The Wynnefield Group, the largest stockholder in Crown Crafts, Inc. (NASDAQ: CRWS), today sent the following letter to Crown Crafts stockholders in connection with the Company’s August 10, 2010 annual meeting of stockholders:
July 19, 2010 VOTE THE ENCLOSED GOLD PROXY CARD TODAY! Dear Fellow Crown Crafts Stockholder: We are writing to urge you to take action to protect your investment in Crown Crafts stock from a management-endorsed Board majority who seems more interested in protecting the status quo than growing the value of your investment. We are the Wynnefield Group, Crown Crafts’ largest stockholder, owning 1,573,573 shares or approximately 17% of the Company’s outstanding shares. As Crown Crafts stockholders for more than 14 years, we have had enough. We are nominating two highly qualified independent directors, Jon C. Biro and Melvin L. Keating, to the Company’s Board of Directors. Although they will only constitute a minority of the Board, our Nominees are committed to working constructively to design and implement both a strategic plan and the corporate governance changes necessary to increase value for all stockholders. Vote the GOLD proxy card for nominees who will work to enhance value for all stockholders and not merely serve the interests of management and the management-endorsed Board majority. THE CURRENT BOARD AND MANAGEMENT ARE RUNNING THE COMPANY FOR THEIR OWN BENEFIT…TO THE DETRIMENT OF STOCKHOLDERS While the Board awards itself and management with lavish compensation and severance arrangements, Crown Crafts’ stock has underperformed. The Company faces pressing business and governance issues which the management-endorsed Board majority has failed to address. Unless you act, we believe stockholders face potentially even more lost value.
|450 SEVENTH AVENUE, SUITE 509|
|NEW YORK, NY 10123|
A VOTE FOR WYNNEFIELD GROUP’S INDEPENDENT NOMINEES IS A VOTE FOR STOCKHOLDER VALUEThe issues we have raised are not new. We brought these issues before stockholders in 2007 and again in 2008. For many years, we have tried to work with management and the Board to create stockholder value, but unfortunately the management and its Board members have continued to rebuff our efforts. The management and Board are so comfortable in their entrenched positions — with the overly generous compensation they receive — that they refuse to address the fundamental issue of developing a strategy to increase value for stockholders. Our Nominees to the Board, two highly-qualified, independent business leaders — Jon C. Biro and Melvin L. Keating — will provide strong voices on behalf of all stockholders. These Nominees are committed to addressing the Company’s failures to create stockholder value. They will work to see that effective strategies are put in place to address Crown Crafts’ business challenges and to improve its governance. They will work to end the Board’s status quo approach that has provided great benefits to the current Board and management, without concomitant benefits to stockholders. Both Mr. Biro and Mr. Keating have the experience and expertise to work constructively with the Board to swiftly address deficiencies and to ensure that your interests are well-represented on the Board. You can read further about their qualifications in the enclosed proxy statement. There is a clear need for change and we ask that you support the Wynnefield Group’s Nominees to the Board by signing, dating and returning the GOLD proxy card today. VOTE FOR JON C. BIRO AND MELVIN L. KEATING ON THE GOLD PROXY CARD TODAY. We urge you to read our proxy materials carefully. If you have any questions or need additional information, please feel free to contact our proxy solicitor Okapi Partners at (877) 285-5990 (Toll-Free) or (212) 297-0720 (Call Collect).
|Very truly yours,|
|Wynnefield Partners Small Cap Value, LP|
|To elect the Wynnefield Group’s nominees, we urge all stockholders to sign and return the GOLD Proxy whether or not you have already returned a white proxy sent to you by the Company.|
|The Wynnefield Group urges all stockholders not to sign or return any white proxy sent to you by the Company.|
|Instead, the Wynnefield Group recommends that you use the GOLD Proxy and vote by mail or if you own your shares through a bank or a broker, you may vote by telephone or Internet.|
|If you have already returned the white proxy, you can effectively revoke it by voting the GOLD Proxy. Only your latest-dated proxy will be counted.|
|If you have any questions or need assistance in voting the GOLD Proxy, please contact our proxy solicitor, Okapi Partners, at the toll-free number or email address listed below.|
|Call Toll-Free: 1-877-285-5990|