PRESS
RELEASE
FOR
IMMEDIATE RELEASE
CONTACT:
Eric
Berman
Joseph
Kuo
of
Kekst
and Company
212-521-4800
TWO
LEADING PROXY ADVISORY FIRMS RECOMMEND SHAREHOLDERS VOTE FOR WYNNEFIELD
NOMINEES
ON “GOLD” PROXY CARD
--
Institutional Shareholder Services (ISS) and Proxy Governance Inc. Throw
Support
Behind Wynnefield --
NEW
YORK, NY, August 2, 2007 - The
Wynnefield Group, a 15% owner and largest stockholder in Crown Crafts Inc.
(NASDAQ: CRWS), announced today that both Institutional Shareholder Services
Inc. (ISS) - the world’s largest proxy advisory and corporate governance
advisory firm - and leading proxy advisor PROXY Governance
Inc.
recommended that Crown Crafts shareholders vote Wynnefield’s GOLD proxy card.
ISS recommended that stockholders vote for Wynnefield nominee Frederick
Wasserman and withhold a vote on Wynnefield’s other director-nominee, Nelson
Obus. PROXY
Governance
recommended stockholders support both Wynnefield nominees.
In
making
its analysis, ISS concluded:
|
“Given
that the board and CEO have tenure of 6 years (the length of
this
restructuring process), and given the significant valuation and
performance gap versus comparables, we believe the inclusion
of one
dissident nominee at the board would add value to deliberations
on
strategic alternatives, while not being disruptive to the board
functioning. As such, we recommend shareholders support dissident
nominee
Frederick G. Wasserman.”
|
In
addition, PROXY Governance
wrote:
|
“PROXY
Governance
believes that the company is at a crossroads in its development,
and we
share the dissident’s concerns regarding the ability and willingness of
the board to undertake a comprehensive review of the company’s strategic
options. Furthermore, in view of the fact that the current board
was
formed in connection with the company’s 2001 financial restructuring and
in consultation with the company’s lenders, and that the company has
changed substantially since that time, we believe that it would
be
appropriate to bring on new board members to reflect the company’s current
position. We
believe that Wynnefield’s nominees will bring diversity and fresh thinking
to the board and, as such, we support their election”
(emphasis added).
|
In
a
statement, the Wynnefield Group said, “We are pleased that these two prestigious
advisory groups have seen the merits of our campaign, and we reaffirm our
commitment to work constructively with the Crown Crafts Board to create
shareholder value if our nominees are elected. As the largest stockholder
in
Crown Crafts and a long-term investor in the Company, we at Wynnefield
believe
that the Company has enormous potential, and we intend to do all that we
can to
realize this potential on behalf of all shareholders.”
Two
Leading Proxy Advisory Firms Recommend Shareholders Vote For Wynnefield
Nominees
on “Gold” Card - cont’d
A
third
proxy advisory firm - Glass, Lewis & Co. - did not endorse the Wynnefield
slate, but in its analysis agreed with several of Wynnefield’s concerns about
the incumbent management and Board. For example, Glass, Lewis agreed that,
“the
Company’s net sales have been sluggish” and noted that it agreed with several of
Wynnefield’s “concerns regarding the Company’s corporate governance practices.”
Specifically, Glass, Lewis noted that: Crown Crafts does not have an independent
lead or presiding director; that director Steven Fox’s dual role as the
Company’s outside counsel and as a member of the Board’s Compensation Committee
is a relationship “potentially creating conflicts”; and “that the audit
committee has only met three times during the last fiscal year.” Glass, Lewis
also noted that the Wynnefield nominees “possess significant financial
experience.”
The
Wynnefield Group urges all Crown Crafts stockholders to follow the
recommendations of the ISS and PROXY Governance
proxy
advisory firms and vote the GOLD proxy card.
IF
STOCKHOLDERS HAVE ALREADY VOTED THE WHITE PROXY CARD AND WISH TO CHANGE
THEIR
VOTE, THEY HAVE EVERY LEGAL RIGHT TO DO SO. ONLY THE LATEST VOTE FROM A
STOCKHOLDER WILL COUNT.
Any
stockholders with questions or requiring assistance in voting their GOLD
proxy
card should please call MacKenzie Partners at (800) 322-2885.
The
Annual Meeting of Crown Crafts Stockholders will be held on August 14,
2007 at
10:00 a.m. Central Daylight Time at the Company’s executive offices, located at
916 South Burnside Avenue, Third Floor, Gonzales, Louisiana 70737.
Permission
to use quotations from the ISS, PROXY Governance
and
Glass, Lewis reports in this press release was neither sought nor
obtained.
ADDITIONAL
INFORMATION:
Shareholders
are advised to read the Wynnefield Group's definitive proxy statement,
which
contains important information. Shareholders may obtain a free copy of
the proxy
statement and other documents filed by the Wynnefield Group with the SEC
at the
SEC’s Internet website at www.sec.gov.
The
proxy statement, a proxy card, and other documents may also be obtained
free of
charge from the Wynnefield Group's proxy solicitor or from the Wynnefield
Group
by request to:
|
Lawrence E.
Dennedy
Daniel M.
Sullivan
MacKenzie
Partners, Inc.
105
Madison Avenue
New
York, NY 10016
Phone:
(800) 322-2885
|
or |
Nelson
Obus
The
Wynnefield Group
450
Seventh Avenue, Suite 509
Phone:
(212) 760-0134
|
If
you
have lost your proxy card from the Wynnefield Group, or did not receive
one, you
may obtain another proxy statement and card by contacting MacKenzie Partners,
Inc. or The Wynnefield Group at the phone numbers listed above.
Two
Leading Proxy Advisory Firms Recommend Shareholders Vote For Wynnefield
Nominees
on “Gold” Card - cont’d
ABOUT
THE WYNNEFIELD GROUP:
The
Wynnefield Group is Crown Crafts’ largest shareholder, holding 14.6% of the
company’s outstanding common stock. Wynnefield
is a long-term investor in Crown Crafts, having first invested in the company
about eight years ago.
The
Wynnefield Group includes several affiliates of Wynnefield
Capital, Inc. (WCI), a value investor specializing in U.S. small cap situations
that have company- or industry-specific catalysts. WCI was established in
1992. Its founding partners, Nelson Obus and Joshua Landes, held senior
research
and institutional equity positions at Lazard Freres & Co. during the 1980s,
and the initial Wynnefield investors included many of their colleagues
at
Lazard. The fund has grown to approximately $450 million under management.
Nelson Obus currently serves on the board of directors of Layne Christensen
Company (NASDAQ: LAYN), serving on its audit committee and compensation
committee.
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