UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 22)

 

 

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, 26th Floor

New York, New York 10019

(212) 541-6222


 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 31, 2013


  (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 10 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

222,339 (See Item 5)

 

  8

SHARED VOTING POWER

0

 

  9

SOLE DISPOSITIVE POWER

222,339 (See Item 5)

 

  10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

222,339 (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)

2.3%

 

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

       

 

 
 

 

CUSIP No. 228309100      13D/A  Page 3 of 10 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

395,518 (See Item 5)

 

  8

SHARED VOTING POWER

0

 

  9

SOLE DISPOSITIVE POWER

395,518 (See Item 5)

 

  10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,518 (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)

4.0%

 

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

       

 

 
 

 

CUSIP No. 228309100      13D/A  Page 4 of 10 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

617,857 (See Item 5)

 

  8

SHARED VOTING POWER

0

 

  9

SOLE DISPOSITIVE POWER

617,857 (See Item 5)

 

  10

SHARED DISPOSITIVE POWER

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

617,857 (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)

6.3%

 

14

TYPE OF REPORTING PERSON (See Instructions)

OO (Limited Liability Company)

 

       

 

 
 

 

CUSIP No. 228309100      13D/A  Page 5 of 10 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 6 of 10 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

2,000 (See Item 5)

 

  8

SHARED VOTING POWER

617,857

 

  9

SOLE DISPOSITIVE POWER

2,000 (See Item 5)

 

  10

SHARED DISPOSITIVE POWER

617,857

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

619,857 (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)

6.3%

 

14

TYPE OF REPORTING PERSON (See Instructions)

IN

 

       

 

 
 

 

CUSIP No. 228309100      13D/A  Page 7 of 10 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

617,857 (See Item 5)

 

 

  9

SOLE DISPOSITIVE POWER

 0

 

  10

SHARED DISPOSITIVE POWER

617,857 (See Item 5)

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

617,857 (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)

6.3%

 

14

TYPE OF REPORTING PERSON (See Instructions)

IN

 

       

 

 
 

 

CUSIP No. 228309100      13D/A  Page 8 of 10 Pages

 

This Amendment No. 22 (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, as further amended by Amendment No. 12 filed on June 28, 2010, as further amended by Amendment No. 13 filed on January 10, 2011, as further amended by Amendment No. 14 filed on May 26, 2011, as further amended by Amendment No. 15 filed on June 1, 2011, as further amended by Amendment No. 16 filed on July 18, 2011, as further amended by Amendment No. 17 filed on August 16, 2011, as further amended by Amendment No. 18 filed on December 10, 2012, as further amended by Amendment No. 19 filed on December 21, 2012 as, further amended by Amendment No. 20 filed on January 9, 2013, and as further amended by Amendment No. 21 filed on January 29, 2013 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, par value $0.01 (the “Common Stock”) 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 as follows:

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $1,830,360 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a), (b) and (c) As of  February 7, 2013, the Wynnefield Reporting Persons beneficially owned in the aggregate 619,857 shares of Common Stock, constituting approximately 6.3% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 9,804,248 shares of Common Stock outstanding as of October 31, 2012, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on November 13, 2012).

 

Name Number of Common Stock Percentage of Outstanding
Common Stock
     
Partners 222,339 2.3%
     
Partners I 395,518 4.0%
     
Plan 2,000 .02%

 

WCM is the sole general partner of Partners and 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 Stock that Partners and Partners I beneficially own. WCM, as the sole general partner of Partners and Partners I, has the sole power to direct the voting and disposition of the Common Stock that Partners and 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 Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of the Fund 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 Stock that the Fund beneficially owns. WCI, as the sole investment manager of the Fund, has the sole power to direct the voting and disposition of the Common Stock that the Fund beneficially owns. Messrs. Obus and Landes are the executive officers of WCI and, accordingly, each 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 Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

 
 

 

CUSIP No. 228309100      13D/A  Page 9 of 10 Pages

 

 

The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Plan beneficially owns. 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 shares of Common Stock that the Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock 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) 619,857 Common Stock, constituting approximately 6.3% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 9,804,248 shares of Common Stock outstanding as of October 31, 2012, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on November 13, 2012).

 

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 the Wynnefield Reporting Persons disclaims any beneficial ownership of the shares of Common Stock covered by this Schedule 13D except to the extent of their individual respective pecuniary interest in such securities.

 

The Wynnefield Reporting Persons have sold shares of Common Stock in open market transactions with brokers during the last 60 days, as follows:

 

Name Date Number of Shares Price Per Share
       
Partners December 10, 2012 6,674 $5.90
Partners I December 10, 2012 9,857 $5.90
Fund December 10, 2012 5,569 $5.90
Partners December 11, 2012 2,265 $5.91
Partners I December 11, 2012 3,345 $5.91
Fund December 11, 2012 1,890 $5.91
Partners December 12, 2012 1,117 $5.61
Partners I December 12, 2012 1,650 $5.61
Fund December 12, 2012 933 $5.61
Partners December 14, 2012 679 $5.30
Partners I December 14, 2012 1,002 $5.30
Fund December 14, 2012 566 $5.30
Partners December 18, 2012 906 $5.10
Partners I December 18, 2012 1,338 $5.10
Fund December 18, 2012 756 $5.10
Partners December 19, 2012 68 $5.10
Partners I December 19, 2012 101 $5.10
Fund December 19, 2012 56 $5.10
Partners December 20, 2012 14,315 $5.10
Partners I December 20, 2012 21,188 $5.10
Fund December 20, 2012 11,897 $5.10
Partners December 21, 2012 3,533 $5.03
Partners I December 21, 2012 5,230 $5.03
Fund December 21, 2012 2,937 $5.03
Partners December 27, 2012 23,563 $4.98
Partners I December 27, 2012 34,762 $4.98
Partners December 28, 2012 3,515 $5.00
Partners I December 28, 2012 5,185 $5.00
Partners December 31, 2012 4,444 $4.97
Partners I December 31, 2012 6,556 $4.97
Partners January 2, 2013 13,783 $5.08
Partners I January 2, 2013 20,417 $5.08
Partners January 2, 2013 7,657 $5.04
Partners I January 2, 2013 11,343 $5.04
Partners January 3, 2013 1,167 $5.00
Partners I January 3, 2013 1,833 $5.00
Partners January 4, 2013 14,354 $4.95
Partners I January 4, 2013 22,546 $4.95
Partners January 4, 2013 7,780 $5.00
Partners I January 4, 2013 12,220 $5.00
Partners January 7, 2013 15,171 $5.02
Partners I January 7, 2013 23,829 $5.02
Partners January 8, 2013 5,835 $5.01
Partners I January 8, 2013 9,165 $5.01
Partners January 9, 2013 19,450 $5.00
Partners I January 9, 2013 30,550 $5.00
Partners January 11, 2013 1,284 $5.03
Partners I January 11, 2013 2,016 $5.03
Partners January 14, 2013 2,702 $5.01
Partners I January 14, 2013 4,298 $5.01
Partners January 15, 2013 1,155 $5.00
Partners I January 15, 2013 1,845 $5.00
Partners January 16, 2013 2,695 $5.02
Partners I January 16, 2013 4,305 $5.02
Partners January 18, 2013 1,155 $5.00
Partners I January 18, 2013 1,845 $5.00
Partners January 22, 2013 3,850 $5.02
Partners I January 22, 2013 6,150 $5.02
Partners January 23, 2013 539 $4.96
Partners I January 23, 2013 861 $4.96
Partners January 23, 2013 47,971 $4.95
Partners I January 23, 2013 76,629 $4.95
Partners January 24, 2013 9,625 $4.95
Partners I January 24, 2013 15,375 $4.95
Partners January 24, 2013 1,732 $4.95
Partners I January 24, 2013 2,768 $4.95
Partners January 25, 2013 5,074 $4.95
Partners I January 25, 2013 8,105 $4.95
Partners January 29, 2013 4,866 $5.10
Partners I January 29, 2013 7,774 $5.10
Partners January 30, 2013 3,609 $5.15
Partners I January 30, 2013 5,765 $5.15
Partners January 31, 2013 63,267 $5.15
Partners I January 31, 2013 101,064 $5.15
Partners February 1, 2013 2,999 $5.23
Partners I February 1, 2013 4,790 $5.23
Partners February 4, 2013 3,039 $5.20
Partners I February 4, 2013 4,833 $5.20
Partners February 5, 2013 910 $5.20
Partners I February 5, 2013 1,453 $5.20
Partners February 6, 2013 3,492 $5.24
Partners I February 6, 2013 5,579 $5.24

 

On December 26, 2012, the Fund transferred 291,688 shares of Common Stock (representing all of the shares of Common Stock beneficially owned by it) to Partners I as part of a rebalancing of the portfolio of the Wynnefield Reporting Persons.

 

(d) and (e) Not Applicable

 

  

 
 

 

CUSIP No. 228309100      13D/A  Page 10 of 10 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: February 7, 2013

 

  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 CAPITAL MANAGEMENT, LLC
     
  By:   /s/ Nelson Obus
     Nelson Obus, Co-Managing Member
   
   
 

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