<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Crown Crafts, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CROWN CRAFTS, INC.
1600 RIVEREDGE PARKWAY, SUITE 200
ATLANTA, GEORGIA 30328
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crown
Crafts, Inc., a Georgia corporation (the "Company") will be held August 12, 1997
at 10:00 a.m. at the Company's Atlanta, Georgia Corporate Office, 1600 RiverEdge
Parkway, Suite 200, Atlanta, Georgia 30328, for the following purposes:
1. To elect four Class II directors for a three-year term of office;
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Proxy Statement dated June 27, 1997 is attached. Common Stock
shareholders of record on the books of the Company at the close of business on
June 20, 1997 are entitled to notice of and to vote at the meeting.
We hope you will be able to attend the meeting in person, but, if you
cannot be present, it is important that you sign, date and promptly return the
enclosed proxy in the enclosed postage-paid envelope in order that your vote may
be cast at the meeting.
By Order of the Board of Directors
/s/ Roger D. Chittum
Roger D. Chittum
Secretary
June 27, 1997
Atlanta, Georgia
<PAGE> 3
CROWN CRAFTS, INC.
1600 RIVEREDGE PARKWAY, SUITE 200
ATLANTA, GEORGIA 30328
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Crown Crafts, Inc. (the "Company") of proxies to be voted
at the annual meeting of shareholders of the Company (the "Annual Meeting") to
be held August 12, 1997 at 10:00 a.m. at the Company's Atlanta Corporate Office,
1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328, and at any and all
adjournments or postponements of such meeting.
PROXY SOLICITATION
Any shareholder who executes and delivers a proxy has the right to revoke
the proxy at any time before it is voted. A proxy may be revoked by (i) filing
an instrument revoking the proxy with the Secretary of the Company, (ii)
executing a proxy bearing a later date, or (iii) attending and voting at the
Annual Meeting. Properly executed proxies, timely returned, will be voted in
accordance with the choices made by the shareholder with respect to the proposal
listed thereon.
If a choice is not made with respect to any proposal, the proxy will be
voted "FOR" the election of directors as described under "ELECTION OF DIRECTORS"
below.
Directors are elected by a vote of a plurality of the shares of Common
Stock represented at the meeting.
Other than the matters set forth herein, management of the Company is not
aware of any matters that may come before the meeting. If any other business
should properly come before the meeting, the persons named in the enclosed proxy
will have the discretionary authority to vote the shares represented by the
effective proxies and intend to vote them in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by the use of the mails, the directors
and officers of the Company may solicit proxies on behalf of management by
telephone, telegram and personal interview. Such persons will receive no
additional compensation for their solicitation activities and will be reimbursed
only for their actual expenses in connection therewith. The Company will
authorize banks, brokerage houses and other custodians, nominees or fiduciaries
to forward copies of proxy material to the beneficial owners of shares or to
request authority for the execution of the proxies and will reimburse such
banks, brokerage houses and other custodians, nominees or fiduciaries for their
out-of-pocket expenses incurred in connection therewith. The Notice of the
Meeting, this Proxy Statement and the form of proxy were first mailed to
shareholders on or about June 27, 1997.
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS
At the close of business on June 20, 1997, the record date for determining
the shareholders entitled to notice of and to vote at the meeting, there were
7,946,477 shares of common stock, $1.00 par value, of the Company (the "Common
Stock") outstanding. Each share of Common Stock is entitled to one vote (non-
cumulative) on all matters presented for shareholder vote. The presence in
person or by proxy of the holders of a majority of the outstanding Common Stock
constitutes a quorum for the transaction of business.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
will be counted towards the tabulation of votes cast on proposals presented to
the shareholders and will have the same effect as negative votes, whereas broker
non-votes will not be counted for any purpose in determining whether a matter
has been approved.
<PAGE> 4
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of June 1, 1997, by (i) each director of the
Company, (ii) the five most highly compensated executive officers, (iii) all
officers and directors as a group, and (iv) all persons known to the Company who
may be deemed beneficial owners of more than five percent (5%) of such
outstanding shares. Under the rules of the Securities and Exchange Commission, a
person is deemed to be a "beneficial owner" of a security if he or she has or
shares the power to vote or direct the voting of such security or the power to
dispose or to direct the disposition of such security. A person is also deemed
to be a beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within 60 days. An asterisk indicates beneficial
ownership of less than one percent (1%).
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1)(2) SHARES(2)
------------------------------------ ---------------- -----------
<S> <C> <C>
Michael H. Bernstein........................................ 800,219(3) 10.1%
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Philip Bernstein............................................ 536,807(4) 6.8%
21126 Escondido Way
Boca Raton, Florida 33433
E. Randall Chestnut......................................... 22,000(5) *
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Roger D. Chittum............................................ 33,338(6) *
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Paul A. Criscillis, Jr...................................... 94,215(7) 1.2%
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Patricia G. Knoll........................................... 40,462(8) *
Edmond Street
Calhoun, Georgia 30701
Rudolph J. Schmatz.......................................... 143,682(9) 1.8%
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Jane E. Shivers............................................. 837(10) *
999 Peachtree Street
Suite 1850
Atlanta, Georgia 30309
Alfred M. Swiren............................................ 9,687(11) *
4405 Granada Blvd.
Coral Gables, Florida 33146
Richard N. Toub............................................. 41,327(12) *
8A Motcomb Street
London, England SW1X8JU
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1)(2) SHARES(2)
------------------------------------ ---------------- -----------
<S> <C> <C>
All Officers and Directors of the Company as a Group (14 1,766,910(13) 22.2%
persons)..................................................
Wachovia Bank, N.A. as Trustee for the Crown Crafts, Inc.... 971,009(14) 12.2%
Employee Stock Ownership Plan
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Dimensional Fund Advisors, Inc.............................. 501,060(15) 6.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
</TABLE>
- ---------------
(1) Unless otherwise specified in the footnotes, the shareholder has sole
voting and dispositive power.
(2) The number of shares beneficially owned and the computation of percentage
of ownership includes shares of Common Stock which may be acquired within
60 days of the June 1, 1997 date of this table by exercise of options.
(3) Includes 323,871 shares of Common Stock owned individually by Mr. Michael
H. Bernstein. Includes 14,882 shares held by Mr. Bernstein's spouse, 89,490
shares held by his adult daughter and 134,412 shares held by Mr. Bernstein
as custodian or trustee for his minor children, as to all of which he
disclaims beneficial ownership. Includes options for 70,000 shares of
Common Stock which are or will become exercisable by Mr. Bernstein within
the 60 day period following the June 1, 1997 date of this table. Includes
75,819 shares of Common Stock held in the Crown Crafts, Inc. Employee Stock
Ownership Plan and 91,745 held by the Bernstein Family Foundation, a
charitable foundation for which Messrs. Michael and Philip Bernstein act as
trustees.
(4) Includes 253,963 shares of Common Stock owned individually by Mr. Philip
Bernstein. Includes 185,000 shares owned by Mr. Bernstein's spouse, as to
which he disclaims beneficial ownership. Includes options for 4,167 shares
which are or will become exercisable by Mr. Bernstein within the 60 day
period following the June 1, 1997 date of this table. Includes 1,932 shares
of Common Stock in the Crown Crafts, Inc. Employee Stock Ownership Plan and
91,745 held by the Bernstein Family Foundation, a charitable foundation for
which Messrs. Michael and Philip Bernstein act as trustees. Mr. Philip
Bernstein is the father of Mr. Michael H. Bernstein.
(5) Includes 5,015 shares of Common Stock owned individually by Mr. Chestnut.
Includes options for 16,667 shares which are or will become exercisable by
Mr. Chestnut within the 60 day period following the June 1, 1997 date of
this table. Includes 318 shares of Common Stock in the Crown Crafts, Inc.
Employee Stock Ownership Plan.
(6) Includes 500 shares of Common Stock owned individually by Mr. Chittum.
Includes options for 32,333 shares which are or will become exercisable by
Mr. Chittum within the 60 day period following the June 1, 1997 date of
this table. Includes 505 shares of Common Stock in the Crown Crafts, Inc.
Employee Stock Ownership Plan.
(7) Includes 50,000 shares of Common Stock owned individually by Mr.
Criscillis. Includes options for 30,833 shares which are or will become
exercisable by Mr. Criscillis within the 60 day period following the June
1, 1997 date of this table. Includes 13,382 shares of Common Stock in the
Crown Crafts, Inc. Employee Stock Ownership Plan.
(8) Includes 5,675 shares of Common Stock owned individually by Ms. Knoll.
Includes options for 17,479 shares which are or will become exercisable by
Ms. Knoll within the 60 day period following the June 1, 1997 date of this
table. Includes 17,308 shares of Common Stock in the Crown Crafts, Inc.
Employee Stock Ownership Plan.
(9) Includes 58,632 shares of Common Stock owned by Mr. Schmatz individually,
5,600 held by Mr. Schmatz as trustee for his minor children and options for
35,000 shares which are or will become exercisable by Mr. Schmatz within
the 60 day period following the June 1, 1997 date of this table. Also
includes 44,450 shares of Common Stock in the Crown Crafts, Inc. Employee
Stock Ownership Plan.
(10) Includes 170 shares of Common Stock owned by Ms. Shivers individually and
also includes options for 667 shares which are or will become exercisable
by Ms. Shivers within the 60 day period following the June 1, 1997 date of
this table.
3
<PAGE> 6
(11) Includes 5,500 shares of Common Stock owned by Mr. Swiren individually and
3,520 shares held by his spouse for which he disclaims beneficial
ownership. Also includes options for 667 shares which are or will become
exercisable by Mr. Swiren within the 60 day period following the June 1,
1997 date of this table.
(12) Includes 36,260 shares of Common Stock owned by Mr. Toub individually and
4,400 shares held by Mr. Toub as custodian for his minor children for which
he disclaims beneficial ownership. Also includes options for 667 shares
which are or will become exercisable by Mr. Toub within the 60 day period
following the June 1, 1997 date of this table.
(13) See footnotes 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 above.
(14) Wachovia Bank, N.A. is the owner of record as trustee and has indicated
that it has sole right to dispose of these shares, which are held in
accounts for approximately 1,900 participants in the Crown Crafts, Inc.
Employee Stock Ownership Plan. Plan participants have the right to vote all
shares held in their individual accounts. Shares as to which no voting
instructions are received from participants are voted by the Trustee in
accordance with instructions received from the Administrative Committee of
the Plan. The committee consists of Messrs. Michael H. Bernstein and Paul
A. Criscillis, Jr., both of whom are executive officers of the Company and
Mr. Robert E. Schnelle, the Company's Treasurer.
(15) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 501,060 shares of Crown
Crafts, Inc. stock, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional
Fund Advisors Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
ELECTION OF DIRECTORS
The Board of Directors currently consists of nine directors divided into
three classes, equal in size, with such classes of directors serving staggered
three-year terms of office. Accordingly, at each annual meeting of shareholders,
a class consisting of approximately one-third of the Company's directors will be
elected to hold office for a term expiring at the third succeeding annual
meeting of shareholders, with each director holding office until his or her
successor is duly elected and qualified, or until his or her earlier resignation
or removal.
The Board of Directors proposes that the four Class II nominees identified
below be elected to the class and for the term as set forth below and until the
election and qualification of their successors, as provided in the Bylaws of the
Company. The other six directors (whose names are also listed below) will
continue in office. Each nominee is presently a director of the Company, except
for Mr. Davis, who has been nominated to replace Patricia G. Knoll, who resigned
her Class II directorship effective June 20, 1997. If management's slate of
directors is elected, the Board will consist of ten directors.
The proxyholders intend to vote "FOR" the election of the individuals named
below unless authority is specifically withheld in the proxy.
While it is not anticipated, in the event any nominee is not a candidate or
is unable to serve as a director at the time of the election, the proxies will
be voted for the nominee designated by the present Board of Directors to fill
such vacancy.
The name and age of each of the nominees, his or her principal occupation
(including positions and offices with the Company) and the period during which
he or she has served as a director are set forth below.
4
<PAGE> 7
NOMINEES FOR DIRECTOR
NOMINEES FOR CLASS II
FOR A THREE-YEAR TERM EXPIRING ON THE DATE OF THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY SINCE
- ---- --- --------------------- -----
<S> <C> <C> <C>
E. Randall Chestnut..................... 49 Vice President, Corporate Development 1995
Director 1995
Roger D. Chittum........................ 58 Vice President, Law and Administration,
Secretary 1993
Director 1992
Marvin A. Davis......................... 59 Nominee for Director --
Alfred M. Swiren........................ 80 Director 1977
</TABLE>
CONTINUING DIRECTORS
CLASS I
TERM EXPIRING ON THE DATE OF THE 1999 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY SINCE
- ---- --- --------------------- -----
<S> <C> <C> <C>
Philip Bernstein........................ 90 Chairman of the Board of Directors 1968
Rudolph J. Schmatz...................... 59 Vice President, Sales and Marketing 1985
Director 1976
Jane E. Shivers......................... 54 Director 1994
</TABLE>
CLASS III
TERM EXPIRING ON THE DATE OF THE 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY SINCE
- ---- --- --------------------- -----
<S> <C> <C> <C>
Michael H. Bernstein.................... 54 President and Chief Executive Officer 1976
Director 1976
Paul A. Criscillis, Jr. ................ 48 Vice President, Chief Financial Officer 1985
Director 1985
Richard N. Toub......................... 54 Director 1986
</TABLE>
NOMINEES
E. Randall Chestnut joined the Company in January 1995 as Vice President,
Corporate Development. He was elected to the Board of Directors in February
1995. Prior to joining the Company, Mr. Chestnut was from December 1988 to
January 1995 President of Beacon Manufacturing Company, a producer of adult and
infant blankets. From 1990 to December 1994, Mr. Chestnut also served as Vice
Chairman of Wiscassett Mills Company, a yarn manufacturer.
Roger D. Chittum has served as a director of the Company since 1992. From
1973 to 1983, Mr. Chittum was an officer of Tosco Corporation where his
responsibilities included at various times mineral land development, technology
licensing, government relations, environmental affairs and other executive
functions. Mr. Chittum was a principal in the law firm of Rosenberg, Chittum,
Mendlin & Hecht and predecessor law firms in Los Angeles, California, from 1984
to 1993. He joined the Company as Vice President, Law and Administration and
Secretary in October 1993.
Marvin A. Davis has been the Chief Executive Officer of Datamax Corporation
since February 1997 and its Chairman of the Board since April 1997. Datamax is a
multinational corporation which manufactures
5
<PAGE> 8
thermal bar code label printers. Prior to joining Datamax, Mr. Davis was
associated with the management consulting firm of Grisanti, Galef, and Goldress
from 1983 to 1997. For the last five of those years he served as President.
During his career at Grisanti, Galef, and Goldress, he acted as interim CEO or
as an advisor to the CEO for many companies. Mr. Davis is also a member of the
Board of Directors of Z-Axis Corporation.
Alfred M. Swiren has served as a director of the Company since 1977. He is
a practicing attorney and a member of the Florida and Massachusetts bars. Mr.
Swiren formerly served as Senior Vice President of Jefferson Stores, Inc.,
Miami, Florida.
A vote of a plurality of the shares of Common Stock represented at the
meeting will be required to elect the nominees for Directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
FOUR NOMINEES FOR DIRECTOR NAMED ABOVE.
CONTINUING DIRECTORS
Michael H. Bernstein joined the Company in 1972 in an executive capacity.
He has served on the Board of Directors and as President and Chief Executive
Officer since 1976.
Philip Bernstein has been employed by the Company since 1961. Mr. Bernstein
currently serves as Chairman of the Board and has held that position since 1968.
Paul A. Criscillis, Jr. has served as a director and as Vice President,
Chief Financial Officer since 1985, and was Secretary of the Company from 1991
to October 1993. Prior to joining the Company, Mr. Criscillis was a partner with
the public accounting firm of Deloitte & Touche LLP.
Rudolph J. Schmatz has served as a director of the Company since 1976. Mr.
Schmatz joined the Company in 1976 as Vice President, Administration. He held
that position until 1985 when he was elected to his current position of Vice
President, Sales and Marketing.
Jane E. Shivers was elected to the Board of Directors in November 1994.
Since 1985, Ms. Shivers has served as Executive Vice President of Ketchum Public
Relations and Director of its Atlanta office.
Richard N. Toub is a United States attorney practicing in London, England,
as an international lawyer and business advisor. He was elected to the Board of
Directors in 1986.
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company's Board of Directors met four times during the fiscal year
ended March 30, 1997. Each director attended each of the meetings of the Board,
and each director attended each meeting of the committees of which he or she was
a member. The Board has an Audit Committee and a Compensation Committee. The
Board has no standing Nominating Committee.
The Audit Committee meets with management, and the Company's independent
accountants to consider the adequacy of the Company's internal controls and
other financial reporting matters. The Committee recommends to the Board the
engagement of the Company's independent accountants and reviews their audit
procedures and audit results. The Committee currently consists of Jane E.
Shivers, Alfred M. Swiren and Richard N. Toub. The Audit Committee met once
during fiscal 1997.
The Compensation Committee is responsible for establishing annual salary
levels, fringe benefits and any special compensation plans or programs for
executive officers of the Company. The Committee currently consists of Jane E.
Shivers, Alfred M. Swiren and Richard N. Toub. The Compensation Committee met
one time during fiscal 1997 and also took action by unanimous written consent
twelve times during that same time period.
6
<PAGE> 9
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Michael H. Bernstein....... 54 President and Chief Executive Officer
Philip Bernstein........... 90 Chairman of the Board of Directors
E. Randall Chestnut........ 49 Vice President, Corporate Development
Roger D. Chittum........... 58 Vice President, Law and Administration
Paul A. Criscillis, Jr..... 48 Vice President, Chief Financial Officer
Rudolph J. Schmatz......... 59 Vice President, Sales and Marketing
</TABLE>
The officers of the Company serve at the pleasure of the Board of
Directors.
Certain information about the business experience of each of the Company's
executive officers is set forth under "Election of Directors" above.
EXECUTIVE COMPENSATION
The following tables and narrative text discuss the Compensation paid
during the fiscal year ended March 30, 1997 and the two prior fiscal years to
the Company's Chief Executive Officer and the Company's five other most highly
compensated executive officers (with annual salary and bonus in excess of
$100,000).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER
FISCAL BONUS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($)(1) (#)(2) ($)
--------------------------- ------ ---------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
M.H. Bernstein............................. 1997 $235,000 $ -0- 260,000 $5,156(3)
President and Chief Executive Officer 1996 $235,000 $ -0- 50,000 $2,366(4)
1995 $235,000 $725,000 50,000 $3,531(4)
E.R. Chestnut.............................. 1997 $148,000 $ 93,333 75,000 $4,625(3)
Vice President -- Corporate Development(5) 1996 $148,000 $112,000 25,000 $2,834(3)
1995 $ 24,477 $ 42,000 25,000 $ -0-
R.D. Chittum............................... 1997 $148,000 $ -0- 122,000 $4,579(3)
Vice President -- Law and Administration 1996 $148,000 $ -0- 25,000 $2,863(3)
1995 $148,000 $218,600 37,000 $3,105(4)
P.A. Criscillis, Jr........................ 1997 $148,000 $ -0- 117,500 $4,753(3)
Vice President and Chief Financial 1996 $148,000 $ -0- 25,000 $2,983(3)
Officer(6) 1995 $ 85,385 $125,385 12,500 $3,276(4)
P.G. Knoll................................. 1997 $181,461 $ -0- 106,767 $5,162(3)
Senior Vice President and Chief Operating 1996 $148,000 $ -0- 25,000 $3,163(3)
Officer(7) 1995 $106,008 $167,008 25,000 $3,531(4)
R.J. Schmatz............................... 1997 $148,000 $ -0- 130,000 $4,814(3)
Vice President -- Sales and Marketing 1996 $148,000 $ -0- 25,000 $3,118(3)
1995 $148,000 $232,000 25,000 $3,467(4)
</TABLE>
- ---------------
(1) Except for the payment of guaranteed minimum bonuses to Mr. E.R. Chestnut,
there were no bonus payments made during fiscal 1996 or 1997 because the
Company's earnings were below the minimum level required for payment of
bonuses under the Company's Executive Incentive Bonus Plan.
7
<PAGE> 10
(2) The Long-Term Compensation for fiscal 1997 includes repriced stock options
issued to the named executives as follows:
<TABLE>
<S> <C>
M.H. Bernstein 210,000
E.R. Chestnut 50,000
R.D. Chittum 97,000
P.A. Criscillis, Jr. 92,500
P.G. Knoll 69,267
R.J. Schmatz 105,000
</TABLE>
(3) Represents Company contributions to the Crown Crafts, Inc. Employee Stock
Ownership Plan and Company matching contributions to the Crown Crafts, Inc.
401(k) Retirement Savings Plan.
(4) Represents Company contributions to the Crown Crafts, Inc. Employee Stock
Ownership Plan.
(5) Mr. Chestnut was employed by the Company effective January 20, 1995.
(6) Mr. Criscillis took an unpaid sabbatical leave of absence from November 1,
1993 to September 6, 1994.
(7) Ms. Knoll took an unpaid sabbatical leave of absence from February 7, 1994
to July 11, 1994. She resigned her position with the Company effective June
20, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to the Company's executive officers during the fiscal year ended
March 30, 1997, including the potential realizable value of such options at
assumed annual rates of stock appreciation of 5% and 10% for the term of the
options.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED
----------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME AND PRINCIPAL POSITION GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
- --------------------------- ------------ ------------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
M.H. Bernstein............... 210,000(3) 9.4% $10.25 4-12-01 $594,696 $1,314,123
President and Chief 50,000 2.2% $ 7.88 8-08-01 $108,786 $ 240,388
Executive Officer
E.R. Chestnut................ 50,000(3) 2.2% $10.25 4-12-01 $141,594 $ 312,886
Vice President -- 25,000 1.1% $ 7.88 8-08-01 $ 54,393 $ 120,194
Corporate Development
R.D. Chittum................. 97,000(3) 4.4% $10.25 4-12-01 $274,693 $ 607,000
Vice President -- Law 25,000 1.1% $ 7.88 8-08-01 $ 54,393 $ 120,194
and Administration
P.A. Criscillis, Jr. ........ 92,500(3) 4.2% $10.25 4-12-01 $261,949 $ 578,840
Vice President and 25,000 1.1% $ 7.88 8-08-01 $ 54,393 $ 120,194
Chief Financial Officer
P.G. Knoll................... 69,267(3) 3.1% $10.25 4-12-01 $196,156 $ 433,454
Senior Vice President and 37,500 1.7% $ 7.88 8-08-01 $ 81,589 $ 180,291
Chief Operating Officer(4)
R.J. Schmatz................. 105,000(3) 4.7% $10.25 4-12-01 $297,348 $ 657,061
Vice President -- Sales 25,000 1.1% $ 7.88 8-08-01 $ 54,393 $ 120,194
and Marketing
</TABLE>
- ---------------
(1) All options granted to the named executive officers were granted pursuant to
the Company's 1976 and 1995 Non-Qualified Stock Option Plans. Each such
option vests at a rate of one-third per year commencing on the first
anniversary of its date of grant and expires on the fifth anniversary of its
date of grant. Each such option includes a "limited stock appreciation
right" ("LSAR") with respect to an equal
8
<PAGE> 11
number of shares. The option and the LSAR become immediately exercisable
upon a change in control of the Company. Each such option expires on the
fifth anniversary of its grant date.
(2) The assumed rates of growth are set by the Securities and Exchange
Commission for illustration purposes only and are not intended to forecast
the future stock prices.
(3) Represents options issued in exchange for previously issued options. See
Ten-Year Option Repricings Table for explanation.
(4) Ms. Knoll resigned her position with the Company effective June 20, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information with respect to stock
options exercised by the Company's executive officers during the fiscal year
ended March 30, 1997, and options held by such officers, whether exercisable or
unexercisable, at March 30, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED-
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END($)(1)
SHARES --------------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ -------------- --------------------- --------------------
<S> <C> <C> <C> <C>
M.H. Bernstein.................. 0 $0 0/260,000 $0/573,750
E.R. Chestnut................... 0 $0 0/ 75,000 $0/190,625
R.D. Chittum.................... 0 $0 0/122,000 $0/272,875
P.A. Criscillis, Jr............. 0 $0 0/117,500 $0/265,000
P.G. Knoll(2)................... 0 $0 0/106,767 $0/275,905
R.J. Schmatz.................... 0 $0 0/130,000 $0/286,875
</TABLE>
- ---------------
(1) Value is equal to the difference between the March 30, 1997 closing price of
the Company's common stock ($12.00) and the exercise price, which is equal
to or $0.25 in excess of the closing price on the date of grant.
(2) Ms. Knoll resigned her position with the Company effective June 20, 1997.
COMPENSATION COMMITTEE REPORT ON OPTION REPRICINGS
During the last fiscal year, the Company's Compensation Committee concluded
that the options granted to the Company's executive officers and other key
employees from time to time after 1991 had lost their value as an incentive by
reason of the decline in the market price of the Company's common stock. Stock
options have been awarded to a group of more than 100 employees. The Company's
middle and senior management have viewed these options as a significant
component of their total compensation package since cash bonuses had
historically been offered only to senior executives and very few other
employees. The Compensation Committee originally intended such stock options to
represent an important component of each optionee's total compensation package
and to provide a meaningful incentive to continue in the Company's employ and
contribute to the Company's financial success. In order to ensure that these
objectives would be achieved, the Compensation Committee believed it necessary
to reprice the stock options granted to the Company's executive officers and
other key employees to reflect the decline in the market price of the Company's
common stock, which stemmed in part from factors affecting the industry as a
whole. Accordingly, on March 29, 1996, the Compensation Committee authorized the
exchange, on April 12, 1996, of all unexercised stock options issued after
December 31, 1991, held by current employees of the Company who elected to
participate in the exchange, that had an exercise price at least $0.25 more than
the closing market price of the Company's common stock on April 12, 1996, with
the number of replacement options to be equal to 80% of the number of options
issued in calendar 1992 and 100% of options issued subsequent to calendar 1992.
Ninety eight optionees elected to participate in the exchange. The replacement
options vest at a rate of one-third per year commencing on the first anniversary
of their date of grant and expire on the fifth anniversary of their date of
grant. The Compensation Committee believes that the terms of the replacement
options, including their exercise price, which was $0.25 in excess of the
closing market price for the Company's common stock on the
9
<PAGE> 12
date of grant, will provide the appropriate incentives to the Company's
executive officers and other key employees and will serve to better align their
interests with the Company's shareholders.
Submitted by the
Compensation Committee
Jane E. Shivers
Alfred M. Swiren
Richard N. Toub
TEN-YEAR OPTION REPRICINGS
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE ORIGINAL OPTION
UNDERLYING OF STOCK AT EXERCISE PRICE TERM REMAINING
OPTIONS TIME OF AT TIME OF NEW EXERCISE AT DATE OF
NAME AND PRINCIPAL POSITION DATE REPRICED(#) REPRICING($) REPRICING($) PRICE($) REPRICING
- --------------------------- ------- ----------- ------------ -------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
M.H. Bernstein............. 4-12-96 50,000(1) $10.00 $15.25 $10.25 1 year
President and Chief 4-12-96 50,000 $10.00 $13.25 $10.25 2 years, 3 mos.
Executive Officer 4-12-96 20,000 $10.00 $17.50 $10.25 2 years, 8 mos.
4-12-96 22,500 $10.00 $14.63 $10.25 3 years, 3 mos.
4-12-96 27,500 $10.00 $14.75 $10.25 3 years, 4 mos.
4-12-96 50,000 $10.00 $12.88 $10.25 4 years, 4 mos.
P. Bernstein............... 4-12-96 12,500 $10.00 $17.50 $10.25 2 years, 8 mos.
Chairman of the Board
E.R. Chestnut.............. 4-12-96 25,000 $10.00 $14.88 $10.25 3 years, 9 mos.
Vice President, Corporate 4-12-96 25,000 $10.00 $12.88 $10.25 4 years, 4 mos.
Development
R.D. Chittum............... 4-12-96 25,000 $10.00 $16.25 $10.25 2 years, 6 mos.
Vice President, Law and 4-12-96 10,000 $10.00 $17.50 $10.25 2 years, 8 mos.
Administration 4-12-96 15,000 $10.00 $14.63 $10.25 3 years, 3 mos.
4-12-96 10,000 $10.00 $14.75 $10.25 3 years, 4 mos.
4-12-96 12,000 $10.00 $15.13 $10.25 3 years, 8 mos.
4-12-96 25,000 $10.00 $12.88 $10.25 4 years, 4 mos.
P.A. Criscillis, Jr........ 4-12-96 25,000(1) $10.00 $15.25 $10.25 1 year
Vice President and Chief 4-12-96 25,000 $10.00 $13.25 $10.25 2 years, 3 mos.
Financial Officer 4-12-96 10,000 $10.00 $17.50 $10.25 2 years, 8 mos.
4-12-96 12,500 $10.00 $14.75 $10.25 3 years, 4 mos.
4-12-96 25,000 $10.00 $12.88 $10.25 4 years, 4 mos.
P.G. Knoll................. 4-12-96 5,334(1) $10.00 $15.25 $10.25 1 year
Senior Vice President and 4-12-96 10,000 $10.00 $13.25 $10.25 2 years, 3 mos.
Chief Operating 4-12-96 5,000 $10.00 $17.50 $10.25 2 years, 8 mos.
Officer(2)
4-12-96 15,000 $10.00 $14.63 $10.25 3 years, 3 mos.
4-12-96 10,000 $10.00 $14.75 $10.25 3 years, 4 mos.
4-12-96 25,000 $10.00 $12.88 $10.25 4 years, 4 mos.
R.J. Schmatz............... 4-12-96 25,000(1) $10.00 $15.25 $10.25 1 year
Vice President, Sales 4-12-96 25,000 $10.00 $13.25 $10.25 2 years, 3 mos.
and Marketing............ 4-12-96 10,000 $10.00 $17.50 $10.25 2 years, 8 mos.
4-12-96 15,000 $10.00 $14.63 $10.25 3 years, 3 mos.
4-12-96 10,000 $10.00 $14.75 $10.25 3 years, 4 mos.
4-12-96 25,000 $10.00 $12.88 $10.25 4 years, 4 mos.
</TABLE>
- ---------------
(1) Represents options originally issued in calendar 1992. Replacement options
were issued for 80% of these options.
(2) Ms. Knoll resigned her position with the Company effective June 20, 1997.
10
<PAGE> 13
PERFORMANCE GRAPH
Set forth below is a graph which compares the value of $100 invested at the
close of trading on the last trading day preceding the first day of the fifth
preceding fiscal year, in each of three investment alternatives: (a) the
Company's Common Stock, (b) the S&P 500, and (c) a Peer Group consisting of five
publicly-traded corporations (including the Company) that are engaged
principally in the manufacture and sale of home furnishing textile products. The
graph assumes all dividends were re-invested. The corporations included in the
Peer Group are Crown Crafts, Inc., Fieldcrest Cannon, Inc., Springs Industries,
Inc., Thomaston Mills, Inc. and Frenchtex, Inc. Frenchtex, Inc., excluded from
the Peer Group for fiscal 1994, 1995 and 1996 because no performance information
was available, has again been included in the Peer Group in 1997.
TOTAL SHAREHOLDER RETURNS
(DIVIDENDS REINVESTED)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CROWN
(FISCAL YEAR COVERED) CRAFTS, INC. S&P 500 INDEX PEER GROUP*
<S> <C> <C> <C>
MAR 92 100 100 100
MAR 93 106.36 115.19 124.42
MAR 94 121.77 116.89 116.46
MAR 95 111.20 135.06 113.23
MAR 96 62.75 178.28 121.22
MAR 97 76.87 213.57 118.77
</TABLE>
* Frenchtex Inc. included for Mar 93 and Mar 97 returns. Returns for Mar 94, Mar
95, and Mar 96 exclude Frenchtex due to non-trading of stock.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This report of the Compensation Committee of the Board of Directors of the
Company sets forth the Committee's compensation policies applicable to the Chief
Executive Officer and the other five most highly compensated executive officers
as well as other executive officers of the Company, including the specific
relationship of corporate performance to executive compensation, with respect to
compensation reported in this proxy statement for fiscal 1997.
The Compensation Committee is currently composed of the three nonemployee
directors of the Company, Ms. Jane E. Shivers, Mr. Alfred M. Swiren and Mr.
Richard N. Toub. No member of the
11
<PAGE> 14
Compensation Committee has ever been an employee of the Company or any of its
subsidiaries. They are not eligible to participate in any of the compensation
plans that the Committee administers except they are eligible to receive
automatic, non-discretionary annual awards of stock options under the Company's
1995 Stock Option Plan. The Compensation Committee has overall responsibility to
review, monitor and recommend compensation plans to the Board of Directors for
approval. In reviewing and approving executive compensation for key executives
other than Mr. Michael H. Bernstein, the Committee reviews recommendations from
Mr. Bernstein. Mr. Bernstein's compensation is determined by the Committee.
POLICY AND OBJECTIVES
The fundamental philosophy of the compensation program of the Company is to
motivate executive officers to achieve short-term and long-term goals through
incentive-based compensation and to provide competitive levels of compensation
that will enable the Company to attract and retain qualified executives.
The Company's executive compensation program consists primarily of three
components. Of the three, only base salary is fixed. The other two components
are incentive-based. The Executive Incentive Bonus Plan ("EIBP") provides
short-term incentives based upon the Company's annual operating results while
the Company's Stock Option Plan provides long-term incentives. Since the
structure of the Company's executive officers compensation is weighted more
heavily toward incentive-based compensation, total compensation will usually be
above average with higher operating results and below average when operating
results are poorer.
A key objective of the Compensation Committee is to assure that the
Company's executives' total compensation is competitive. To this end, the
Company receives and reviews executive compensation surveys and provides this
information to the Committee. These surveys confirm that, while the total
compensation of the Company's executives in fiscal 1997 was below average,
historically, total compensation has been about average when compared with
equivalent jobs with industrial employers of comparable size.
SHORT-TERM COMPENSATION
Base Salary
The Committee sets the base salary for each executive officer, including
the President and Chief Executive Officer, at amounts below the average base
salary for equivalent jobs with other industrial employers. Although base salary
is reviewed annually by the Committee, adjustments are infrequent. The Committee
believes this policy is consistent with the overall Company philosophy as set
forth above.
Short-term Incentives
The Company's EIBP provides the Company's executive officers with an
opportunity for significant short-term incentive compensation based upon the
Company's operating results for the fiscal year. The maximum amounts potentially
realizable by the eligible executive officers are well above median bonuses
applicable to equivalent jobs with other industrial employers. This is intended
to offset the fact that executive officers' base salaries are below average,
thereby providing significant incentive with respect to short-term operating
results.
Under the EIBP, the Committee meets annually to set goals and establish
formulae, based upon numerous factors including the Company's projected
operating results. The formulae are generally progressive, meaning that lower
levels of profitability by the Company result in a lower proportion of incentive
compensation to pretax income than do higher levels of profitability. The
Committee has reserved the right to alter the formulae at any time to reflect
changing conditions.
The total short-term compensation which includes base salary and bonuses
under the EIBP provides the executive officers of the Company the opportunity to
be compensated at levels similar to, or as operating results are more positive,
in excess of equivalent jobs with other industrial employers at moderate levels
of corporate financial performance. The Company's earnings in fiscal 1997 were
below the minimum level required to earn incentive compensation, therefore no
bonuses were paid under the EIBP, except that, one executive officer received a
payment of a minimum bonus which was guaranteed at the time of his employment.
12
<PAGE> 15
LONG-TERM COMPENSATION
The Company's compensation program includes long-term compensation in the
form of periodic grants of stock options. The granting of stock options is
designed to link the interests of the executives with those of the shareholders
as well as to retain key executives. Stock option grants provide an incentive
that focuses the executives' attention on managing the Company from the
perspective of an owner with an equity stake in the business. Stock options are
tied to the future performance of the Company's stock and will provide value
only if the price of the Company's stock increases after the stock option
becomes exercisable and before the stock option expires.
Long-term compensation is offered only to those key employees who can make
an impact on the Company's long-term performance.
COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER
The Compensation Committee meets annually to evaluate the performance of
the Chief Executive Officer. The compensation paid in fiscal 1997 to Mr. Michael
H. Bernstein, the Company's Chief Executive Officer, was based on the factors
generally applicable to compensation paid to executives of the Company as
described in this Report.
In reviewing Mr. Bernstein's short-term compensation, the Committee reviews
and considers Mr. Bernstein's recent performance, his achievements in prior
years, his achievement of specific short-term goals and the Company's
performance in that fiscal year. Mr. Bernstein's base salary and bonus formula
for fiscal 1997 were approved based on this review process. Mr. Bernstein's
bonus formula, which was based on the Company's operating results for fiscal
1997, resulted in no payment of bonus for fiscal 1997.
Additionally, Mr. Bernstein's long-term compensation was determined by
considering such factors as the overall long-term goals of the Company,
performance trends, potential stock appreciation and actual performance, taking
into consideration factors and conditions which affected that performance, both
positively and negatively.
TAX COMPLIANCE POLICY
Certain provisions of the federal tax laws enacted in 1993 limit the
deductibility of certain compensation for the Chief Executive Officer and the
additional four executive officers who are highest paid and employed at year end
to $1 million per year each. This provision has had no effect on the Company
since its enactment since no officer of the Company received as much as $1
million in applicable remuneration in any year. Nonetheless, the presence of
non-qualified stock options make it theoretically possible that the threshold
may be exceeded at some time in the future. In such a case, the Company intends
to take the necessary steps to conform its compensation to qualify for
deductibility. Further, the Committee intends to give strong consideration to
the deductibility of compensation in making its compensation decisions for
executive officers in the future, balancing the goal of maintaining a
compensation program which will enable the Company to attract and retain
qualified executives while maximizing the creation of long-term shareholder
value.
Respectfully submitted:
Jane E. Shivers
Alfred M. Swiren
Richard N. Toub
CASH COMPENSATION OF DIRECTORS
For the fiscal year ending March 30, 1997, no employee director of the
Company was paid additional compensation as a member of the Board of Directors.
Each nonemployee director of the Company is paid $1,000 for each Board meeting
attended and $1,000 for each Committee meeting attended which is held on a
13
<PAGE> 16
date other than the date of a Board meeting. Each nonemployee director is
reimbursed for all expenses incurred in connection with service on the Board of
Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Ms. Shivers and Messrs. Swiren and
Toub. Mr. Toub is an attorney who has provided services to the Company in the
past. Mr. Toub provided such services during fiscal 1997 for which he was paid
$520. The Company expects he will continue to provide such services during
fiscal 1998. Ms. Shivers is Executive Vice President of Ketchum Public Relations
which was paid $10,465 for services provided to the Company during fiscal 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during fiscal 1997 and Forms 5 and amendments thereto with respect
to fiscal 1997, to the best of the Company's knowledge, no other reports were
required during the fiscal year ended March 30, 1997 and all filing requirements
applicable to directors, officers or greater than ten percent (10%) shareholders
of the Company required by Section 16(a) of the Securities Exchange Act of 1934
were filed on a timely basis.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has not yet selected its independent public accountants for its
fiscal year ending March 29, 1998. This selection will be made later in the year
by the Company's Board of Directors, based upon the recommendations of the Audit
Committee. The current members of the Audit Committee are Ms. Shivers and
Messrs. Swiren and Toub.
Deloitte & Touche LLP has served as the Company's auditors since 1983.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Appropriate proposals of shareholders intended to be presented at the
Company's next annual meeting of shareholders (which the Company currently
intends to hold in August of 1998) must be received by the Company by March 23,
1998 for inclusion in its proxy statement and form of proxy relating to that
meeting. If the date of the next annual meeting is changed by more than 30
calendar days from such anticipated time frame, the Company shall, in a timely
manner, inform its shareholders of the change and the date by which proposals of
shareholders must be received.
MISCELLANEOUS
Management does not know of any other matters to come before the meeting.
If any other matters properly come before the meeting, however, it is the
intention of the persons designated as Proxies to vote in accordance with their
best judgment on such matters.
ANNUAL REPORT
The Company's 1997 Annual Report to Shareholders is enclosed with this
Proxy Statement. The Annual Report is not a part of the proxy soliciting
material. Additional copies of such Annual Report along with copies of the
Company's Annual Report on Form 10-K for the fiscal year ended March 30, 1997,
as filed with the Securities and Exchange Commission (exclusive of documents
incorporated by reference), are available without charge to shareholders upon
written request to Investor Relations, Crown Crafts, Inc., 1600 RiverEdge
Parkway, Suite 200, Atlanta, Georgia 30328.
14
<PAGE> 17
[CROWN CRAFTS LOGO]
<PAGE> 18
APPENDIX A
CROWN CRAFTS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CROWN CRAFTS, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS
AUGUST 12, 1997
The undersigned shareholder hereby constitutes and appoints each of Michael
H. Bernstein and Roger D. Chittum, with full power of substitution, to act as
proxy for and to vote all shares of Common Stock which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of Crown Crafts, Inc.
(the "Annual Meeting") to be held on August 12, 1997 at 10:00 a.m., at the
Company's Atlanta, Georgia Corporate Office, 1600 RiverEdge Parkway, Suite 200,
Atlanta, Georgia, or at any adjournment(s) or postponements thereof, on all
matters coming before the Annual Meeting.
THE PROXIES SHALL VOTE AS SPECIFIED BELOW, OR IF A CHOICE IS NOT SPECIFIED
FOR THE FOLLOWING PROPOSAL, THE PROXIES SHALL VOTE "FOR" THE ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES FOR DIRECTORS.
The undersigned instructs said proxies to:
1. Elect the four Class II director nominees listed below to the Board of
Directors of Crown Crafts, Inc., each for a three-year term.
E. Randall Chestnut Roger D. Chittum Marvin A. Davis Alfred M. Swiren
<TABLE>
<S> <C> <C>
[ ] FOR [ ] WITHHOLD AUTHORITY to [ ] FOR all nominees, except
all vote for all nominees vote withheld from the
nominees following nominees:
---------------------------
</TABLE>
- --------------------------------------------------------------------------------
(Continued on other side)
(Continued from other side)
2. Vote according to his or her best judgment with respect to any other matters
which properly come before the Annual Meeting.
The undersigned acknowledges the receipt of Notice of the Annual Meeting and
Proxy Statement, each dated June 27, 1997 and the Annual Report to Shareholders,
and hereby revokes any proxy or proxies heretofore given by the undersigned
relating to the Annual Meeting.
Signature:
----------------------
Date:
---------------------------
(Signature should conform to
name and title stenciled hereon.
Executors, administrators,
trustees, guardians and
attorneys should add their
titles upon signing.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE PAID ENVELOPE.
