Re: | Crown Crafts, Inc. |
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Preliminary Proxy Statement on Schedule 14A |
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Filed June 29, 2010 |
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Amendment No. 1 to Preliminary Proxy Statement |
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Filed June 29, 2010 |
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File No. 1-07604 |
1. | As requested by the Staff, the Companys form of proxy has been marked as a Preliminary Copy, as provided in Rule 14a-6(e)(1). A marked revised copy is provided herewith. |
2. | The Company has concluded that no material contacts have taken place to date in respect of the current proxy contest between the Company and Wynnefield Partners Small Cap Value, L.P. or its affiliates (collectively, Wynnefield) that require discussion in the Companys Preliminary Proxy Statement on Schedule 14A. To date, all communications between the Company and Wynnefield regarding the proxy contest have been telephonic communications between the parties respective counsel, with the exception of two telephonic communications between Wynnefield or its representatives and individual directors of the Company. Additionally, although the Companys Nominating and Corporate Governance Committee was mindful of suggestions made by or on behalf of Wynnefield regarding individuals who might serve as directors of the Company in its deliberations regarding director nominees, the prior telephonic contacts between the |
parties or their representatives did not otherwise relate to material issues for the consideration of the Companys board that, in the Companys view, would require disclosure in the Companys Preliminary Proxy Statement on Schedule 14A. |
3. | As requested by the Staff, the Companys discussion of the Governance and Standstill Agreement dated July 1, 2008 in the Companys Preliminary Proxy Statement on Schedule 14A, a marked revised copy of which is provided herewith (the Revised Preliminary Proxy Statement), has been supplemented to reference material terms agreed to by the Company that might impact the 2010 annual meeting of the Companys stockholders. |
4. | As requested by the Staff, the Revised Preliminary Proxy Statement has been drafted so as to definitively reflect that Wynnefield is contesting the election of directors at the 2010 annual meeting of the Companys stockholders. |
5. | Amendment No. 1 to Preliminary Proxy Statement filed by the Company on June 29, 2010 removed the reference to the solicitation of proxies by other means so that only specified methods of solicitation were addressed therein. Accordingly, there is no reference to other means in the Revised Preliminary Proxy Statement. |
6. | The Company hereby confirms its understanding that all written soliciting materials, including any e-mails or scripts to be used in soliciting proxies, must be filed under the cover of Schedule 14A on the date of first use. |
7. | The Company does not intend to solicit proxies via internet chat rooms or other websites, although postings may be included on the Companys website at www.crowncrafts.com. A statement regarding the possibility of the Companys making such postings has been included in the Revised Preliminary Proxy Statement. The Company intends to comply with the requirements of Rules 14a-6, 14a-9 and 14a-12, as applicable, in connection with its solicitation activities. |
8. | As requested by the Staff, the information under the heading Solicitation of Proxies in the Revised Preliminary Proxy Statement has been drafted to include the information that is required by Item 4(b)(4) given that Wynnefield is in fact contesting the election of directors at the 2010 annual meeting of the Companys stockholders. |
9. | As requested by the Staff, the Revised Preliminary Proxy Statement provides that the Companys nominees have consented to being named therein and have agreed to serve, if elected, as provided in Rule 14a-4(d). |
10. | The Company has concluded that no disclosure is required in the Revised Preliminary Proxy Statement by Item 7 of Schedule 14A in regards to Item 401(f) of Regulation S-K. To the Companys knowledge, no reportable event under Item 401(f) has occurred. |
Sincerely, |
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/s/ E. Randall Chestnut |
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E. Randall Chestnut | ||||
Chairman, President and Chief Executive Officer |
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