UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 10)


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, 26 th Floor
New York, New York 10019
(212) 541-6222

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 18, 2009

  (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 18 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  
563,308 (See Item 5)
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
563,308 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,308 (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)
6.12%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 3 of 18 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  
631,750 (See Item 5)
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
631,750 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,750 (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)
6.86%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 4 of 18 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  
344,335 (See Item 5)
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
344,335 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,335 (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)
3.74%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 5 of 18 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  
1,195,058 (See Item 5)
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
1,195,058 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,195,058 (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)
12.98%
 
14
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 6 of 18 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  
344,335 (See Item 5)
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
344,335 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,335 (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)
3.74%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 7 of 18 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)
0.13%
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 8 of 18 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  
13,600 (See Item 5)
 
 
8
SHARED VOTING POWER
1,539,601
 
 
9
SOLE DISPOSITIVE POWER
13,600 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
1,539,601
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,993 (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)
16.86%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 9 of 18 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  
 0
 
8
SHARED VOTING POWER
1,539,185 (See Item 5)
 
 
 
9
SOLE DISPOSITIVE POWER
 0
 
10
SHARED DISPOSITIVE POWER
1,539,185 (See Item 5)
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,539,185 (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)
16.71%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 10 of 18 Pages
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan
 
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
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER  
2,000 (See Item 5)
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
2,000 (See Item 5)
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 (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)
0.02%
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 

 
 

 
 
CUSIP No. 228309100    
 13D/A
 Page 11 of 18 Pages
 
This Amendment No. 10 (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, as further amended by Amendment No. 2 filed on February 20, 2003, as further amended by Amendment No. 3 filed on May 12, 2003, as further amended by Amendment No. 4 filed on June 28, 2007, as further amended by Amendment No. 5 filed on July 31, 2007, as further amended by Amendment No. 6 filed on October 11, 2007, as further amended by Amendment No. 7 filed on December 4, 2007, as further amended by Amendment No. 8 filed on June 30, 2008 and as further amended by Amendment No. 9 filed on July 7, 2008 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined below) with respect to shares of common stock, par value $0.01 (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 2. Identity and Background.

Item 2 (a),(b),(c) and (f) of the Schedule 13D are hereby amended and restated in its entirety as follows:

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Channel Partnership II L.P. (“Channel”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (“Profit Sharing Plan”), Nelson Obus and Joshua Landes. The Wynnefield Reporting Persons are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

WCM, a New York limited liability company, is the sole general partner of Wynnefield Partners and Wynnefield Partners I, private investment companies organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the co-managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. Mr. Obus is also the general partner of Channel, a private investment company organized as a limited partnership under the laws of the State of New York. Messrs. Obus and Landes are citizens of the United States of America.

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
Wynnefield Reporting Persons.
 
The securities reported in this Statement as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $1,358,955 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Person who directly beneficially owns such securities.
 
Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
 
On August 12, 2009, the Restricted Period (as defined in the Governance and Standstill Agreement, dated as of July 1, 2008, between the Wynnefield Reporting Persons and the Issuer (“Agreement”)) expired. As a result, the Wynnefield Reporting Persons are no longer subject to standstill or other restrictions imposed upon the Wynnefield Reporting Persons under the Agreement.
 

 
CUSIP No. 228309100    
 13D/A
 Page 12 of 18 Pages
 
Under the terms of the Agreement, the Wynnefield Reporting Persons agreed that, prior to the expiration of the Restricted Period, they would not (i) conduct, support or participate in any proxy or consent solicitation with respect to the removal or election of directors, nor (ii) make any statement or announcement that constitutes an ad hominem attack on the Issuer, its officers and directors, although they could continue to present their views on any matter publicly disclosed by the Issuer.
 
During the Restricted Period, the Wynnefield Reporting Persons were deemed to be “insiders” of the Issuer and had the right to obtain public information from the Issuer’s directors and management, which the Wynnefield Reporting Persons agreed to keep strictly confidential. During the Restricted Period, the Wynnefield Reporting Persons also agreed not to buy or sell any securities of the Issuer, other than in compliance with applicable laws and with the policies and procedures of the Issuer to which all of the Issuer’s directors are subject.

Although the Restricted Period has expired, under the terms of the Agreement, the Issuer continues to have certain obligations to the Wynnefield Reporting Persons.
 
Among other things, upon the request of the Wynnefield Reporting Persons on or before May 1, 2010, the Issuer must use its reasonable best efforts to obtain the resignation from the Board (the “Resignation”) of one (1) director to be chosen by the Issuer (other than a Class I director or Mr. Kling) so that at the 2010 Annual Meeting, the Company’s stockholders will vote for the election of four (4) directors. If the Issuer is unable to obtain such Resignation, it is required to increase the size of the Board to nine (9) members at least thirty (30) days prior to the latest date that shareholder nominations of directors can be made for the 2010 Annual Meeting and, in addition to the number of Class I directors standing for election, the vacancies created by the increase in the number of directors shall also be filled by vote of the shareholders at the 2010 Annual Meeting.
 
Except as required pursuant to the provisions of the Agreement set forth above, the Issuer has agreed that  prior to or at the 2010 Annual Meeting, (i) it will not increase the size of the Board to more than seven (7) directors, except pursuant to the provisions of the Agreement described above, and (ii) it will not change the process by which the Issuer’s stockholders may nominate and vote with respect to the election of directors.
  
The discussion of certain terms of the Agreement as set forth herein is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 7 to Amendment No. 9 to Schedule 13D filed on July 7, 2008.
 
In addition, as of December 31, 2008, the Wynnefield Reporting Person are no longer subject to any standstill or other restrictions set forth in the Support Agreement dated May 7, 2003 between the Wynnefield Reporting Persons and the Issuer (“Support Agreement”), which expired by their terms on that date.  Prior to its expiration, pursuant to the Support Agreement, the Wynnefield Reporting Persons had agreed until December 31, 2008 not to subject any shares of Common Stock owned by the Wynnefield Reporting Persons to an arrangement or agreement with respect to the voting or sale of such securities with Mr. Michael Bernstein and/or his associates or affiliates or to join with such persons in any arrangement with respect to the acquisition, holding, voting, solicitation of proxies or disposition of any voting securities of the Company.

The discussion of certain terms of the Support Agreement as set forth herein is qualified in its entirety by reference to the Support Agreement, a copy of which is attached as Exhibit 2 to Amendment No. 3 to Schedule 13D filed on May 12, 2003.

Other than as set forth in this Item 4, no Reporting Persons 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 Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, and 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 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, 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 their intention with respect to any and all matters referred to in paragraph (a) through (j) of Item 4 of the Schedule 13D.
 

 
 

Item 5.  Interest in Securities of the Issuer

Item 5 (a)-(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)-(c). As of August 27, 2009, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,552,993 Common Shares, constituting approximately 16.86% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 9,209,390 Common Shares outstanding as of July 30, 2009, as set forth in the Issuer’s most recent quarterly report on Form 10-Q for the period ended June 28, 2009, filed with the Securities and Exchange Commission on August 12, 2009. The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Shares
Percentage of Outstanding Common
Wynnefield Partners
563,308
6.12%
Wynnefield Partners I
631,750
6.86%
Wynnefield Offshore
344,335
3.74%
Channel
11,600
0.13%
Profit Sharing Plan
2,000
0.02%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, shares with the other the power to direct the voting and disposition of the Common Shares that WCM may be deemed to beneficially own. 
 
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are the principal executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the principal executive officers of WCI, shares with the other the power to direct the voting and disposition of the Common Shares that WCI may be deemed to beneficially own.
 
The Profit Sharing Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Profit Sharing Plan and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that the Profit Sharing Plan may be deemed to beneficially own. Mr. Obus, as the portfolio manager of the Profit Sharing Plan, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by the Profit Sharing Plan.

Mr. Obus is the general partner of Channel and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Channel may be deemed to beneficially own. Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by Channel.
 

 
 
Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,552,993 Common Shares, constituting approximately 16.86% of the outstanding Common Shares (the percentage of shares owned being based upon 9,209,390 Common Shares outstanding as of July 30, 2009, as set forth in the Issuer’s most recent quarterly report on Form 10-Q for the period ended June 28, 2009, filed with the Securities and Exchange Commission on August 12, 2009).
 
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
 
To the best knowledge of the Wynnefield Reporting Persons, except as described in this Schedule 13D, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares, and there have been no transactions in the Common Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.

The Wynnefield Reporting Persons have made purchases of shares of Common Stock during the past 60 days as follows:
 
Name
Date
Price Per Share
Number of Common Shares
Wynnefield Partners
August 18, 2009
$2.85
9,700
Wynnefield Partners I
August 18, 2009
$2.85
9,700
Wynnefield Partners I
August 20, 2009
$2.92
800
Wynnefield Offshore
August 18, 2009
$2.85
9,200
Wynnefield Partners
August 26, 2009
$2.80
208
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
 Reference is made to the Agreement described in Item 4.

Each of the members of the Wynnefield Group is a party to a Joint Filing Agreement, dated as of August 27, 2009 (the "13D Joint Filing Agreement"), pursuant to which the parties agreed to jointly file this Amendment and any and all amendments and supplements thereto with the Commission. The 13D Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated in this response to Item 6 in its entirety.
 
Except for the agreements described above, to the best knowledge of the Wynnefield Group, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Group, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding or proxies.

Item 7.  Material to be Filed as Exhibits.
 

 
 

Exhibit 1    Joint Filing Agreement, dated as of August 27, 2009, among the Members of the Wynnefield Group.

 

 
 
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: August 27, 2009
 
     
 
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
 
 
WYNNEFIELD CAPITAL, INC.  PROFIT  SHARING
& MONEY PURCHASE PLAN
     
 
By:  
/s/ Nelson Obus
 
Nelson Obus, Managing Member
   
   
 
/s/ Nelson Obus
 
Nelson Obus, Individually
   
   
 
/s/ Joshua H. Landes
 
Joshua H. Landes, Individually
 
 
 
 

 

 
 
Exhibit 1


                            AGREEMENT OF JOINT FILING


         Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to prepare jointly and file timely
(or otherwise to deliver as ppropriate) all filings on Schedule 13D and
Schedule 13G required to be filed by them pursuant to Section 13(d) or 13(g)
under the Securities Exchange Act of 1934  with respect to the beneficial
ownership by each of the undersigned of shares of common stock, par
value $1.00 per share, of Crown Crafts, Inc., a Delaware corporation.

Dated: as of August 27, 2009


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


                                   WYNNEFIELD CAPITAL MANAGEMENT, LLC

                                   By:  /s/ Nelson Obus
                                        ----------------------------------------
                                        Nelson Obus, Co-Managing Member


                                   WYNNEFIELD CAPITAL, INC.

                                   By:  /s/ Nelson Obus
                                        ----------------------------------------
                                        Nelson Obus, President

WYNNEFIELD CAPITAL INC. PROFIT SHARING
& MONEY PURCHASE PLAN

                                   By:  /s/ Nelson Obus
                                        ----------------------------------------
                                        Nelson Obus, Managing Member


 CHANNEL PARTNERSHIP II, L.P.

                                   By:  /s/ Nelson Obus
                                        ----------------------------------------
                                        Nelson Obus, General Partner

                                   /s/ Nelson Obus
                                   ---------------------------------------------
                                   Nelson Obus, Individually


                                   /s/ Joshua H. Landes
                                   ---------------------------------------------
                                   Joshua H. Landes, Individually