August 2, 2007
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Station Place
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Mr. Daniel F. Duchovny
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Re:
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Crown Crafts, Inc. |
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Definitive Additional Soliciting Materials |
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Filed July 16, 2007 |
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File No. 001-07604 |
Ladies and Gentlemen:
Crown Crafts, Inc., a Delaware corporation (the Company), hereby transmits for filing the
Companys additional responses to comments of the Staff contained in the letter from Daniel F.
Duchovny to the undersigned dated July 20, 2007. For the Staffs convenience, the numbered
paragraphs below correspond to the applicable paragraph numbers in the Staffs July 20, 2007
comment letter.
1. The Company hereby acknowledges that each statement or assertion of opinion or belief must
be clearly characterized as such, and a reasonable factual basis must exist for each such opinion
or belief.
With respect to the Companys assertion that Mr. Wasserman had fully demonstrated that he was
simply a mouthpiece for Wynnefield, the Company provides the following additional information:
As noted in the Companys letter to its stockholders dated July 24, 2007, Mr. Wasserman has
attended, and participated in, all of the Companys Board meetings for the past 18 months as a
Board observer. In those meetings and through related correspondence, Mr. Wasserman has
P.O.
Box 1028 Gonzales, Louisiana 70707-1028 (225) 647-9100 Toll Free (800) 433-9560 Fax (225) 647-8331
Securities and Exchange Commission
August 2, 2007
Page 2
communicated the desires of Wynnefield to the Board, including Wynnefields desire that the Company
pursue a sale transaction, with his comments and responses regularly framed in terms of
Wynnefields desires and interests. In the view of the Company, Mr. Wasserman has not otherwise
contributed to these meetings in a material way.
With respect to the Companys assertion that the Wynnefield Groups actions disrupt [our]
operations or distract [our] employees with concerns about their future and that of the Company,
the Company provides the following additional information:
As also noted in the Companys letter to its stockholders dated July 24, 2007 and its letter
to the Staff dated July 27, 2007, the Company has reason to believe that the Wynnefield Group is
desirous of pursuing a sale of the Company. A number of employees of the Company have expressed
concerns about a sale of the Company and how such a transaction might impact their future
employment. Such concerns distract employees from day-to-day operations and could reasonably be
expected to cause employees to seek alternative employment, both of which are disruptive to the
Companys operations.
The Company hereby acknowledges that if the Company addresses either of the matters referenced
above in any future filings, the Company will clarify the basis for its beliefs.
3. With respect to the Companys assertion that the Wynnefield Group is responsible only to
its unnamed and undisclosed backers and has neither allegiance nor responsibility to the Companys
security holders and its assertion that the Wynnefield Groups nominees bring nothing to the table
but their dedication to Wynnefields agenda and the problematic balance they must strike between
their fiduciary duties to you . . . and their loyalties and obligations to the Wynnefield Group,
its investors and its desire to see a quick sale of the Company, the Company provides the
following additional information:
In its letter to the Staff dated July 27, 2007, the Company acknowledged that if the Company
addresses Wynnefields allegiance to its investors in any future filings, the Company will make
clear that, if elected, the Wynnefield Groups nominees will have fiduciary duties, as directors,
to all stockholders of the Company. As an investment fund, the Wynnefield Groups duties currently
are to its investors and clients, whose identities are not publicly available, and we are not aware
of any requirement that their identities be disclosed. However, in many cases, the investment
interests, plans and strategies of the Wynnefield Groups investors and clients may differ from
those of the Companys stockholders. Accordingly, if the Wynnefield Groups nominees are elected
as directors of the Company, they would be required to balance their duties to the Companys
stockholders with any they might have in other capacities to investors and clients of the
Wynnefield Group.
Securities and Exchange Commission
August 2, 2007
Page 3
Furthermore, as stated above and in our letter to the Staff dated July 27, 2007, the Company
has reason to believe that the Wynnefield Groups agenda includes a desire to see a sale of the
Company and that Mr. Wassermans past contributions to meetings of the Board have been limited to
communicating this and other desires of the Wynnefield Group.
Any comments or questions regarding the Companys soliciting materials or this letter should
be directed to the undersigned at telephone (225) 647-9122 or facsimile (225) 647-9104.
Thank you.
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Sincerely, |
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Amy Vidrine Samson |
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Chief Financial Officer |