UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Craftmade International, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
22413E104
(CUSIP Number)
Brian Gilbert
Gould & Ratner
222 N. LaSalle Street, Suite 800
Chicago, Illinois 60601
(312) 236-3003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 2, 2008
(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 that is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7 for other parties to whom
copies are to be sent.
*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. 22413E104 13D Page 3 of 8
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Forwoodco, LLC / 36-4485935
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b) X
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
8. Shared Voting Power: 700,000*
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 700,000*
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 700,000*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
13. Percent of Class Represented by Amount in Row (11): 11.85%
14. Type of Reporting Person (See Instructions): OO (Limited Liability Company)
*Includes 500,000 shares of Common Stock directly owned by
Reporting Persons and 200,000 shares of Common Stock issuable
upon exercise of a Warrant dated January 2, 2008, which Warrant
is exercisable in full as of the date hereof through and
including January 1, 2018.
CUSIP No. 22413E104 13D Page 4 of 8
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Henry Crown and Company / 36-2123962
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions): OO
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
7. Sole Voting Power: 0
8. Shared Voting Power: 700,000*
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 700,000*
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 700,000*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
13. Percent of Class Represented by Amount in Row (11): 11.85%
14. Type of Reporting Person (See Instructions): CO
*Includes 500,000 shares of Common Stock directly owned by
Reporting Persons and 200,000 shares of Common Stock issuable
upon exercise of a Warrant dated January 2, 2008, which Warrant
is exercisable in full as of the date hereof through and
including January 1, 2018.
CUSIP No. 22413E104 13D Page 5 of 8
The Reporting Persons (as defined below) listed on the cover page to this
Schedule 13D hereby make the following Statement pursuant to Section 13(d) of
the Securities Exchange Act of 1934 (the ?Exchange Act?) and the rules and
regulations promulgated thereunder.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the common
stock, $0.01 par value per share (the "Common Stock"), of Craftmade
International, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 650 South Royal Lane, Suite 100,
Coppell, TX 75019.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of (a) Forwoodco, LLC
f/k/a Woodard, LLC ("Forwoodco"); and (b) Henry Crown and
Company ("HC&Co") and, together with Forwoodco, the "Reporting
Persons").
Forwoodco was formerly engaged in the outdoor furniture business, prior to the
sale of the assets thereof to Issuer, and is now a holding company for
miscellaneous assets. The principal place of business and principal offices of
Forwoodco are located at 222 N. LaSalle Street, Suite 1000, Chicago, Illinois
60601.
HC&Co is the Manager of Forwoodco and is a holding company for
diversified investments. The principal place of business and
principal offices of HC&Co are located at 222 N. LaSalle Street,
Suite 1000, Chicago, Illinois 60601.
During the last five years, none of the Reporting Persons or any
officer or director of Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors). During the last five years, none of the
Reporting Persons or any officer or director of Reporting
Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
a judgment, decree or final order (i) enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or (ii) finding a violation
with respect to such laws.
Forwoodco is a limited liability company formed under the laws of the State of
Delaware. HC&Co is a corporation organized under the laws of the State of
Delaware.
CUSIP No. 22413E104 13D Page 6 of 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities of the Issuer were acquired by or on behalf of
Forwoodco on January 2, 2008 in partial consideration for the
sale of substantially all of the assets of Forwoodco to Issuer
pursuant to the terms of the Asset Purchase Agreement dated
December 19, 2007 by and among Forwoodco, HC&Co and Issuer. In
addition to the Common Stock, Forwoodco received cash
consideration in connection with the afore-described sale of
assets.
ITEM 4. PURPOSE OF TRANSACTION
The securities reported hereunder were acquired and are held by
Reporting Persons for investment purposes. Reporting Persons
have no present plans to acquire additional securities of the
Issuer, or dispose of securities of the Issuer. Depending on
market conditions and other factors that the Reporting Persons
may deem material, the Reporting Persons may purchase additional
shares of Common Stock in the open market or in private
transactions. Depending on these same factors, the Reporting
Persons may sell all or a portion of the shares of Common Stock
beneficially owned by such persons in the open market or in
private transactions. Representatives of Reporting Persons have
participated, and may participate in the future, in discussions
with the Issuer's management about matters relating to the
business, operations and assets of the Issuer and matters
related thereto, including matters that may be specified in
Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Forwoodco and HC&Co, by virtue of its management of the business of
Forwoodco, may be deemed to beneficially own 700,000 shares of Common Stock
(consisting of 500,000 shares of Common Stock directly owned by Reporting
Persons, together with a Warrant to purchase 200,000 shares of Common Stock
dated January 2, 2008 ("Warrant")), representing approximately 11.85% of the
outstanding shares of Common Stock, calculated in accordance with Rule 13d-3
under the Exchange Act (based upon 5,204,500 shares of Common Stock issued and
outstanding as of October 31, 2007 as reported by the Issuer). Forwoodco and
HC&Co share the power to vote and dispose of the 700,000 shares of Common Stock
which it may be deemed to beneficially own.
(c) There have been no transactions in shares of Common Stock which are deemed
to be beneficially owned by the Reporting Persons during the past sixty days
other than as described herein.
CUSIP No. 22413E104 13D Page 7 of 8
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to the Operating Agreement of Forwoodco, as amended,
exclusive discretionary right, power and
of the affairs of
Forwoodco, including the right and power to direct the voting
and the disposition of shares of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing below, which is incorporated herein by reference.
CUSIP No. 22413E104 13D Page 8 of 8
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.
Forwoodco, LLC
By: ___/s/ David M. Rubin___________________
David M. Rubin, Secretary
Henry Crown and Company
By: ___/s/ Mel Cohen___________________
Mel Cohen, Vice President, Corporate Development
EXHIBIT INDEX
1. Joint Filing Agreement dated as of January 11, 2008 by and among the
Reporting Persons.
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, each of the undersigned does hereby consent and agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D and all
amendments thereto with respect to Craftmade International, Inc. Common Stock,
par value $0.01 per share, beneficially owned by each of them, and to the
inclusion of this Joint Filing Agreement as an exhibit thereto.
January 11, 2008
Forwoodco, LLC
By: ___/s/ David M. Rubin___________________
David M. Rubin, Secretary
Henry Crown and Company
By: ___/s/ Mel Cohen___________________
Mel Cohen, Vice President, Corporate Development
/304358 02300/001
388453.1 04650.001
Schedule 13D Page 1 of 10