-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cra9OkCs2STPOF7WsYMm071c/ighf9AT8b7+b7EyRWwKzp06gNIWGl9oZTdpOQ3i zpKVGJwVkmCC9Vv/S2w0VA== 0001104659-03-002897.txt : 20030221 0001104659-03-002897.hdr.sgml : 20030221 20030221135816 ACCESSION NUMBER: 0001104659-03-002897 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030221 GROUP MEMBERS: ALICIA FISHMAN GROUP MEMBERS: DEBORAH BERNSTEIN GROUP MEMBERS: DIANA FISHMAN GROUP MEMBERS: ELIZABETH FISHMAN GROUP MEMBERS: INEZ BERNSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CRAFTS INC CENTRAL INDEX KEY: 0000025895 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 580678148 STATE OF INCORPORATION: GA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-14547 FILM NUMBER: 03575684 BUSINESS ADDRESS: STREET 1: 1600 RIVEREDGE PKWY STE 200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7706446400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERNSTEIN MICHAEL H CENTRAL INDEX KEY: 0001166247 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2780 HABEISHAIN RD CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4106446302 MAIL ADDRESS: STREET 1: 2780 HABEISHAIN RD CITY: ATLANTA STATE: GA ZIP: 30305 SC 13D 1 j7769_sc13d.htm SC 13D

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

CROWN CRAFTS, INC.

(Name of Issuer)

 

Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

 

228309 10 0

(CUSIP Number)

 

Jerry Sims, Esq.
Sims Moss Kline & Davis LLP
Three Ravinia Drive, Suite 1700
Atlanta, Georgia 30346
(770) 481-7200

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

 

February 14, 2003

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ X ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

 

(Page 1 of 12 Pages)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   228309 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Michael Bernstein

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

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
828,212 shares

 

8.

Shared Voting Power
604,031 shares

 

9.

Sole Dispositive Power
828,212 shares

 

10.

Shared Dispositive Power
604,031 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,432,243 shares

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ X ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
15.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Inez Bernstein

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

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 shares

 

8.

Shared Voting Power
118,000 shares

 

9.

Sole Dispositive Power
0 shares

 

10.

Shared Dispositive Power
118,000 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
118,000 shares

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ X ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Deborah Bernstein

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

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
90,590 shares

 

8.

Shared Voting Power
0 shares

 

9.

Sole Dispositive Power
90,590 shares

 

10.

Shared Dispositive Power
0 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
90,590 shares

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Elizabeth Fishman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

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
150,199 shares

 

8.

Shared Voting Power
599,031 shares

 

9.

Sole Dispositive Power
150,199 shares

 

10.

Shared Dispositive Power
599,031 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
749,230 shares

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ X ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Alicia Fishman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

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
98,340 shares

 

8.

Shared Voting Power
0 shares

 

9.

Sole Dispositive Power
98,340 shares

 

10.

Shared Dispositive Power
0 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
98,340 shares

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ X ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Diana Fishman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

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
48,869 shares

 

8.

Shared Voting Power
0 shares

 

9.

Sole Dispositive Power
48,869 shares

 

10.

Shared Dispositive Power
0 shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
48,869 shares

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ X ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7



 

Item 1.

Security and Issuer

This Statement relates to shares of the common stock, par value $1.00 per share (the “Common Stock”), of Crown Crafts, Inc., a Georgia corporation (the “Company”). The Company has its principal executive offices at 916 South Burnside Avenue, Gonzales, Louisiana 70737.

 

Item 2.

Identity and Background

This Statement is filed by Michael Bernstein, Inez Bernstein, Deborah Bernstein, Elizabeth Fishman, Alicia Fishman and Diana Fishman (such individuals being herein collectively referred to as the “Group”).  The name, business or residence address and present principal occupation of each individual member of the Group, of whom are all are U.S. citizens, are as follows:

 

Name

 

Address

 

Occupation

 

Michael Bernstein

 

2100 RiverEdge Parkway, Suite 300, Atlanta, Georgia 30328

 

Chairman and CEO of Design Works, Inc.

 

Inez Bernstein

 

c/o Michael Bernstein, 2100 RiverEdge Parkway, Suite 300 Atlanta, Georgia 30328

 

Retired

 

Deborah Bernstein

 

1369 Hyde Street, Apt. 28, San Francisco, CA  94109

 

Venture capital management

 

Elizabeth Fishman

 

1133 Park Avenue, New York, New York 10128

 

Real estate agent

 

Alicia Fishman

 

55 Grant Street, Somerville, MA  02145

 

Elementary school teacher

 

Diana Fishman

 

1133 Park Avenue, Apt. 12E, New York NY  10128

 

Student

 

 

During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Michael Bernstein acquired the shares of Common Stock beneficially owned by him by purchases in the open market using his own personal funds, through an employee stock ownership plan or by gift or inheritance.

 

8



 

Inez Bernstein acquired the shares of Common Stock beneficially owned by her by purchases in the open market using her own personal funds or by gift.

Deborah Bernstein acquired the shares of Common Stock beneficially owned by her via gift from her father, Michael Bernstein or her grandfather, Philip Bernstein.

Elizabeth, Alicia and Diana Fishman acquired the shares of Common Stock beneficially owned by them by purchase in the open market using their own personal funds, or in some cases, by gift or inheritance.

 

Item 4.

Purpose of Transaction

Each member of the Group acquired the shares of Common Stock reported in Item 5 below for its own account, and for investment purposes, with no intention of changing or influencing control of the Company or as a participant in any transaction having that purpose or effect. However, members of the Group have recommended, and from time to time may continue to recommend, to the Company’s management various strategies for increasing shareholder value.

The Group expects to evaluate on an ongoing basis the Company’s financial condition, operations, business, operations and prospects, the market price for the shares of Common Stock, conditions in the securities markets generally, general economic conditions, and other factors.  In particular, the Group intends to review management’s ability to maximize stockholder value under present economic conditions.  Depending on factors deemed relevant by the Group, including, but not limited to, changes in the Company’s business, governance or financial situation, the members of the Group reserve the right to formulate other plans and/or make proposals, and take such actions with respect to its investment in the Company as the Group, or any of them, may determine.

The Group reserves the right to change its plans and intentions at any time and from time to time as it deems appropriate.  The Group may purchase shares of Common Stock, or may sell or otherwise dispose of all or a portion of the shares of Common Stock, in public and private transactions and/or may enter into transactions to hedge the market risk of some or all positions in, or to obtain greater exposure to, the shares of the Common Stock. Any such transactions may be effected at any time or from time to time, subject to federal and state securities laws.

Except as set forth above, no member of the Group has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer

As of February 19, 2003, each of the members of the Group beneficially owned the following number of shares:

 

9



 

Name

 

Number of Shares
Beneficially Owned

 

Percent of
Outstanding

 

Michael Bernstein

 

1,432,243

 

15.2

 

 

 

 

 

 

 

Inez Bernstein

 

118,000

 

1.2

 

 

 

 

 

 

 

Deborah Bernstein

 

90,590

 

1.0

 

 

 

 

 

 

 

Elizabeth Fishman

 

749,230

 

8.0

 

 

 

 

 

 

 

Alicia Fishman

 

98,340

 

1.0

 

 

 

 

 

 

 

Diana Fishman

 

48,869

 

0.5

 

 

The percentages of outstanding shares of Common Stock set out above are computed based on a total of 9,414,370 shares of Common Stock outstanding as of December 29, 2002, as reported by the Company in its Quarterly Report on Form 10Q for the fiscal quarter ended December 29, 2002 (the “10Q”) as filed with the Securities and Exchange Commission on February 12, 2003.

Michael Bernstein beneficially owns a total of 1,432,243 shares of Common Stock.  Mr. Bernstein has sole voting and dispositive power over 828,212 shares of Common Stock, of which 647,064 shares are held directly or in personal retirement accounts, 98,912 shares are held by Mr. Bernstein as custodian or trustee for the benefit of his children and 82,236 shares are held by a family foundation of which Mr. Bernstein is sole trustee.  Mr. Bernstein, together with his sister, is a co-executor of the estate of Philip Bernstein, deceased, and therefore shares voting and dispositive power over 421,031 shares of Common Stock held in that estate.  Mr. Bernstein, together with his sister, holds a power of attorney over 118,000 shares of Common Stock owned by Inez Bernstein, his mother, and therefore shares voting and dispositive power over those shares.  Mr. Bernstein is also a trustee of a trust that owns 65,000 shares of Common Stock, and Mr. Bernstein may therefore be deemed to share voting and dispositive power over those shares.

Deborah Bernstein is the daughter of Michael Bernstein.  Deborah Bernstein owns 90,590 shares of Common Stock, which she received as gifts from her father and grandfather.

Elizabeth Fishman beneficially owns 749,230 shares of Common Stock.  Mrs. Fishman has sole voting and dispositive power over 150,199 shares of Common Stock.  Mrs. Fishman is a co-executrix of the estate of Philip Bernstein, deceased, and therefore shares voting and dispositive power over 421,031 shares of Common Stock held in that estate.  Mrs. Fishman, together with Michael Bernstein, holds a power of attorney over 118,000 shares of Common Stock owned by Inez Bernstein, and therefore shares voting and dispositive power over those shares.  Mrs. Fishman is also a trustee of a trust that owns 60,000 shares of Common Stock, and

 

10



 

Mrs. Fishman may therefore be deemed to share voting and dispositive power over those shares.  Elizabeth Fishman is the sister of Michael Bernstein.

Alicia Fishman and Diana Fishman own 98,340 shares and 48,869 shares of Common Stock, respectively.  Alicia Fishman and Diana Fishman are daughters of Elizabeth Fishman.

As a result of the family relationships by and among the members of the Group, they may act in concert with respect to the acquisition, holding, voting or disposition of shares of Common Stock, or in other matters.  Other than as set forth herein, none of such persons have any present plan or arrangement to so act in concert, and (other than with respect to the securities as to which they share voting and dispositive power as set forth herein) each expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other persons.

The members of the Group collectively own 1,880,241 shares, or 20.0% of the outstanding shares.

The transactions effected by members of the Group within the past 60 days are as follows:   Michael Bernstein purchased 47,000 shares on January 2, 2003 and 80,000 shares on February 14, 2003, in each case on the open market, at prices of $.45 and $.50 per share, respectively.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in this Statement, the members of the Group are not party to any contract, arrangement, understanding or relationships with any other person with respect to shares of Company stock, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to Be Filed as Exhibits

Incorporated by reference or filed as exhibits hereto are the following:

 

 

 

Exhibit Index

Exhibit
Number

 

Description

Reference
No.

 

 

7.1.1

 

Agreement Regarding Joint Filing among Michael Bernstein, Inez Bernstein, Deborah Bernstein, Elizabeth Fishman, Alicia Fishman and Diana Fishman.

 

11



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 20, 2003

/s/ Michael Bernstein

 

 

Michael Bernstein

 

 

 

 

Date: February 20, 2003

/s/ Inez Bernstein

 

 

Inez Bernstein

 

 

 

 

Date: February 20, 2003

/s/ Deborah Bernstein

 

 

Deborah Bernstein

 

 

 

 

Date: February 20, 2003

/s/ Elizabeth Fishman

 

 

Elizabeth Fishman

 

 

 

 

Date: February 20, 2003

/s/ Alicia Fishman

 

 

Alicia Fishman

 

 

 

 

Date: February 20, 2003

/s/ Diana Fishman

 

 

Diana Fishman

 

12


EX-7.1 3 j7769_ex7d1.htm EX-7.1

EXHIBIT 7.1

Agreement Regarding Joint Filing

 

The undersigned agree that a Schedule 13D, and any amendments thereto that may be required, shall be filed jointly on behalf of the undersigned, and any other person or entity who may hereafter be included in the definition of the “Group” in any required amendment, when and if required under provisions of the Securities Exchange Act of 1934 or rules or regulations of the Securities and Exchange Commission thereunder.

 

 

Date: February 20, 2003

/s/ Michael Bernstein

 

 

Michael Bernstein

 

 

 

 

Date: February 20, 2003

/s/ Inez Bernstein

 

 

Inez Bernstein

 

 

 

 

Date: February 20, 2003

/s/ Deborah Bernstein

 

 

Deborah Bernstein

 

 

 

 

Date: February 20, 2003

/s/ Elizabeth Fishman

 

 

Elizabeth Fishman

`

 

 

 

Date: February 20, 2003

/s/ Alicia Fishman

 

 

Alicia Fishman

 

 

 

 

Date: February 20, 2003

/s/ Diana Fishman

 

 

Diana Fishman

 

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