Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 11)


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)

April 30, 2010
  (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 18 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)
6.17%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 3 of 18 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)
6.96%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 4 of 18 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)
3.80%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 5 of 18 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  
1,209,938 (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)
13.13%
 
14
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 6 of 18 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  
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)
3.80%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 7 of 18 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)
0.13%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 8 of 18 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  
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)
17.08%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 9 of 18 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  
 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)
16.93%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
 
 
 
 
CUSIP No. 228309100    
 13D/A
 Page 10 of 18 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)
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
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 18 Pages
 
This Amendment No. 11 (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 and as further amended by Amendment No. 10 filed on August 18, 2009 (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 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
Wynnefield Reporting Persons.
 
The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $1,409,683 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Person who directly beneficially owns such securities.
 
Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
 
On April 30, 2010, the Wynnefield Reporting Persons delivered to Mr. E. Randall Chestnut, the Issuer’s Chairman of the Board, President and Chief Executive Officer, a letter dated April 30, 2010, notifying the Issuer that the Wynnefield Reporting Persons were exercising certain rights pursuant to a Governance and Standstill Agreement dated as of July 1, 2008 (the “Agreement”), between the Issuer and the Wynnefield Reporting Persons.  A copy of the Agreement is filed as Exhibit 7 to the Wynnefield Reporting Persons’ Schedule 13D filed with the Securities and Exchange Commission on July 7, 2008, and is incorporated by reference herein.
 
CUSIP No. 228309100    
 13D/A
 Page 12 of 18 Pages
 
In the letter delivered to Mr. Chestnut, the Wynnefield Reporting Persons requested pursuant to Section 2(d) of the Agreement, that the Issuer use its reasonable best efforts to obtain the resignation from the Board of Directors of one director (other than a Wynnefield Designee or a Class I Director), such resignation to be effective not later than thirty (30) days prior to the latest date that notice can be given to the company of a stockholder ’s intention to nominate a person for election to the Board at the Issuer’s 2010 Annual Meeting of Stockholders.

A copy of the letter is filed herewith and attached hereto as Exhibit 9 and is incorporated by reference herein. Any description herein of the Wynnefield Reporting Persons’ letter dated April 30, 2010, is qualified in its entirely by reference to the attached Exhibit 9.

The Wynnefield Reporting Persons are currently considering the nomination of one or more individuals for election to the Issuer’s Board of Directors at the Issuer’s 2010 Annual Meeting of Stockholders. In the event the Wynnefield Reporting Persons determine to pursue the election of any nominees to the Issuer’s Board of Directors, the Wynnefield Reporting Persons will file a proxy statement with the Securities and Exchange Commission and intend to solicit proxies on behalf of any such nominees.

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 5.  Interest in Securities of the Issuer

Item 5 (a)-(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)-(c). As of April 30, 2010, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,573,573 Common Shares, constituting approximately 17.08% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 9,214,915 Common Shares outstanding as of February 5, 2010, as set forth in the Issuer’s most recent quarterly report on Form 10-Q for the period ended December 27, 2009, filed with the Securities and Exchange Commission on February 10, 2010). The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Shares
Percentage of Outstanding Common
Wynnefield Partners
568,908
6.17%
Wynnefield Partners I
641,030
6.96%
Wynnefield Offshore
350,035
3.80%
Channel
11,600
0.13%
Profit Sharing Plan
2,000
0.02%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, shares with the other the power to direct the voting and disposition of the Common Shares that WCM may be deemed to beneficially own. 
 
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are the principal executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the principal executive officers of WCI, shares with the other the power to direct the voting and disposition of the Common Shares that WCI may be deemed to beneficially own.
 
The Profit Sharing Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Profit Sharing Plan and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that the Profit Sharing Plan may be deemed to beneficially own. Mr. Obus, as the portfolio manager of the Profit Sharing Plan, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by the Profit Sharing Plan.

Mr. Obus is the general partner of Channel and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Channel may be deemed to beneficially own. Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by Channel.
 
 
 
Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,573,573 Common Shares, constituting approximately 17.08% of the outstanding Common Shares (the percentage of shares owned being based upon 9,214,915 Common Shares outstanding as of February 5, 2010, as set forth in the Issuer’s most recent quarterly report on Form 10-Q for the period ended December 27, 2009, filed with the Securities and Exchange Commission on February 10, 2010).
 
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
 
To the best knowledge of the Wynnefield Reporting Persons, except as described in this Schedule 13D, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares, and there have been no transactions in the Common Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.
 
Item 7.  Material to be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby amended by the addition of the following.
 
 
 

Exhibit 9    Letter to the Issuer dated April 30, 2010.

 
 
 
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: May 3, 2010
 
     
 
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
   
 
 
 
 
     
 
WYNNEFIELD CAPITAL, INC.
     
 
By:  
/s/ Nelson Obus
 
Nelson Obus, President
 
 
WYNNEFIELD CAPITAL, INC.  PROFIT  SHARING
& MONEY PURCHASE PLAN
     
 
By:  
/s/ Nelson Obus
 
Nelson Obus, Managing Member
   
   
 
/s/ Nelson Obus
 
Nelson Obus, Individually
   
   
 
/s/ Joshua H. Landes
 
Joshua H. Landes, Individually
 
 
 
 

 
 
 
CUSIP No. 228309100    
 13D/A
 Page 18 of 18 Pages
 
Exhibit 9
 

WYNNEFIELD CAPITAL, INC.

450 7th Avenue, Suite 509
New York, NY 10123

 
NELSON OBUS
  (212) 760-0134
 
JOSHUA LANDES
  (212) 760-0814
Tel: (212) 760-0814
MAX BATZER
  (212) 760-0330
Fax: (212) 760-0824
 PETER BLACK   (212) 760-0742 
www.wynnefieldcapital.com
STEPHEN ZELKOWICZ
  (212) 760-0278


April 30, 2010

VIA FACSIMILE (225) 647-9112 and FEDERAL EXPRESS


Mr. E. Randall Chestnut
Crown Crafts, Inc.
916 South Burnside Avenue
Gonzales, Louisiana 70737


 
Re:
Governance and Standstill Agreement dated as of July 1, 2008 (the “Agreement”)
 
Dear Mr. Chestnut:

Pursuant to Section 2(d) of the above referenced Agreement, the Wynnefield Group hereby requests that the Company use its reasonable best efforts to obtain the resignation from the Board of Directors of one director (other than a Wynnefield Designee or a Class I Director), such resignation to be effective not later than thirty (30) days prior to the latest date that notice can be given to the company of a stockholder’s intention to nominate a person for election to the Board at the Company’s 2010 Annual Meeting of shareholders.  Capitalized terms not defined herein shall have the meaning ascribed in the Agreement.

Please contact me if you have any questions or would like to discuss this matter.

Sincerely,
Wynnefield Capital, Inc

By:  /s/ Nelson Obus        
Nelson Obus
President
cc:
Steven E. Fox, Esq., (via facsimile (404) 230-0938)
 
Jeffery S. Tullman, Esq.