, held senior research and
institutional equity positions at Lazard Freres & Co. during
the 1980s, and the initial Wynnefield investors included many of
their colleagues at Lazard. The fund has grown to approximately
$450 million under management. Nelson Obus currently serves on the
board of directors of Layne Christensen Company (NASDAQ:LAYN),
serving on its audit committee and compensation committee. CONTACT:
Joseph Kuo Ruth Pachman of Kekst and Company 212-521-4800
DATASOURCE: Wynnefield Group CONTACT: Joseph Kuo or Ruth Pachman of
Kekst and Company, +1-212-521-4800, for Wynnefield Group
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