UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 7)
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)
December
3, 2007
(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 11 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
522,600
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
522,600
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,600
(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)
5.9 %
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 3
of 11 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
594,000
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
594,000
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,000
(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)
5.9 %
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 4
of 11 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
335,135
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
335,135
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,135
(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)
3.3
%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 5
of 11 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
1,116,600
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,116,600
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,116,600
(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)
11.2
%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
(Limited Liability Company)
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 6
of 11 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
335,135
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
335,135
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,135
(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)
3.4
%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 7
of 11 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)
0.1
%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 8
of 11 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
1,463,335
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,463,335
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,335
(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)
14.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 9
of 11 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
1,451,735
(See Item 5)
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,451,735
(See Item 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,735
(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)
14.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||
|
CUSIP
No.
228309100
|
13D/A
|
Page 10
of 11 Pages
|
This
Amendment No. 7 (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, and as further amended by Amendment No. 2 filed on February
20, 2003, and as further amended by Amendment No. 3 filed on May 12, 2003,
and
as further amended by Amendment No. 4 filed on June 28, 2007, and as further
amended by Amendment No. 5 filed on July 31, 2007, and as further amended
by Amendment No. 6 filed on October 11, 2007 (collectively, the “Schedule 13D”)
by the Wynnefield Reporting Persons with respect to shares of common stock,
par
value $.001 (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
December 3, 2007, the Wynnefield Reporting Persons delivered to the Issuer’s
board of directors a letter dated December 3, 2007.
A
copy of
the letter is filed herewith and attached hereto as Exhibit 6 and is
incorporated herein by reference. Any description herein of the Wynnefield
Reporting Persons’ letter dated December 3, 2007 is qualified in its entirely by
reference to the attached Exhibit 6.
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 to including the following:
| Exhibit 6 |
Letter
to Issuer's Board dated December 3,
2007
|
|
CUSIP
No.
228309100
|
13D/A
|
Page 11
of 11 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:
December 4, 2007
| 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 |
||
| /s/ Nelson Obus | ||
|
Nelson Obus, Individually |
||
| /s/ Joshua H. Landes | ||
|
Joshua H. Landes, Individually |
||
Exhibit
6
