August 4, 2010
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mellissa C. Duru
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Re: |
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Crown Crafts, Inc.
Definitive Additional Soliciting Materials on Schedule 14A
Filed July 29, 2010
File No. 1-07604 |
Ladies and Gentlemen:
Crown Crafts, Inc., a Delaware corporation (the Company), hereby transmits for filing the
Companys responses to comments of the Staff contained in the letter from Mellissa C. Duru to the
undersigned dated July 30, 2010.
With respect to the Companys assertion regarding severe losses suffered by shareholders of
Alliance Semiconductor Corporation (Alliance), the Company provides the following additional
information:
As noted in the Companys letter to its stockholders dated July 19, 2010, Mr. Keating served
as President and Chief Executive Officer of Alliance from December 2005 until September 2008,
initially in an interim capacity. While Mr. Keating was serving in those roles, Alliance invested
$59.4 million of the cash proceeds from sales of its operating assets in auction-rate securities,
more than 90% of which was written off during Alliances 2009 fiscal year at a time when they
comprised approximately 68% of Alliances total remaining assets. During Alliances 2009 fiscal
year, its closing stock price declined from $1.11 on March 31, 2008 to $0.185 on March 31, 2009.
The Company hereby acknowledges that if the Company addresses these matters in any future
filings, the Company will clarify the basis for its statements and will note that there may have
been other factors, in addition to Mr. Keatings service with Alliance, that contributed to such losses.
With respect to the Companys assertions regarding the compensation received by nominees of
Wynnefield Partners Small Cap Value, L.P. and certain of its affiliates (the Wynnefield Group) at
other companies, the Company provides the following additional information:
In the referenced filing, the Company stated that, In 2009, Mr. Keating received more than
$57,000 as a director of White Electronic Designs Corp., more than $40,000 of which was in cash,
Securities and Exchange Commission
August 4, 2010
Page 2
and one of the Wynnefield Groups principals, Max Batzer, has received annual compensation
ranging from $156,000 to $170,000 over each of the past three years for serving as a director of
Cornell Companies, Inc., another of the Wynnefield Groups portfolio holdings.
The foregoing information pertaining to Mr. Keating is included in the Definitive Proxy
Statement of White Electronic Designs Corporation (WEDC) filed with the Commission on January 26,
2010. Mr. Keating was first added to the Board of Directors of WEDC in connection with an
Agreement dated as of February 4, 2009 between, among others, WEDC and the Wynnefield Group.
The foregoing information pertaining to Mr. Batzer is included in the Definitive Proxy
Statements of Cornell Companies, Inc. (Cornell) filed with the Commission on April 25, 2008, with
respect to 2007 compensation, and on April 28, 2009, with respect to 2008 compensation, and in
Cornells Annual Report on Form 10-K/A filed with the Commission on April 30, 2010, with respect to
2009 compensation. Mr. Batzer was first added to the Board of Directors of Cornell in connection
with an Agreement dated as of March 9, 2007 between, among others, Cornell and the Wynnefield
Group.
The Company hereby acknowledges that if the Company addresses these matters in any future
filings, the Company will clarify the basis for its statements.
The Company hereby acknowledges that: (i) the Company is responsible for the adequacy and
accuracy of the disclosure in the referenced filing; (ii) Staff comments or changes to the
disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the referenced filing; and (iii) the Company may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.
Any comments or questions regarding the Companys soliciting materials or this letter should
be directed to the undersigned by telephone at (225) 647-9111 or by facsimile at (225) 647-9112.
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Sincerely,
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/s/ E. Randall Chestnut
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E. Randall Chestnut |
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Chairman, President and Chief
Executive Officer |
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