SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT ON FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended February 5, 1994
Commission file number 1-10204
------------------------------
CPI CORP.
(Exact name of registrant as specified in its charter)
AMENDMENT NUMBER 1
------------
DELAWARE 43-1256674
(State of Incorporation) (I.R.S. Employer
Identification No.)
1706 Washington Avenue
St. Louis, Missouri 63103-1790
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 231-1575
-------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- - ------------------------------ -----------------------
Common Stock $.40 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
PAGE 1 OF 61
PAGES 4-10 OF THIS TRANSMISSION FILING CONTAINS THE AMENDED EXHIBIT
INDEX
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
____
<S> <C>
Amended Part IV, Item 14, Exhibits, 4
Financial Statement Schedules and
Reports on Form 8-K
Amended Exhibit (10)a 11
Material Contract
Signatures 61
</TABLE>
2
<PAGE>
The following pages reflect amendments to the Index to Certain
Documents and Exhibit (10)a Material Contracts portions of the
Company's Form 10-K for the fiscal year ended February 5, 1994.
3
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Index to Certain Documents
<TABLE>
Index to Certain Documents
<CAPTION>
Document
Page Number
-------------
Annual Report
To
Shareholders*
-------------
<S> <C>
(1) Independent Auditor's Report 178**
(2) Financial Statements:
(a) Consolidated Balance Sheets 145-146
as of February 5, 1994 and
February 6, 1993
(b) Consolidated Statements of 147
Earnings for the fiscal years
ended February 5, 1994,
February 6, 1993 and
February 1, 1992
(c) Consolidated Statements of 148-150
Changes in Stockholder's Equity
for the fiscal years ended
February 5, 1994,
February 6, 1993 and
February 1, 1992
(d) Consolidated Statements of 151-152
Cash Flows for the fiscal
years ended February 5, 1994,
February 6, 1993 and
February 1, 1992
(3) Notes to Consolidated Financial Statements 153-173
<FN>
* Which pages are incorporated herein by reference.
** Also on Page 20 of this Form 10-K.
</TABLE>
4
<PAGE>
<TABLE>
Index to Certain Documents
<CAPTION>
Page Number
Form 10-K
-----------
<S> <C>
(4) Financial Statement Schedules ***
I. Consolidated Short-Term
Investments 22-28
V. Consolidated Property and
Equipment 29-30
VI. Consolidated Accumulated
Depreciation of Property
and Equipment 31-32
VIII. Consolidated Allowance for
Uncollectible Receivables 33
X. Supplementary Consolidated
Earnings Statement Information 34
<FN>
*** All other schedules and notes under Regulation S-X are
omitted because they are either not applicable, not
required, or the information called for therein appears in
the consolidated financial statements of notes thereto.
</TABLE>
(b) Reports on Form 8-K
On December 23, 1993, the Company filed a Report on Form 8-K
with an attached press release announcing: a third quarter
decrease in earnings per share; a third quarter increase in
sales mainly due to acquisitions; expected fourth quarter
results below last year's and a $50 million investment in new
portrait studio technology and renovation.
5
<PAGE>
(c) Index to Exhibits
<TABLE>
Index to Exhibits
<CAPTION>
Page Number
Form 10-K
-----------
<S> <C>
3) Articles of Incorporation and Bylaws.
-------------------------------------
(a) Articles of Incorporation
Incorporated by reference to Exhibit 3
to the Company's Annual Report on
Form 10-K, dated April 27, 1990
(Commission File No. 1-10204)
(b) Bylaws
Incorporated by reference to Exhibit 3
to the Company's Annual Report on
Form 10-K, dated April 27, 1990
(Commission File No. 1-10204)
Amendment to Bylaws dated 35
February 3, 1994
4) Instruments Defining the Rights of
----------------------------------
Security Holders, Including Debentures.
---------------------------------------
(a) Articles of Incorporation and Bylaws.
Incorporated by reference to
Exhibit 3 to the Company's Annual
Report on Form 10-K, dated
April 27, 1990
(Commission File No. 1-10204)
(b) Note Agreement for Series A
Senior Notes Due August 31, 2000
($33,000,000) and Series B
Senior Notes due August 31, 2000
($27,000,000). Incorporated by
reference to Exhibit 4 to Form 10-Q,
filed September 3, 1993.
(Commission File No. 1-10204)
</TABLE>
6
<PAGE>
<TABLE>
Index to Exhibits
<CAPTION>
Page Number
Form 10-K
-----------
<S> <C>
(c) Pledge Agreement. Incorporated by
reference to Exhibit 4 to Form 10-Q,
filed September 3, 1993.
(Commission File No. 1-10204)
(d) Collateral Agency and Intercreditor
Agreement. Incorporated by reference
to Exhibit 4 to Form 10-Q, filed
September 3, 1993.
(Commission File No. 1-10204)
(e) Series A Senior Note Due
August 31, 2000. No. R-A1 $33,000,000.
Incorporated by reference to Exhibit 4
to Form 10-Q, filed September 3, 1993.
(Commission File No. 1-10204)
(f) Series B Senior Note Due
August 31, 2000. No. R-B1 $22,500,000.
Incorporated by reference to Exhibit 4
to Form 10-Q, filed September 3, 1993.
(Commission File No. 1-10204)
(g) Series B Senior Note Due
August 31, 2000. No. R-B2 $4,500,000.
Incorporated by reference to Exhibit 4
to Form 10-Q, filed September 3, 1993.
(Commission File No. 1-10204)
(h) Revolving Credit Agreement. Incorporated
by reference to Exhibit 4 to Form 10-Q,
filed September 3, 1993.
(Commission File No. 1-10204)
(i) Revolving Credit Note. Incorporated
by reference to Exhibit 4 to Form 10-Q,
filed September 3, 1993.
(Commission File No. 1-10204)
</TABLE>
7
<PAGE>
<TABLE>
Index to Exhibits
<CAPTION>
Page Number
Form 10-K
-----------
<S> <C>
(j) First Amendment to Rights Agreement.
Incorporated by reference to Exhibit 4
to Form 10-Q, filed September 3, 1993.
(Commission File No. 1-10204)
(k) CPI Corp. Shareholder Rights Plan.
Incorporated by reference to
Exhibit 8 to Form 8-A, filed
May 2, 1989.
(l) Amendment to CPI Corp. Shareholder 36-37
Rights Plan
10) Material Contracts
------------------
(a) Contract With Sears, Roebuck and Co. 38-87
(Portions of this exhibit have been
omitted and separately filed with
the Commission pursuant to a request
for confidential treatment of such
omitted items.)
</TABLE>
8
<PAGE>
<TABLE>
Index to Exhibits
<CAPTION>
Additional information required by this Item 10 is
incorporated by reference to the below listed documents with
corresponding filing date and registration or Commission file
numbers where applicable.
Registration/
Information Incorporated Document Filing Commission
by Reference Referred to Date File Numbers
- - --------------------------- ------------- -------- ------------
<S> <C> <C> <C>
(b) Employment Agreements- Annual Report 5/5/93 1-10204
A. Essman, R. Isaak, on Form 10-K
D. April, P. Morris, dated 4/30/93
B. Arthur
(c) CPI Corp. 1981 Stock Annual Report 5/5/93 1-10204
Bonus Plan (As Amended on Form 10-K,
and Restated on 2/3/91) dated 4/30/93
(d) Deferred Compensation Annual Report 5/1/92 1-10204
and Stock Appreciation on Form 10-K,
Rights dated 4/24/92
(e) Employment Termination Annual Report 5/1/92 1-10204
Agreement - S. Coovert on Form 10-K,
dated 4/24/92
(f) CPI Corp. Restricted Annual Report 5/1/92 1-10204
Stock Plan on Form 10-K,
dated 4/24/92
(g) Deferred Compensation Annual Report 5/1/92 1-10204
and Retirement Plan on Form 10-K,
for Non-Management dated 4/24/92
Directors
(h) Stock Purchase Form 8-K 3/25/91 -
Agreement - M. Bohm
(i) CPI Corp. Stock Option Form S-8 7/28/92 33-50082
Plan (As Amended and
Restated
effective 2/2/92)
(j) Registration of Form 8-A 3/21/89 -
Securities on the New
York Stock Exchange
(k) CPI Corp. Shareholder Exhibit to 5/2/89 -
Rights Plan Form 8-A
(l) CPI Voluntary Stock Form D 3/31/93 -
Option Plan
</TABLE>
9
<PAGE>
<TABLE>
Index to Exhibits
<CAPTION>
Page Number
Form 10-K
-----------
<S> <C>
11) Computation of Earnings
Per Common Share 88
13) 1992 Annual Report to Shareholders 89-181
21) Subsidiaries of the Registrant 182-183
23) Accountants' Consent 184
</TABLE>
10
<PAGE>
Exhibit (10)a
MATERIAL CONTRACT
The following pages reflect the contract the Company has with
Sears, Roebuck and Co. Portions of this exhibit have been omitted
and separately filed with the Commission pursuant to a request for
confidential treatment of such omitted items.
11
<PAGE>
LICENSE AGREEMENT
PORTRAIT STUDIO
FINITE 195-020
THIS LICENSE AGREEMENT (hereinafter referred to as
"Agreement") is entered into as of the 1st day of January,
1994, by SEARS, ROEBUCK AND CO., a New York corporation
("Sears") and CONSUMER PROGRAMS INCORPORATED a Missouri
corporation, ("Licensee").
Sears and Licensee hereby agree as follows:
LICENSE
1. Licensee is in the business described in this
paragraph, and has expertise in that business and has a
marketing plan for that business. Sears hereby grants
Licensee the non-exclusive privilege of conducting and
operating, and Licensee shall conduct and operate, pursuant to
the terms, provisions and conditions contained in this
Agreement, a licensed business for the purpose of producing
photographic portraits, passport photographs, photographic
copy, video transfers and restoration work (hereinafter
referred to as "Licensed Business"), at the Sears locations
designated below or in Location Riders: ("Designated Sears
Store(s)").
Dst. AcCtr. Store/Location
---- ------ --------------
To be provided
LISTED ON THE ATTACHED LOCATION RIDER DATED JANUARY l, 1994.
TERM
2. The term ("Term") of this Agreement shall be for a
period beginning on January 1, 1994 and ending at the close of
business on December 31, 1998 unless sooner terminated under
any of the provisions of this Agreement.
REPRESENTATION TO LICENSEE
3. Sears makes no promises or representations whatsoever
as to the potential amount of business Licensee can expect at
any time during operation of the Licensed Business. Licensee
is solely responsible for any expenses it incurs related to
this Agreement, including any increase in the number of
Licensee's employees or any expenditures for additional
facilities or equipment.
12
<PAGE>
UNAUTHORIZED SALES
4. Licensee shall use the Licensed Business area only
for the purpose authorized in this Agreement, and will offer
for sale only those services and merchandise expressly
authorized by this Agreement.
SEARS COMMISSION
5. (a) Licensee shall pay to Sears a commission ("Sears
Commission") which shall be a sum equal to ten percent (10%)
of total annual net sales if less than $50,000 and fifteen
percent (15%) of total annual net sales if annual net sales
are equal to or over $50,000 - retroactive to the first
dollar. Accounting Centers are to deduct commission rate at
fifteen percent (15%). Licensee will bill Sears annually for
any excess commissions taken from any units with annual net
sales of less than $50,000.
NET SALES
(b) "Net Sales" means gross sales from operation of
the Licensed Business, less sales taxes, returns and
allowances.
GROSS SALES
(c) "Gross Sales" means all of Licensee's direct or
indirect sales of services and merchandise from the Licensed
Business including, but not limited to, sales arising out of
referrals, contacts, or recommendations obtained through the
operation of the Licensed Business.
STRATEGIC DEVELOPMENT CONTRIBUTIONS
6. (a) License acknowledges that Sears has begun
implementation of a strategic plan to enhance its merchandising
business that will include the redesign of many of the retail
stores in which Licensee conducts its operations. Licensee further
acknowledges that in connection with Sears' redesign of its retail
facilities, the space available for Licensee's operations may be
relocated and the square footage available to Licensee may increase
considerably over the life of this Agreement. Licensee desires to
support Sears' implementation of its strategic plan in accordance
with the terms and conditions of this Agreement and through the
implementation of Licensee's own strategic plan.
(b) Sears acknowledges that Licensee has begun the
implementation of a strategic plan to enhance its Sears Portrait
Studio business that includes the redesign and enlargement of many
of its Sears Portrait Studios and the introduction of digital
13
<PAGE>
imaging technology in its portrait studio operations at a
substantial expense to Licensee. Sears desires to support
Licensee's strategic plan in accordance with the terms and
conditions of this Agreement and through the implementation of
Sears' own strategic plan.
(c) [DELETED PURSUANT TO REQUEST FOR CONFIDENTIALITY
TREATMENT]
(d) Not later than December 31st of each fiscal year
Licensee shall deliver to Sears its estimate of the total amount
that either party should expect to pay for such fiscal year under
subparagraph (c) together with the detail of Licensee's computation
of the amount of payment. The first installment of such payment in
the amount of 90% of the estimated annual adjustment shall be paid
on or before January 15 of the following year.
(e) The final payment of the amount due under subparagraph
(c) for a fiscal year of Licensee shall be made within ten business
days after Licensee delivers to Sears certification of Licensee's
chief financial officer of the amounts constituting [DELETED
PURSUANT TO REQUEST FOR CONFIDENTIALITY TREATMENT] and the
computation of the amount of the payment required under
subparagraph (c). Licensee shall deliver such certification and
computation to Sears not later than 90 days after the end of
Licensee's fiscal year.
USE OF SEARS NAME
7. (a) Licensee shall operate the Licensed Business
under the name SEARS PORTRAIT STUDIOS. Licensee shall use the
name of Sears only in connection with the operation of the
Licensed Business. Licensee shall not begin any business
activity under this Agreement without Sears prior written
approval of any and all names that Licensee intends to use in
conjunction with the Licensed Business.
(b) Licensee shall only use the name of Sears, or any
Sears trademark, service mark or trade name (Sears Marks),
when communicating with customers or potential customers of
the Licensed Business. Licensee shall not use Sears Marks
either orally or in writing, including, but not limited to,
use of any letterhead, checks, business cards, or contracts,
when communicating with persons or entities other than
customers or potential customers of the Licensed Business.
All such communications shall be done solely in Licensee's own
name.
(c) Licensee shall not question, contest or
challenge, either during or after the Term of this Agreement,
Sears ownership of any Sears Marks Sears may license Licensee
14
<PAGE>
to use in connection with the Licensed Business. Licensee
will claim no right, title or interest in any Sears Mark or
Sears Information (mailing lists/names), except the right to
use the same pursuant to the terms and conditions of this
Agreement, and will not register or attempt to register any
Sears Mark.
(d) Licensee recognizes and acknowledges that the
use of any Sears Mark shall not confer upon Licensee any
proprietary rights to any Sears Mark. Upon termination of
this Agreement, Licensee shall immediately stop using any
licensed Sears Mark, and will execute all necessary or
appropriate documents to confirm Sears ownership, or to
transfer to Sears any rights Licensee may have acquired from
Sears in any Sears Mark.
(e) Nothing in this Agreement shall be construed to
bar Sears, after expiration or termination of this Agreement,
from protecting its right to the exclusive use of its
trademarks, service marks or trade names against infringement
by any party or parties, including Licensee.
(f) Sears may register in its own name any and all of
the trademarks, service marks or trade names used in operation
of the Licensed Business, and Licensee's use of such names and
marks shall inure to the benefit of Sears for such purposes as
well as for all other purposes and such marks shall be
included in the term "Sears Marks." Licensee shall cooperate
in any such registration or application for registration by
Sears.
(g) Sears Marks and Sears Information licensed under
this Agreement possess a special, unique and extraordinary
character which makes it difficult to assess the monetary
damage Sears would sustain in the event of unauthorized use.
Irreparable injury would be caused to Sears by such
unauthorized use, and Licensee agrees that preliminary or
permanent injunctive relief would be appropriate in the event
of breach of this Paragraph 7 by Licensee.
(h) If Licensee learns of any manufacture or sale by
any third party of products and/or services similar to those
offered by Licensee that would be confusingly similar to those
sold by Licensee in the minds of the public and which bear or
are promoted in association with Sears Marks or any names,
symbols, emblems, or designs or colors which would be
confusingly similar in the minds of the public to Sears Marks,
Licensee will promptly notify Sears. Sears shall, at its sole
expense, take such action as it determines, in its sole
discretion, is appropriate. Licensee will cooperate and assist
in such protest or legal action at Sears expense. If demanded
15
<PAGE>
by Sears, Licensee shall join in such protest or legal action
at Sears expense. Licensee shall not undertake any protest or
legal action on its own behalf without first securing Sears
written permission to do so. If Sears permits Licensee to
undertake such protest or legal action, such protest or legal
action shall be at Licensee's sole expense. Sears shall
cooperate and assist Licensee at Licensee's expense. For the
purposes of this paragraph, expenses shall include reasonable
attorneys' fees. All recovery in the form of legal damages or
settlement shall belong to the party bearing the expense of
such protest or legal action.
(i) Licensee shall not file suit using Sears name or
undertake any legal proceeding against any customer without
Sears prior written approval.
ADVERTISING
8. (a) Licensee shall advertise and actively promote the
Licensed Business authorized by this Agreement. It is
expressly understood and agreed that all signs, advertising
copy including but not limited to sales brochures, newspaper
advertisements, radio and television commercials, and all
sales promotional plans and devices, and all customer contract
forms, guarantee certificates and other forms and materials
which may be utilized with respect to said Licensed Business,
shall be first submitted for approval to Sears Marketing
Manager Licensed Businesses in Hoffman Estates, Illinois and
Licensee further agrees that it will not issue any such
advertising material or conduct any such sales promotional
plan or device without such prior approval. Sears shall have
the right to disapprove all the aforesaid advertising forms
and other materials insofar as it does not properly use Sears
trademarks, service marks or trade names; may subject Sears to
liability, loss of good will, damage to Sears reputation or
Sears customer relations; may fail to adhere to the
requirements or any Federal, State or Local governmental
rules, regulations and laws; or may fail to conform to
community or Sears standards of good taste and honest dealing.
At Licensee's option and request, Sears may purchase newspaper
advertising and/or electronic media time for Licensee at
Licensee's expense for said concession, provided that Licensee
provides Sears with all necessary information for any
requested advertising at least seven days prior to the date
such advertising is to be run.
16
<PAGE>
REIMBURSEMENT
(b) Licensee hereby agrees to reimburse Sears for all
expenses, including but not limited to advertising, incurred
by Sears on behalf of Licensee and requested by Licensee,
within thirty (30) days after the invoice for said expense(s)
is sent by Sears to Licensee. If Sears does not receive
reimbursement prior to the expiration of said thirty (30)
days, then Sears shall have the right, but not the obligation,
to retain out of Licensee's sales receipts described in
Paragraph 29 the amount of said expense(s) with interest, if
any, due to Sears.
PUBLICITY
9. Licensee will not issue any publicity or press
release regarding its contractual relations with Sears or
regarding the Portrait Business in Sears stores, and will
refrain from making any reference to this Agreement or to
Sears in any prospectus, annual report or other filing
required by Federal or state law, or in the solicitation of
business, without obtaining Sears prior written approval of
such action.
RELATIONSHIP
10. Licensee is an independent contractor. Nothing
contained in or done pursuant to this Agreement shall be
construed as creating a partnership, agency or joint venture;
and neither party shall become bound by any representation,
act or omission of the other party.
PRICES
11. Sears has no right or power to establish or control
the prices at which Licensee offers service and/or merchandise
in the Licensed Business. Such right and power is retained by
Licensee.
LICENSEE'S OBLIGATIONS
12. (a) Licensee will not make purchases or incur any
obligation or expense of any kind in the name of Sears. Prior
to any purchases involving the Licensed Business, Licensee
shall inform its vendors that Sears is not responsible for any
obligations incurred by Licensee. At Sears request, Licensee
shall furnish to Sears the names of all parties from whom
Licensee purchases merchandise or with whom Licensee may have
any business or contractual relations in connection with the
Licensed Business.
17
<PAGE>
(b) Licensee shall promptly pay all its obligations,
including those for labor and material, and will not allow any
liens to attach to any Sears or customer's property as a
result of Licensee's failure to pay such sums.
LICENSEE'S EMPLOYEES
13. (a) Licensee shall employ all management and other
personnel necessary for the efficient operation of the
Licensed Business. The Licensed Business shall be operated
solely by Licensee's employees, and not by independent
contractors, sub-contractors, sub-licensees or by any other
such arrangement.
(b) Licensee has no authority to employ persons on
behalf of Sears and no employees of Licensee shall be deemed
to be employees or agents of Sears. Licensee has sole and
exclusive control over its labor and employee relations
policies, and its policies relating to wages, hours, working
conditions, or conditions of its employees. Licensee has the
sole and exclusive right to hire, transfer, suspend, lay off,
recall, promote, assign, discipline, adjust grievances and
discharge its employees, provided, however, that at any time
Sears so requests, Licensee will consider transferring from
the Licensed Business any employee who is objectionable to
Sears because of risk of harm to the health, safety and/or
security of Sears customers, employees or merchandise and/or
whose manner impairs Sears customer relations. If Sears
objects to any of Licensee's employees, and Licensee refuses
to remove such employee and the conditions which caused Sears
to object continue, Sears may terminate any affected location
by giving thirty (30) days notice to Licensee.
(c) Licensee is solely responsible for all salaries
and other compensation of its employees and will make all
necessary salary deductions and withholdings from its
employees' salaries and other compensation. Licensee is
solely responsible for so paying any and all contributions,
taxes and assessments and all other requirements of the
Federal Social Security, Federal and state unemployment
compensation and Federal, state and local withholding of
income tax laws on all salary and other compensation of its
employees.
(d) Licensee will comply with any other contract,
Federal, state or local law, ordinance, rule, or regulation
regarding its employees, including Federal or state laws or
regulations regarding minimum compensation, overtime and equal
opportunities for employment, and, in particular, Licensee
18
<PAGE>
will comply with the terms of the Federal Civil Rights Acts,
Age Discrimination in Employment Act, Occupational Safety and
Health Act, and the Federal Fair Labor Standards Act, whether
or not Licensee may otherwise be exempt from such acts because
of its size or the nature of its business or for any other
reason whatsoever.
LICENSEE'S EQUIPMENT
14. (a) Entirely at its own expense, Licensee shall
install furniture, fixtures, and equipment, including cash
registers as necessary for the efficient operation of the
Licensed Business ("Licensee's Equipment"). Licensee's
Equipment, and its size, design and location, shall at all
times be subject to Sears approval.
PROHIBITED LIENS
(b) Licensee shall not allow any liens, claims or
encumbrances to attach to Sears premises. In the event any
lien, claim or encumbrance attaches to Sears premises,
Licensee shall immediately take all necessary action to cause
such lien, claim or encumbrance to be released, or Sears, at
its option, may take such action and charge Licensee or
withhold from sales receipts all expenses, including
attorneys' fees, incurred by Sears in removing such liens.
MERCHANDISE STOCK
15. Licensee shall maintain a stock of good quality
merchandise as necessary to assure efficient operation of the
Licensed Business.
STANDARDS
16. Licensee shall provide Sears with copies of its
written procedures and policies establishing minimum standards
of quality and/or performance. Licensee shall immediately
advise Sears of any changes in its standards. Without
limiting Paragraph 26, Licensee shall observe no less than
such minimum standards of quality and/or performance. Sears
may visit Licensee's offices, work sites and/or other place of
business at any reasonable time for the purpose of verifying
Licensee's compliance with its standards of quality and/or
performance.
CONDITION OF LICENSED BUSINESS AREA
17. (a) Licensee shall be primarily responsible for any
preparations necessary for the operation of the Licensed
Business.
19
<PAGE>
(b) Licensee shall, at its expense, keep the Licensed
Business area in a thoroughly clean and neat condition and
shall maintain Licensee's Equipment in good order and repair.
Sears shall provide routine janitorial service in the Licensed
Business area, consistent with the janitorial services
regularly performed in the Designated Sears Store.
HOURS, RULES
18. (a) The Licensed Business shall be kept open for
business and operated during the same business hours that the
Designated Sears Store is open for business, or by specific
agreement with store management, except to the extent
prevented by circumstances beyond the control of Sears or
Licensee.
(b) Licensee shall conduct its operations in an
honest, courteous and efficient manner and abide by safety and
security rules and regulations of Sears in effect from time to
time.
ACCESS TO LICENSED BUSINESS AREA
19. Licensee shall have access to the Licensed Business
area at all times that the Designated Sears Store is open to
customers for business and at all other times as the
appropriate Store Manager approves. Sears shall be furnished
with keys to the Licensed Business area and shall have access
to the Licensed Business area at all times.
PHYSICAL INVENTORY
20. Sears may, solely at Sears discretion, not open any
Designated Sears Store at any time to take a physical
inventory of Sears property. Licensee waives any claim it may
have against Sears for damages resulting from such closing.
CHANGES OF LOCATION
21. (a) Sears shall have the right to change the
location, dimensions and square footage of the Licensed
Business from time to time during the Term of this Agreement
in accordance with Sears judgment as to what arrangements will
be most satisfactory for the general good of the Designated
Sears Store(s). Consistent with the parties strategic
development plans set forth in Paragraph 6, Licensee shall
bear all expenses involved in moving Licensee's Equipment and
all expenses for preparing the new space for occupancy by
Licensee. Such expenses shall be allocated by Sears to
20
<PAGE>
Licensee based on the average cost per square foot each year
as set forth in the Means Building Construction Costs Data -
Annual Edition.
(b) Notwithstanding the above, if Sears at its sole
discretion decides that the Licensed Business' location should
be changed, Sears will move Licensee's Equipment to the new
location and prepare the new space for occupancy by Licensee.
Sears shall bear all expense involved in such change of the
Licensed Business' location, including the reasonable cost of
new fixtures if the Licensed Business' then existing fixtures
reasonably adapted to the new location. The provision of this
Paragraph shall be applicable only to a second move of the
Licensed Business' location and/or any subsequent move(s)
during the term of this Agreement.
UTILITIES
22. (a) Sears shall furnish, at reasonable hours, and
except as otherwise provided, without expense to Licensee, a
reasonable amount of heat, light and electric power for the
operation of the Licensed Business, except when prevented by
strikes, accidents, breakdowns, improvements and repairs to
the heating, lighting and electric power systems or other
causes beyond the control of Sears. Sears shall not be liable
for any injury or damage whatsoever which may arise by reason
of Sears failure to furnish such heat, light and electric
power, regardless of the cause of such failure, all claims for
such injury or damage are expressly waived by Licensee.
(b) The expense of installing light and power lines
which may be required in order to bring such utilities up to
the Licensed Business area shall paid by Licensee. The
expense of purchasing and installing all fixtures and
equipment within the area occupied by the Licensed Business,
including all necessary electrical connections for the
Licensed Business, and also including the subsequent
maintenance of fixtures and equipment, shall be paid by
Licensee.
TELEPHONE
23. (a) If requested by Licensee, Sears will arrange for
telephone service for the Licensed Business, and Licensee
shall pay the entire cost of the installation of the telephone
equipment necessary to provide such service. Licensee shall
also pay the entire cost of the telephone service furnished to
the Licensed Business, including the pro rata cost of the
operation, maintenance, expense, property taxes, insurance
21
<PAGE>
expense, corporate interest expense, and/or payment charges of
the switchboard or telephone communication system at the
Designated Sears Store(s). Such charges shall be consistent
with Sears charges to its own merchandising departments for
similar service.
(b) All telephone numbers used in connection with the
Licensed Business shall be separate from phone numbers used by
Licensee in its other business operations and such numbers
shall be deemed to be the property of Sears. Upon expiration
or termination of this Agreement, Licensee shall immediately
cease to use such numbers and shall transfer such numbers to
Sears or to any party Sears designates, and Licensee shall
immediately notify the telephone company of any such transfer.
(c) Sears shall have the right to approve, before
placement, all yellow and white page telephone listings for
the Licensed Business. Sears may, at its sole option, require
that any telephone number listed in any telephone directory
using Sears name be billed through a Sears store or office.
BILLING OF CUSTOMERS
24. Customers will not be billed, and no settlement will
be made between the parties with respect to any cash or credit
transaction until Licensee has completed the sale or service
for the customer, or until Licensee and the customer have
executed an agreement whereby Licensee will provide future
services for the customer.
QUOTATIONS, ORDERS
25. All quotations for Licensee's service made to
customer by Licensee shall be in writing, or by telephone
authorization from the customer, and such service shall be
performed only upon receipt of a written order signed by such
customer. The content of the forms used for making quotations
and for taking orders shall be satisfactory to both parties.
Licensee shall not charge customers for estimates or
proposals.
CUSTOMER ADJUSTMENT
26. All of the work and services performed by Licensee in
connection with the Licensed Business shall be of a high
standard of workmanship, and all of the merchandise sold in
the Licensed Business shall be of high quality. Licensee
shall at all times maintain a general policy of "Satisfaction
Guaranteed" to customers and shall adjust all complaints of
and controversies with customers arising out of the operation
22
<PAGE>
of the Licensed Business. In any case in which an adjustment
is unsatisfactory to the customer, Sears shall have the right,
at Licensee's expense, to make such further adjustment as
Sears deems necessary under the circumstances, and any
adjustment made by Sears shall be conclusive and binding upon
Licensee.
Licensee shall maintain files pertaining to customer
complaints and their adjustment and make such files available
to Sears. Sears may deduct the amounts of any such
adjustments from the sales receipts held by Sears as described
in Paragraph 29.
CHECKS
27. (a) All checks or money orders which Licensee accepts
from customers shall be made payable to Sears, Roebuck and
Co.. Licensee shall make certain that all checks are filled
out correctly, having the customer's signature, date, and the
correct amount (in both locations), and be verified in
accordance with Sears policies in effect from time to time.
Checks which are deficient in any of the above areas may be
charged back to Licensee, and Licensee shall reimburse Sears
for any of Sears Commission lost as a result of Licensee's
failure to obtain a properly filled out and verified check.
(b) Sears shall not be entitled to Sears Commission
for those checks that have all of the above information but
which are not paid upon presentment. Any and all losses which
may be sustained by reason of nonpayment of any checks upon
presentment shall be borne by Licensee, and Sears shall have
no liability with respect to such checks, provided that Sears
will make whatever effort it deems reasonable to collect all
such checks prior to charging back such checks to Licensee.
BAD CHECKS
(c) After Sears has made at least one attempt to
collect any bad or returned checks a photocopy of the check
will be made and kept on file in each Sears store. On a
monthly basis, each Sears store will return the checks to
Licensee in the pre-addressed, postage paid envelopes provided
by Licensee. Attached to the checks will be a tape total, to
include the store number, the charge back month, and the total
being deducted from the settlement. Licensee assumes
responsibility for checks lost in the mail. Each Sears store
will maintain a file of duplicate copies for ninety (90) days
and Sears will assume liability for the duplicate totals that
do not balance to the deductions on the monthly settlement
report. Such liability ceases in ninety (90) days.
23
<PAGE>
CREDIT SALES
28. (a) With the approval of the Credit Central
designated by Sears, sales may be made by Licensee on such of
Sears regularly established credit plans, including Discover
Card, Visa, Mastercard and American Express, as may be first
approved by such Credit Central. The approval of such Credit
Central is required for each individual credit sale, and
approval shall be granted in the sole discretion of the Credit
Central. No part of the finance charge which may be earned by
Sears in connection with any credit sale shall be payable to
or credited in any way to Licensee. All losses sustained by
Sears as a result of non-payment of a Sears credit account
shall be borne by Sears, provided that Licensee has complied
with Sears credit policies and procedures. Except for non-
payment of a Sears credit account, Sears shall have no
liability whatsoever to Licensee for Sears failure to properly
accept or reject a customer's charge.
(b) Licensee will comply with all provisions of
Federal and state laws governing credit sales, and their
solicitation, including but not limited to provisions dealing
with disclosures to customers and finance charges. Licensee
shall not modify, in any way, the terms and conditions of
Sears credit plans.
SALES RECEIPTS
29. At the close of each business day, Licensee shall
submit an accounting of the gross sales and the returns,
allowances and customer adjustments made during such day by
Licensee to the cashier office of the Sears unit designated by
Sears, together with the gross amount, in cash, of all cash
sales, and all credit sales documents for transactions
completed that day. An account shall be kept by both Licensee
and Sears. Sears may retain out of such receipts the proper
amount of the Sears Commission payable under this Agreement
together with any other sums due Sears from Licensee. The
remaining balance shall be payable to Licensee at the regular
settlement. Sears shall maintain in each location, complete
register tapes of Licensee's transactions for a sixty (60) day
period.
SETTLEMENT
30. (a) A settlement between the parties shall be made
promptly each month for all cash and credit transactions of
Licensee during such period, in accordance with Sears
24
<PAGE>
customary accounting procedures. Such settlement will be done
through the Sears Accounting Center designated by Sears.
Sears will advance Licensee eighty-five percent (85%) of net
sales weekly.
(b) Licensee shall reimburse Sears at each settlement
for all invoiced expenses, including any advertising expense,
incurred by Sears at Licensee's request, outstanding at the
time of such settlement. If Sears is not reimbursed at such
settlement, then Sears shall have the right, but not the
obligation, to retain out of Licensee's sales receipts the
amount of such expenses with interest, if any, due Sears.
AUDIT
31. Licensee shall keep and maintain books and records
which accurately reflect the sales made by Licensee under this
License Agreement and the expenses which Licensee incurs in
performing under this License Agreement. Sears shall have the
right at any reasonable time to review and audit the books and
records of Licensee regarding this License Agreement. Such
books and records shall be kept and maintained according to
generally accepted accounting principles.
REPORTS
32. (a) Licensee shall provide to Sears a monthly report
of sales and income in the manner and form prescribed by
Sears, together with any other information Sears may require
for its records or auditing purposes.
(b) Licensee shall submit its financial report to
Sears annually within ninety (90) days after the close of
Licensee's fiscal year. Such report shall be certified by an
accountant, or by an officer of Licensee in the event that no
audit is performed. Such report shall include, but shall not
be limited to, Licensee's profit and loss statement and
balance sheet, and shall be prepared in accordance with
generally accepted accounting principles. This requirement
may be fulfilled by submission of Licensee's Annual Report.
Sears shall not disclose any such information which is not
available to the public to any third parties without
Licensee's prior consent.
25
<PAGE>
WAIVER
33. Licensee waives any and all claims it may have
against Sears for damage to Licensee, for the safekeeping or
safe delivery or damage to any property whatsoever of Licensee
or of any customer of Licensee in or about the Licensed
Business area, because of the actual or alleged negligence,
act or omission of any tenant, licensee or occupant of the
premises at which the Licensed Business may be located; or
because of any damage caused by any casualty from any cause
whatsoever, excluding Sears sole negligence, including but not
limited to, fire, water, snow, steam, gas or odors in or from
such store or store premises, or because of the leaking of any
plumbing, or because of any accident or event which may occur
in such store or upon store premises; or because of the actual
or alleged acts or omissions of any janitors or other persons
in or about such store or store premises or from any other
such cause whatsoever beyond Sears Control.
INDEMNITY BY LICENSEE
34. Licensee covenants that it will protect, defend, hold
harmless and indemnify Sears, its directors, officers and
employees, from and against any and all expenses, claims,
actions, liabilities, penalties, attorneys' fees, damages and
losses of any kind whatsoever (including, without limitation
of the foregoing, death of or injury to persons and damage to
property), actually or allegedly resulting from or connected
with the operation of the Licensed Business (including,
without limitation of the foregoing, goods sold, work done,
services rendered, or products utilized in therein, lack of
repair in or about the area occupied by the Licensed Business,
operation of or defects in any machinery, motor vehicles, or
equipment used in connection with the Licensed Business, or
located in or about the Licensed Business area; or arising out
of any actual or alleged infringement of any patent or claim
of patent, copyright or non-Sears trademark, service mark, or
trade name); or from the omission or commission of any act,
lawful or unlawful by Licensee or its agents or employees,
whether or not such act is within the scope of the employment
of such agents or employees. This indemnity shall not apply
to the extent any injury or damage is caused solely by Sears
negligence. Licensee's indemnity shall survive the
termination of this Agreement.
26
<PAGE>
INSURANCE
35. (a) Licensee shall, at its sole expense, obtain and
maintain during the Term of this Agreement the following
policies of insurance from companies satisfactory to Sears and
containing provisions satisfactory to Sears and adequate to
fully protect Sears as well as Licensee from and against all
expenses, claims, actions, liabilities and losses related to
the subjects covered by the policies of insurance below:
(1) Worker's Compensation Insurance containing a
waiver of subrogation in favor of Sears (where permitted by
state law) executed by the insurance company and covering all
costs, benefits and liability under state Worker's
Compensation and similar laws which may accrue in favor of any
person employed by Licensee; and Employer's Liability
Insurance with limits of not less than $100,000.
(2) Commercial General Liability Insurance,
including but not limited to coverage for product liability
and completed operations insurance, and containing a
Contractual Liability Endorsement specifically covering the
indemnity provisions in this Agreement, with limits of not
less than $500,000 for bodily injury per occurrence and
$100,000 for property damage per occurrence.
(3) Motor Vehicle Liability insurance with an
Employer's Non-Ownership Liability Endorsement in Licensee's
name covering all vehicles used by Licensee in connection with
the Licensed Business, with limits of not less than $500,000
combined single limit for bodily injury and property damage
per occurrence.
(4) Fire and Extended Coverage Insurance upon
Licensee's property, equipment and merchandise used in the
Licensed Business for the full insurable value thereof and
containing a waiver of subrogation in favor of Sears executed
by the insurance company.
(b) In order to avoid conflicts between insurance
companies, Licensee shall use its best efforts to have all
policies of insurance required by this Paragraph issued by one
(l) insurance company. Each policy shall name Sears as an
additional insured and shall contain a severability of
interest/cross liability endorsement.
(c) Licensee's policies of insurance shall expressly
provide that they shall not be subject to material change or
cancellation without at least thirty (30) days' prior notice
to Sears.
27
<PAGE>
(d) Licensee shall furnish Sears with certificates of
insurance or, at Sears request, copies of policies, prior to
execution of this Agreement. If, in Sears opinion, such
policies do not afford adequate protection for Sears, Sears
will so advise Licensee, and if Licensee does not furnish
evidence of acceptable coverage within fifteen (15) days,
Sears shall have the right, at its option, to obtain
additional insurance at the expense of Licensee and deduct the
cost of such insurance from the sales receipts held by Sears
as described in Paragraph 29 of this Agreement.
(e) Any approval by Sears of any of Licensee's
insurance policies or additional insurance obtained by Sears
shall not relieve Licensee of any responsibility under this
Agreement, including liability for claims in excess of
described limits.
MUTUAL RIGHT OF TERMINATION
36. Either party may terminate this Agreement, or any
location, without cause, without penalty, and without
liability for any damages as a result of such termination, at
any time hereafter by giving the other party at least ninety
(90) days' prior notice. The notice shall specify the
termination date.
ASSIGNMENT BY LICENSEE
37. Notwithstanding any other provision contained in this
Agreement, this Agreement is not transferable by Licensee in
whole or in part without Sears prior written consent. Any
transfer or attempt to transfer by Licensee whether expressly
or by operation of law, and without Sears prior written
consent, shall, at the option of Sears, without notice,
immediately terminate this Agreement. The sale of Licensee's
business or any other transaction (including sales of stock)
which shifts the rights or liabilities of Licensee to another
controlling interest shall be such a transfer.
RIGHT TO TERMINATION ON DEFAULT BY LICENSEE
38. If any property of Licensee passes into the hands of
any receiver, assignee, officer of the law or creditor, or if
Licensee vacates, abandons, or ceases to operate under this
Agreement, or if Licensee fails to comply with any material
provision or condition of this Agreement, then Sears may
terminate this Agreement immediately by giving notice to
Licensee.
28
<PAGE>
RIGHT TO TERMINATION ON CLOSING OF STORE
39. Sears may, solely at Sears discretion, terminate this
Agreement in any affected Licensed Business location without
notice, due to the closing of the Designated Sears Store.
Licensee shall not be entitled to any notice of such store
closing prior to a public announcement of such closing.
Licensee waives any claim it may have against Sears for
damages, if any, incurred as a result of such closing.
RIGHT OF TERMINATION AFTER FIRE
40. If any Designated Sears Store is damaged by fire or
any other casualty so that the Licensed Business area becomes
untenantable, this Agreement may be terminated with respect to
such Licensed Business location, effective as of the date of
such casualty, by either party giving the other party written
notice of such termination within twenty (20) days after the
occurrence of such casualty. If such notice is not given,
then this Agreement shall not terminate, but shall remain in
full force and effect and the parties shall cooperate with
each other so that Licensee may resume the conduct of business
as soon as possible.
SUBJECT TO STORE LEASES
41. If any Designated Sears Store is leased to Sears this
Agreement shall be subject to all of the terms, agreements and
conditions contained in such lease. In the event of the
termination of any such lease by expiration of time or
otherwise, this Agreement shall immediately terminate with
respect to affected Licensed Business locations.
FUTURE OBLIGATIONS
42. After the termination of this Agreement by expiration
of time or otherwise, Licensee shall have no right or interest
in future contracts with Sears relating to any operation
similar to that under this Agreement, and Sears may, without
incurring any liability to Licensee:
(1) enter into an agreement for the operation of
a similar business with any person or organization Sears
chooses, including, but not limited to, Licensee or any of
Licensee's counterparts, or
(2) directly operate a similar business itself.
29
<PAGE>
GOODWILL
43. Licensee acknowledges that the commission rate
established by this Agreement takes into consideration that
all good will generated by the operation of the Licensed
Business inures completely to the benefit of Sears and that
Licensee has no right or interest in such good will. "Good
will" includes all ownership rights in any information
regarding the customers of the Licensed Business.
DATA
44. Any customer list developed by Licensee, its
employees or agents from the operation of, or from records
generated as a result of the operation of the Licensed
Business, are deemed exclusively owned by Sears. Licensee
shall not use or permit use of such customer information for
any purpose except the performance of this Agreement.
Licensee shall at all times maintain any such customer
information, including lists, physically separate and distinct
from any customer information Licensee may maintain that is
unrelated to the Licensed Business. Licensee shall not
reproduce, release or in any way make available or furnish,
either directly or indirectly, to any person, firm,
corporation, association or organization at any time, any such
customer information which will or may be used to solicit
sales or business from such customers, including but not
limited to the type of sales or business covered by this
License Agreement. Upon termination of this Agreement for any
reason, Licensee shall immediately deliver all copies of lists
of customers and copies of all other such customer information
to Sears; and Licensee, its officers, employees, successors
and assigns, shall not use any such customer information to
solicit any of such customers. Licensee shall protect all
such customer information from destruction, loss or theft
during the term of this Agreement, and until all copies of
customer lists and copies of all other customer information
are turned over to Sears.
SEARS OPTION TO PURCHASE LICENSEE'S EQUIPMENT
45. In the event of the termination of this Agreement by
expiration of time or otherwise, Sears shall have the right,
but not the obligation, to purchase from Licensee, and
Licensee shall convey and sell to Sears, such items of
Licensee's Equipment excluding Licensee's software as Sears
may designate in a written notice given to Licensee at least
twenty (20) days prior to the effective date of such
30
<PAGE>
termination. Sears shall pay Licensee the fair market value
of such items as of the effective date of such termination.
In the event that Licensee and Sears are unable to agree upon
such fair market value, Sears may waive its right to purchase
and have no obligation to Licensee, or, at Sears option, such
fair market value shall be ascertained by an independent
appraiser mutually acceptable to Licensee and Sears. Any fee
of such appraiser shall be borne equally by Licensee and
Sears.
REMOVAL OF LICENSEE'S EQUIPMENT
46. Upon the termination of this Agreement by expiration
of time or otherwise, Licensee shall, at its expense,
immediately remove all of Licensee's Equipment (except such of
Licensee's Equipment as may be purchased by Sears as provided
in Paragraph 45) from Sears premises and shall, without delay
and at Licensee's expense, repair any damage to Sears premises
caused by such removal.
SURVIVAL OF OBLIGATIONS
47. No termination of this Agreement, by expiration of
time or otherwise, shall relieve the parties of liability for
obligations arising out of the operation of the Licensed
Business before termination.
LICENSES, LAWS, ORDINANCES
48. Licensee shall, at its expense, obtain all permits
and licenses which may be required under any applicable
Federal, state, or local law, ordinance, rule or regulation by
virtue of any act performed in connection with the operation
of the Licensed Business. Licensee shall comply fully with
all applicable Federal, state and local laws, ordinances,
rules and regulations, including all rules and regulations of
the Federal Trade Commission.
FEES, TAXES
49. Licensee shall, at its expense, pay and discharge all
license fees, business, use, sales, gross receipts, income,
property or other applicable taxes or assessments which may be
charged or levied by reason of any act performed in connect
ion with the operation of the Licensed Business, excluding,
however, all taxes and assessments applicable to Sears income
from Sears Commission or applicable to Sears property.
31
<PAGE>
REMEDIES CUMULATIVE
50. The remedies provided in this Agreement are
cumulative, and shall not affect in any manner any other
remedies that either party may have for any default or breach
by the other party. The exercise of any right or remedy shall
not constitute a waiver of any other right or remedy under
this Agreement or provided by law or equity. No waiver of any
such right or remedy shall be implied from failure to enforce
any such right or remedy other than that to which the waiver
is applicable, and only for that occurrence.
ASSIGNS
51. The provisions of this Agreement shall be binding
upon Licensee and upon Licensee's successors and assigns and
shall be binding upon and inure to the benefit of Sears, its
successors and assigns.
NOTICES
52. All notices provided for or which may be given in
connection with this Agreement shall be in writing and given
by personal delivery or certified or registered mail with
postage prepaid and return receipt requested or its
equivalent, such as private express courier. Notices given by
Licensee to Sears shall be addressed to:
SEARS, ROEBUCK AND CO.
Attention:Divisional Vice-President,
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
with a copy to:
SEARS, ROEBUCK AND CO., D/725
Attention:Portrait Studio Licensing Manager
addressed to:
CONSUMER PROGRAMS INCORPORATED
1706 Washington Ave
St. Louis, MO 63103
Attention:C.E.O. and President
Telephone:(314) 231-1575
Notices if so sent by mail shall be deemed to have been given
when deposited in the mail or with the private courier.
32
<PAGE>
ILLEGAL PROVISION
53. If any provision in this Agreement is held to be
invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or
unenforceable provision had never been included.
GOVERNING LAWS
54. This Agreement shall be interpreted and governed by
laws of the State of Illinois.
ENTIRE AGREEMENT
55. This Agreement sets forth the entire agreement and
understanding between the parties with respect to the Licensed
Business. This Agreement shall not be supplemented, modified
or amended except by a written instrument signed by Licensee
(or duly authorized officer if Licensee is a corporation) and
by a duly authorized-officer or agent of Sears, and no person
has or shall have the authority to supplement, modify or amend
this Agreement in any other manner.
PARAGRAPH TITLES
56. The paragraph titles in this Agreement are for the
mere convenience of the parties, and shall not be considered
in any construction or interpretation of this Agreement.
AGREEMENT SUPERSEDED
57. This Agreement supersedes the License Agreement made
and entered into as of January l, 1991, by and between Sears
and CONSUMER PROGRAMS INCORPORATED (Superseded Agreement).
Such Superseded Agreement shall be deemed terminated
as of the close of business on December 31, 1993, provided,
however, that Licensee shall be responsible for any and all
obligations of the licensee under the Superseded Agreement
arising out of the operation of the Licensed Business prior to
the termination of the Superseded Agreement.
33
<PAGE>
IN WITNESS WHEREOF, the parties hereto have this day
set their hands, the corporate party or parties by its or
their duly authorized officers or agents.
SEARS, ROEBUCK AND CO.
By: /s/ Kenneth E. Hux
-----------------------------
Divisional Vice-President,
Licensed Businesses
CONSUMER PROGRAMS INCORPORATED
By: /s/ Russell Isaak
-----------------------------
34
<PAGE>
DESIGNATED SEARS STORES AS OF JANUARY 1, 1994
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
C-02 BAYSHORE NY 01 1324
C-03 WHITE PLAINS NY 01 1444
C-04 LIVINGSTON NJ 01 1614
C-05 BROOKLYN NY 01 1114
C-06 HICKSVILLE NY 01 1264
C-07 E. NORTHPORT NY 01 1794
C-08 STATEN ISLAND NY 01 1624
C-09 NEW BRUNSWICK NJ 01 1314
C-10 WAYNE NJ 01 1434
C-11 ARLINGTON TX 01/SSD 1177
C-12 CHULA VISTA CA 11 1358
C-13 EL CAJON CA 11 1438
C-16 BUENA PARK CA 11 1268
C-17 TORRANCE CA 11 1278
C-18 SAN BRUNO CA 11 1478
C-19 CUPERTINO CA 11 1468
C-20 ESCONDIDO CA 11 1758
C-21 FAIRVIEW HEIGHTS IL 11/SSD 1640
C-23 HAMPTON VA 01 1575
C-27 STERLING HEIGHTS MI 11 1720
C-28 COSTA MESA CA 11 1388
C-29 DEARBORN MI 11 1700
C-30 HOUSTON TX 01 1237
C-31 TULSA OK 01 1151
C-32 CHESTERFIELD MO 11/SSD 1690
C-33 PASADENA CA 11 1048
C-34 ORANGE CA 11 1378
C-36 NORTHRIDGE CA 11 1508
C-37 SAN BERNARDINO CA 11 1398
C-38 RIVERSIDE CA 11 1298
C-39 ORLANDO FL 01 1225
C-40 COLUMBUS GA 01 1145
C-41 AURORA CO 11 1141
C-42 DENVER CO 11 1031
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
35
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
C-43 DENVER CO 11 1291
C-44 LAKEWOOD CO 11 1071
C-45 LITTLETON CO 11 1131
C-46 WATERFORD MI 11 1180
C-47 HONOLULU HI 11 1158
C-48 AIEA OAHU HI 11 1578
C-50 INDIO CA 11 2058
C-51 EL CENTRO CA 11 2228
C-52 HACKENSACK NJ 01 1094
C-53 MIDDLETOWN NJ 01 1574
C-54 WATCHUNG NJ 01 1294
C-55 JERSEY CITY NJ 01 1044
C-56 LAKE GROVE NY 01 1364
C-57 MASSAPEQUA NY 01 1724
C-58 NANUET NY 01 1414
C-59 GLEN BRUNIE MD 01 1394
C-60 BRONX NY 01 2764
C-61 PARAMUS NJ 01 1664
C-62 LUBBOCK TX 01 1247
C-64 MODESTO CA 11 1618
C-65 SAN JOSE CA 11 1488
C-67 ORLAND PARK IL 11 1750
C-70 SAN ANTONIO TX 01 1047
C-71 WICHITA KS 11 1161
C-72 FT. WORTH TX 01/SSD 1267
C-74 ANCHORAGE AK 11 1089
C-77 CHESAPEAKE VA 01 1615
C-78 TEXAS CITY TX 01 2197
C-81 LAWRENCEVILLE NJ 01 1734
C-83 CORPUS CHRISTI TX 01 1217
C-84 ANN ARBOR MI 11 1390
C-85 BALTIMORE MD 01 1634
C-86 CALUMET CITY IL 11 1510
C-87 BURLINGTON NJ 01 1874
C-88 COVINA CA 11 1418
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
36
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
C-89 LOS ANGELES CA 11 1008
C-92 FRESNO CA 11 1208
C-93 SACRAMENTO CA 11 1228
C-94 CARSON CA 11 1568
C-95 BAKERSFIELD CA 11 1318
C-96 HAYWARD CA 11 1248
C-97 CONCORD CA 11 1368
C-98 GLENDALE CA 11 1088
C-99 SANTA FE SPRINGS CA 11 1428
D-47 W. BURLINGTON IA 12 *2760
D-48 ALTON IL 12/SSD *6340
D-49 ST. LOUIS MO 12/SSD *1500
EA-1 SALT LAKE CITY UT 11 1118
EA-2 MURRAY UT 11 1558
EA-3 OGDEN UT 11 1718
EA-5 PROVO UT 11 2118
EA-6 POCATELLO ID 11 3139
EA-7 IDAHO FALLS ID 11 2278
EA-8 TWIN FALLS ID 11 2109
EA-9 BOISE ID 11 1229
EB-2 MIAMI(AVENTURA) FL 01 1655
EB-3 MIAMI FL 01 1365
EB-4 POMPANO BEACH FL 01 1205
EB-5 HIALEAH FL 01 1345
EB-6 PEMBROKE PINES FL 01 1775
EB-7 WEST PALM BEACH FL 01 1705
EB-8 JACKSONVILLE FL 01 1635
EB-9 ABILENE TX 01 1307
EC-1 CHARLESTON WV 01 1954
EC-2 YUBA CITY CA 11 2238
EC-3 LAWTON OK 01 2381
EC-4 TALLAHASSEE FL 01 1585
EC-5 SAN ANGELO TX 01 2517
EC-7 OMAHA NE 11 1041
EC-8 CINCINNATI OH 11 1810
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
* Remote Studios
</TABLE>
37
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
EC-9 CINCINNATI OH 11 1610
ED-2 DAYTON OH 11 1560
ED-3 DAYTON OH 11 2060
ED-5 SPRINGDALE OH 11 1280
ED-6 CLARKSVILLE IN 11 2160
ED-7 FRANKFORT KY 11 2090
ED-8 LEXINGTON KY 11 1580
ED-9 FRANKLIN OH 11 2940
EE-1 MERIDIAN MS 01 2096
EE-2 LAKE CHARLES LA 01 2217
EE-3 GREENWOOD IN 11 1470
EE-5 INDIANAPOLIS IN 11 1540
EE-6 INDIANAPOLIS IN 11 1600
EE-7 INDIANAPOLIS IN 11 1680
EE-8 ALBANY OR 11 2419
EE-9 TOPEKA KS 11/SS 1642
EF-1 ST. JOSEPH MO 11/SSD 2713
EF-2 LAS VEGAS NV 11 1668
EF-5 MILWAUKKE WI 11 1102
EF-6 MILWAUKEE WI 11 2272
EF-7 BROOKFIELD WI 11 1062
EF-8 GREENDALE WI 11 1082
EF-9 KENOSHA WI 11 2342
EG-1 RACINE WI 11 2200
EG-2 ST. PAUL MN 11 1052
EG-3 BROOKLYN CENTER MN 11 1032
EG-4 MINNEAPOLIS MN 11 1002
EG-5 MINNETONKA MN 11 1112
EG-6 MAPLEWOOD MN 11 1122
EG-7 BURNSVILLE MN 11 1132
EG-8 EDEN PRAIRIE MN 11 1142
EG-9 LAS VEGAS NV 11 1328
EH-2 FLORENCE AL 01 2316
EH-3 AUGUSTA GA 01 1035
EH-4 HAMMOND LA 01 2016
EH-5 BILOXI MS 01 2256
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
38
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
EH-7 HOUMA LA 01 2696
EH-8 TOLEDO OH 11 1220
EH-9 TOLEDO OH 11 2020
EJ-1 SARASOTA FL 01 1625
EJ-2 WATERLOO IA 11 1072
EJ-3 RAPID CITY SD 11 2412
EJ-4 REDDING CA 11 2338
EJ-5 WICHITA FALLS TX 01 2177
EJ-6 LAKEWOOD NY 01 2584
EJ-7 NEWARK OH 11 2830
EJ-8 CARLSBAD CA 11 1678
EJ-9 RENO NV 11 2098
EK-1 MEDFORD OR 11 2179
EK-2 ANTIOCH CA 11 2288
EK-3 PALMDALE CA 11 1068
EK-4 STOCKTON CA 11 1288
EK-6 THOUSAND OAKS CA 11 2318
EK-7 PARKERSBURG WV 01 2354
EK-8 FORT GRATIOT MI 11 2482
EK-9 SAGINAW MI 11 1590
EL-2 EVANSVILLE IN 11 1330
EL-3 OWENSBORO KY 11 2950
EL-4 MANSFIELD OH 11 2010
EL-5 LIMA OH 11 2450
EL-6 MISHAWAKA IN 11 1800
EL-7 BENTON HARBOR MI 11 2960
EL-8 ODESSA TX 01 1397
EL-9 SANTA MARIA CA 11 2088
E-01 BRYAN COLLEGE STATION TX 01 2547
E-04 HOLLYWOOD CA 11 1028
E-05 CERRITOS CA 11 1518
E-07 SANTA MONICA CA 11 1178
E-08 BREA CA 11 1638
E-09 CITY OF INDUSTRY CA 11 1598
E-10 GAITHERSBURG MD 01 1754
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
39
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
E-11 FREINDSWOOD TX 01 1257
E-12 SAN ANTONIO TX 01 1277
E-13 TEXARKANA TX 01 2567
E-14 HURST TX 01/SSD 1297
E-15 ROCKAWAY NJ 01 1764
E-16 OKOLONA KY 11 1790
E-17 ANTIOCH TN 01 1316
E-18 PLANTATION FL 01 1535
E-19 MEMPHIS TN 01 1216
E-21 MEMPHIS TN 01 1186
E-22 MEMPHIS TN 01 1026
E-23 UNIONTOWN PA 01 2614
E-24 ALEXANDRIA VA 01 1284
E-25 FT. MYERS FL 01 1495
E-27 RICHMOND VA 01 1135
E-28 RICHMOND VA 01 1445
E-29 RICHMOND VA 01 2285
E-31 JOLIET IL 11 1740
E-32 SAN RAFAEL CA 11 1528
E-36 GADSDEN AL 01 2306
E-37 BAYTOWN TX 01 1327
E-38 ERIE PA 01 1694
E-39 BELLINGHAM WA 11 2149
E-41 ALTOONA PA 01 2494
E-43 LAKE JACKSON TX 01 2227
E-44 CHEHALIS WA 11 2089
E-45 BURLINGTON WA 11 2389
E-46 JOHNSON CITY NY 01 1784
E-48 VISALIA CA 11 2068
E-49 MERCED CA 11 2298
E-50 OXNARD CA 11 1448
E-51 SANTA BARBARA CA 11 2138
E-52 SANTA CRUZ CA 11 2308
E-53 VICTORVILLE CA 11 2829
E-54 ABERDEEN WA 11 2299
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
40
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
E-55 E. WENATCHEE WA 11 2069
E-56 KELSO WA 11 2319
E-57 LACEY WA 11 2219
E-58 KENNEWICK WA 11 2329
E-59 GREENSBORO NC 01 1335
E-60 BELOIT WI 11 2322
E-61 SPRINGFIELD OR 11 2339
E-62 JOHNSTOWN PA 01 1863
E-63 CLARKSVILLE TN 01 2335
E-64 SHARON PA 01 2544
E-65 WICHITA KS 11 1401
E-66 HUTCHINSON KS 11 2590
E-67 BROWNSVILLE TX 01 2497
E-68 LAFAYETTE LA 01 1347
E-69 CHARLOTTE NC 01 1515
E-70 WILMINGTON NC 01 1455
E-71 LONGVIEW TX 01 2557
E-72 ROCK HILL SC 01 2807
E-73 HICKORY NC 01 2515
E-74 GASTONIA NC 01 2465
E-75 SPARTANBURG SC 01 1545
E-76 CHARLOTTE NC 01 1245
E-77 CONCORD NC 01 2075
E-78 PINE BLUFF AR 01 2216
E-79 LINCOLN NE 11 2191
E-80 LANSING MI 11 1170
E-81 DURHAM NC 01 1045
E-82 RALEIGH NC 01 1425
E-83 BURLINGTON NC 01 2105
E-84 ASHEVILLE NC 01 1185
E-85 FAYETTEVILLE NC 01 1405
E-86 WINSTON-SALEM NC 01 1375
E-87 DANVILLE VA 01 2625
E-88 LYNCHBURG VA 01 2835
E-89 ROANOKE VA 01 1974
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
41
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
E-90 CEDAR RAPIDS IA 11 2212
E-91 YUMA AZ 11 2078
E-92 PANAMA CITY FL 01 2805
E-93 ORANGE PARK FL 01 1485
E-94 MACON GA 01 1435
E-95 CHARLESTON HEIGHTS SC 01 1325
E-96 ST. CLAIRSVILLE OH 01 2104
E-97 HARLINGEN TX 01 2537
E-98 MC ALLEN TX 01 2507
E-99 BELLEVUE NE 11 2051
KA-1 ORANGE TX 02 *1407
KA-2 CARLISLE PA 02 *2224
KA-3 HYATTSVILLE MD 02 *1604
KA-4 COUNCIL BLUFFS IA 12 *1041
KA-5 ATLANTA GA 02 *2865
KA-6 EDWARDSVILLE IL 12/SSD *1640
KA-7 WOODLAND CA 12 *1228
KA-8 STEVENS POINT WI 12 *3022
KA-9 PANORAMA CITY CA 12 *1168
KB-1 HARRISONBURG VA 02 *
KB-2 OSHKOSH WI 12 *
KB-3 ST. LOUIS MO 12/SSD *1270
KB-4 FREEPORT IL 12 *
KB-5 NEW ORLEANS LA 02 *
KB-6 LEMON GROVE CA 12 *
KB-7 NORTH RIVERSIDE IL 12 *
KB-8 BARSTOW CA 12 *
KB-9 KANSAS CITY KS 12/SSD *
KC-1 FONTANA CA 12 *
KC-2 HAMDEN CT 02 *
KC-3 ALHAMBRA CA 12 *
KC-4 SIMI VALLEY CA 12 *
KC-5 REDLANDS CA 12 *
KC-6 PHOENIX AZ 12/SSD *
KC-7 LANCASTER CA 12 *
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
* Remote Studios
</TABLE>
42
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
KC-8 CINCINNATI OH 12 *
KC-9 TUSTIN CA 12 *
KD-1 ROLLING HILLS ESTATES CA 12 *
KD-2 DOWNER'S GROVE IL 12 *
KD-3 LIVERMORE CA 12 *
KD-4 BRISTOL CT 02 *
KD-5 REDWOOD CITY CA 12 *
KD-6 LA MIRADA CA 12 *
KD-7 E. PROVIDENCE RI 02 *
KD-8 LOUISVILLE KY 12 *
KD-9 PITTSBURGH PA 02 *
KE-1 GARDEN CITY KS 12 *
KE-2 LONG BEACH CA 12 *
KE-3 LAS VEGAS NV 12 *
KE-5 BAKERSFIELD CA 12 *
K-02 LAUREL MD 02 *1304
K-04 KANSAS CITY MO 12/SSD *2301
K-06 LIVONIA MI 12 *1460
K-07 ST. LOUIS MO 12/SSD *1500
K-08 WESTMINSTER CO 12 *1291
K-10 TULSA OK 02 *1021
K-11 LOCKPORT NY 02 *1514
K-12 TOLEDO OH 12 *1220
K-13 ALLENTOWN PA 02 *1154
K-14 LEESBURG FL 02 *2745
K-15 ENFIELD CT 02 *1093
K-16 CLOVIS CA 12 *8516
K-17 MATTESON IL 12 *1750
K-19 TOWSON MD 02 *1814
K-20 BALTIMORE MD 02 *1634
K-21 READING PA 02 *1484
K-22 ST. LOUIS MO 12/SSD *1500
K-23 PORTLAND OR 12 *1079
K-24 LAKEWOOD WA 12 *1129
K-26 PERU IL 12 *1740
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
* Remote Studios
</TABLE>
43
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
K-27 HAZELTON PA 02 *2684
K-29 FERGUSON MO 12/SSD *1500
K-30 ORLANDO FL 02 *1225
K-31 OTTUMWA IA 12 *2392
K-32 LANSING MI 12 *1170
K-33 CLIFTON PARK NY 02 *1103
K-34 MUSCATINE IA 12 *2760
K-35 HAWTHORNE CA 12 *1278
K-36 DOWNEY CA 12 *1518
K-37 MOUNT PROSPECT IL 12 *1570
K-38 TAMPA FL 02 *1465
K-39 LEXINGTON KY 12 *1580
K-40 YONKER NY 02 *1114
K-41 NASHVILLE TN 02 *1316
K-42 PHILADELPHIA PA 02 *1084
K-422 CHICAGO IL 12 *1840
K-428 KALAMAZOO MI 12 *1380
K-43 NEWPORT NEWS VA 02 *1575
K-433 WAUKEGAN IL 12 *1290
K-436 PEORIA IL 12 *1480
K-44 BEL AIR MD 02 *1854
K-446 WYOMING MI 12 *1140
K-45 PHOENIX AZ 12/SSD *1588
K-46 SPRINGFIELD MO 02 *1171
K-460 JOPLIN MO 02 *2141
K-47 HAMILTON OH 12 *1280
K-48 BURTON MI 12 *1100
K-49 EL PASO TX 12 *1317
M-01 ATHENS GA 01 2845
M-02 MIAMI FL 01 1125
M-03 FT. LAUDERDALE FL 01 1195
M-04 KILLEEN TX 01 2487
M-05 FREDRICK MD 01 2664
M-06 S.E. PORTLAND OR 11 1119
M-07 ZANESVILLE OH 11 2550
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
* Remote Studios
</TABLE>
44
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
M-08 MARION IL 11/SSD 2220
M-09 GRAND FORKS ND 11 2332
M-10 MINOT ND 11 2152
M-11 GALESBURG IL 11 2910
M-12 PIQUA OH 11 2610
M-13 FINDLAY OH 11 2790
M-14 MARION OH 11 2420
M-15 RICHMOND IN 11 2800
M-16 GREAT FALLS MT 11 2808
M-17 MELBOURNE FL 01 2245
M-18 FLAGSTAFF AZ 11/SSD 2358
M-19 HANFORD CA 11 2198
M-20 SANDUSKY OH 11 2510
M-21 BILLINGS MT 11 2242
M-22 GRAND JUNCTION CO 11 2361
M-23 CHILLICOTHE OH 11 2850
M-24 BRISTOL VA 01 2425
M-25 W. LAFAYETTE IN 11 2000
M-26 WINTER HAVEN FL 01 2325
M-28 ANDERSON IN 11 2140
M-29 MUNCIE IN 11 2570
M-30 DANVILLE IL 11 2362
M-31 JOPLIN MO 01 2141
M-32 PLANO TX 01/SSD 1337
M-33 CHARLESTON SC 01 2855
M-34 AUSTIN TX 01 1357
M-35 CHICAGO RIDGE IL 11 1840
M-36 COLUMBIA MD 01 1844
M-37 MEMPHIS TN 01 2806
M-38 DAVENPORT IA 11 2760
M-39 PARKSVILLE MD 01 1854
M-40 OXFORD AL 01 2186
M-41 OCALA FL 01 1006
M-42 SAVANNAH GA 01 1305
M-43 MERRITT ISLAND FL 01 1175
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
45
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
M-44 GAINESVILLE FL 01 1665
M-45 HATTIESBURG MS 01 2116
M-46 HOUSTON TX 01 1377
M-47 COCKEYSVILLE MD 01 1864
M-48 BUTLER PA 01 2724
M-49 TUCSON AZ 11 1728
M-50 MOUNT HOPE WV 01 2704
M-51 BLUEFIELD WV 01 2714
M-52 LAREDO TX 01 2247
M-53 PHOENIX AZ 11/SSD 1708
M-54 PHOENIX AZ 11/SSD 1588
M-55 SCOTTSDALE AZ 11/SSD 1458
M-56 PHOENIX AZ 11/SSD 1768
M-57 MESA AZ 11/SSD 1628
M-58 BRADENTON FL 01 2565
M-59 NAPLES FL 01 2695
M-60 CRANBERRY PA 01 2734
M-61 COLORADO SPRINGS CO 11 1221
M-62 KANEOHE OAHU HI 11 1738
M-63 WAUSAU WI 11 2470
M-64 FREDRICKSBURG VA 01 2694
M-65 COLUMBUS IN 11 2070
M-66 ADRIAN MI 11 2150
M-67 LOGANSPORT IN 11 2460
M-68 LAS CRUCES NM 11 2527
M-69 PORT RICHEY FL 01 2885
M-70 TUPELO MS 01 2786
M-71 STATE COLLEGE PA 01 2344
M-72 INDIANA PA 01 2674
M-73 CHARLOTTESVILLE VA 01 2435
M-74 GOLDSBORO NC 01 2225
M-75 JACKSONVILLE NC 01 2755
M-76 FLORENCE SC 01 2705
M-77 FARMINGTON NM 11 2597
M-78 KINGSPORT TN 01 2825
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
46
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
M-79 STAMFORD CT 01 3154
M-80 DOTHAN AL 01 2025
M-82 JOHNSON CITY TN 01 2265
M-83 HOT SPRINGS AR 01 2126
M-84 CUMBERLAND MD 01 2774
M-85 HAGERSTOWN MD 01 2414
M-86 LITTLETON CO 11 1271
M-87 MARYVILLE TN 01 2156
M-88 VALDOSTA GA 01 2125
M-89 ENID OK 01 2291
M-90 BRUNSWICK GA 01 2065
M-91 DECATUR AL 01 2236
M-92 ROCKY MOUNT NC 01 2635
M-93 LAUREL MS 01 2566
M-94 SHEBOYGAN WI 11 2372
M-95 GREENVILLE MS 01 2326
M-96 MIAMI FL 01 1715
M-97 KEY WEST FL 01 2215
N-01 SIOUX CITY IA 11 2422
N-02 DAYTONA BEACH FL 01 1075
N-03 JACKSON TN 01 2036
N-04 JONESBORO AR 01 2046
N-05 GAUTIER MS 01 2196
N-06 JACKSON MI 11 2050
N-07 PORTAGE MI 11 1110
N-08 BAY CITY MI 11 2380
N-09 ST. CLOUD MN 11 2352
N-10 CANTON OH 01 1410
N-11 ROCHESTER MN 11 2602
N-12 APPLETON WI 11 2092
N-13 GREEN BAY WI 11 2112
N-14 MADISON WI 11 2382
N-15 MADISON WI 11 2232
N-16 SANTA ROSA CA 11 1658
N-17 GRAND RAPIDS MI 11 1140
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
47
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
N-18 ELKHART IN 11 2130
N-19 MISSOULA MT 11 2259
N-20 BISMARCK ND 11 2402
N-21 ANNAPOLIS MD 01 2024
N-22 TUSCALOOSA AL 01 2796
N-23 VICTOR NY 01 1584
N-24 BUFFALO NY 01 1984
N-25 NIAGARA FALLS NY 01 1514
N-26 ROCHESTER NY 01 1894
N-27 ROCHESTER NY 01 1524
N-28 WILLIAMSVILLE NY 01 1504
N-29 HORSEHEADS NY 01 2744
N-30 BRIDGEPORT WV 01 2826
N-31 FAIRFAX VA 01 1814
N-32 GREENVILLE SC 01 1595
N-33 LYNNWOOD WA 11 1109
N-34 LA CROSSE WI 11 2432
N-35 SALINAS CA 11 1688
N-36 NEW CASTLE PA 01 2274
N-37 YOUNGSTOWN OH 01 1474
N-38 NILES OH 01 1564
N-39 STEUBENVILLE OH 01 2324
N-40 WASHINGTON PA 01 2114
N-42 ATLANTA GA 01 1275
N-43 ATLANTA GA 01 1385
N-46 MORROW GA 01 1565
N-47 IOWA CITY IA 11 2282
N-48 DUBUQUE IA 11 2122
N-49 FT. DODGE IA 11 2052
N-50 MASON CITY IA 11 2252
N-51 SIOUX FALLS SD 11 2872
N-52 MOLINE IL 11 1050
N-53 MIDLAND TX 01 2657
N-54 VICTORIA TX 01 2617
N-55 SAN LUIS OBISPO CA 11 2258
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
48
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
N-56 KOKOMO IN 11 2710
N-57 FT. WAYNE IN 11 2730
N-58 FT. WAYNE IN 11 1830
N-60 ROCKFORD IL 11 2990
N-61 SPRINGFIELD IL 11 1780
N-62 COLORADO SPRINGS CO 11 1111
N-63 PUEBLO CO 11 2281
N-64 EUREKA CA 11 2628
N-65 BOURBONNAIS (KANKAKEE) IL 11 2802
N-66 BLOOMINGTON IL 11 2840
N-67 PEORIA IL 11 1480
N-68 EAU CLAIRE WI 11 2002
N-69 DECATUR IL 11 1320
N-70 CHAMPAIGN IL 11 2920
N-71 TERRE HAUTE IN 11 2600
N-72 BLOOMINGTON IN 11 2820
N-73 MICHIGAN CITY IN 11 2290
N-74 BATTLE CREEK MI 11 2040
N-75 MUSKEGAN MI 11 2930
N-76 SPRINGFIELD OH 11 2390
N-77 SHERMAN TX 01/SSD 2627
N-78 ANDERSON SC 01 2305
N-79 W. DUNDEE IL 11 1820
N-80 NEWARK CA 11 1698
N-81 ALBANY GA 01 2815
N-82 QUINCY IL 11 2360
N-83 LAKELAND FL 01 1955
N-84 CHATTANOOGA TN 01 1315
N-85 UNION CITY GA 01 2865
N-86 FT. COLLINS CO 11 2271
N-87 FAYETTEVILLE AR 01 2241
N-88 BARBOURSVILLE WV 01 1804
N-89 NORTH WALES PA 01 1834
N-90 ROSEBURG OR 11 2289
N-91 OKLAHOMA CITY OK 01 1211
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
49
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
N-92 BOCA RATON FL 01 1645
N-93 HEMET CA 11 2248
N-94 GREELEY CO 11 2451
N-95 COLONIAL HEIGHTS VA 01 2064
N-96 KNOXVILLE TN 01 1675
N-97 KNOXVILLE TN 01 1395
N-98 SPRINGFIELD MO 01 1171
N-99 BEND OR 11 2279
P-02 CAPE GIRARDEAU MO 11/SSD 2146
P-03 PADUCAH KY 11/SSD 2176
P-04 FT. SMITH AR 01 2231
P-05 WACO TX 01 1367
P-06 COLUMBUS MS 01 2086
P-07 JEFFERSON MO 11/SSD 2331
P-08 SALINA KS 11 2131
P-09 CASPER WY 11 2341
P-10 FARGO ND 11 2082
P-11 AUBURN AL 01 2595
P-12 CHEYENNE WY 11 2371
P-13 MYRTLE BEACH SC 01 2785
P-14 COLUMBIA MO 11/SSD 2480
P-15 GRAND ISLAND NE 11 2421
P-16 KANSAS CITY MO 11/SSD 1181
P-18 MANHATTAN KS 11/SSD 2430
Q-01 COEUR D'ALENE ID 11 2349
Q-02 ATTLEBORO MA 01 1033
Q-03 KINGSTON MA 01 2043
Q-04 PHILLIPSBURG NJ 01 2574
Q-05 TITUSVILLE FL 01 2195
Q-06 PARIS TX 01/SSD 2097
Q-07 CHESAPEAKE VA 01 2454
Q-08 COLUMBIA TN 01 2375
Q-09 BOWIE MD 01 2004
Q-10 JENSEN BEACH FL 01 2315
Q-11 MOREHEAD CITY NC 01 2165
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
50
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
Q-12 LANGHORNE PA 01 1064
Q-13 BOULDER CO 11 2108
Q-14 SUMTER SC 01 2365
Q-15 MARTINSVILLE VA 01 2094
Q-16 CORAL SPRINGS FL 01 1055
Q-17 MIAMI FL 01 2155
Q-18 AIKEN SC 01 2095
R-01 HIGH POINT NC 01 2545
R-02 DALTON GA 01 2615
R-03 KING OF PRUSSIA PA 01 1884
R-05 ROME GA 01 2895
R-07 GREENVILLE NC 01 2175
R-08 VALLEY STREAM NY 01 1924
R-09 PRESCOTT AZ 11/SSD 2348
R-10 YORKTOWN HEIGHTS NY 01 1944
R-11 CLOVIS NM 11 2888
R-12 ROSWELL NM 11 2207
R-13 SIERRA VISTA AZ 11 2328
R-15 SANTA FE NM 11 2208
R-16 DULUTH GA 01 1685
R-17 FT. PIERCE FL 01 2005
R-18 LUFKIN TX 01 2577
R-19 MANKATO MN 11 2142
R-20 WINCHESTER VA 01 2784
R-21 ASHLAND KY 01 2854
R-23 HUMBLE TX 01 1417
R-25 WALLA WALLA WA 11 2599
R-27 HILO HI 11 2388
R-30 HUNTSVILLE AL 01 2166
R-31 CINCINNATI OH 12 *1610
R-32 KAHULUI MAUI HI 11 2148
R-33 BARTLESVILLE OK 01 2221
R-34 MARION IN 11 2072
R-35 FAIRFIELD CA 11 2378
R-37 SLIDELL LA 01 2026
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
* Remote Studios
</TABLE>
51
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
R-38 MONTCLAIR CA 11 1748
R-40 KENNESAW GA 01 1155
R-41 ORLANDO FL 01 1285
R-43 WATERTOWN NY 01 2683
R-44 LEAVENWORTH KS 11/SSD 2650
R-46 LONGMONT CO 11 2398
R-47 PALM BEACH GARDENS FL 01 1765
R-48 PLATTSBURG NY 01 2533
R-49 MUSKOGEE OK 01 2045
R-50 DULUTH MN 11 2500
R-51 BOWLING GREEN KY 01 2546
R-52 GAINESVILLE GA 01 2505
R-53 PITTSBURGH PA 01 1034
R-54 FLUSHING NY 01 3244
R-56 LEWISTON ID 11 2209
R-57 WESTMINSTER MD 01 2963
R-59 LIHUE HI 11 2368
R-60 MORRISTOWN TN 01 2055
R-61 ARLINGTON TX 01/SSD 1437
R-63 TRAVERSE CITY MI 11 2180
R-66 MONROE MI 11 2012
R-67 CHATTANOOGA TN 01 1105
R-70 MANASSAS VA 01 2044
R-71 HATO REY PR 03 1905
R-72 CAROLINA PR 03 1925
R-73 BAYAMON PR 03 1915
R-75 PONCE PR 03 1945
R-76 MAYAGUEZ PR 03 2925
R-77 CAGUAS PR 03 2915
R-80 SAN ANTONIO TX 01 1427
R-81 HOLLAND MI 11 2032
R-82 CHICO CA 11 2048
R-84 CHRISTIANBURG VA 01 2985
R-85 SCHENECTADY NY 01 2113
R-86 NEW PHILADELPHIA OH 01 2080
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
52
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
R-87 BLOOMSBURG PA 01 2284
R-88 AMES IA 11 2092
R-89 LOS ANGELES CA 11 1018
R-91 ASHEBORO NC 01 2645
R-92 DU BOIS PA 01 2124
R-94 CHEEKTOWAGA NY 01 2134
R-95 CHICAGO IL 11 2980
R-96 SHAWNEE OK 01 2057
R-97 ITHACA NY 01 2564
R-98 PORT CHARLOTTE FL 01 2145
R-99 LEWISVILLE TX 01/SSD 1076
S-414 ST. ANN MO 11/SSD 1500
S-426 VIRGINIA BEACH VA 01 1265
S-427 DALLAS TX 01/SSD 1057
S-467 OVERLAND PARK KS 11/SSD 1101
S-475 HOUSTON TX 01 1197
S-477 MESQUITE TX 01/SSD 1187
S-480 FT. WORTH TX 01/SSD 1117
S-482 HOUSTON TX 01 1017
S-483 HOUSTON TX 01 1067
S-484 HOUSTON TX 01 1127
S-487 PHILADELPHIA PA 01 1084
S-492 PASADENA TX 01 1107
S-493 CRESTWOOD MO 11/SSD 1270
S-494 SILVER SPRINGS MD 01 1304
S-495 BETHESDA MD 01 1424
S-752 UPPER DARBY PA 01 1174
S-756 DALLAS TX 01/SSD 1227
S-758 ALBUQUERQUE NM 11 1287
S-760 TULSA OK 01 1021
S-761 AUSTIN TX 01 1137
S-762 SAN ANTONIO TX 01 1167
S-767 LANDOVER MD 01 1604
S-768 WILLOW GROVE PA 01 1354
S-769 TAMPA FL 01 1505
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
53
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
S-771 LIVONIA MI 11 1460
S-772 TROY MI 11 1490
S-773 FLINT MI 11 1100
S-774 ROSEVILLE MI 11 1450
S-778 LOUISVILLE KY 11 1850
S-779 COLUMBUS OH 11 1370
S-781 COLUBUS OH 11 1440
S-784 FRANKLIN TN 01 2875
S-785 GOODLETTSVILLE TN 01 1386
S-786 MEDIA PA 01 1654
S-787 FLORISSANT MO 11/SSD 1630
S-788 RICHARDSON TX 01/SSD 1207
S-790 TIGARD OR 11 1079
S-791 MOBILE AL 01 1056
S-792 ALTAMONTE SPRINGS FL 01 1355
S-793 TUCSON AZ 11 1338
S-794 SPOKANE WA 11 1029
S-795 METAIRIE LA 01 1226
S-797 GRETNA LA 01 1286
S-798 INDEPENDENCE MO 11/SSD 1121
S-799 KANSAS CITY MO 11/SSD 2301
S-800 WESTMINISTER CA 11 1608
S-801 LAGUNA HNILLS CA 11 1548
S-802 LINCOLN PARK MI 11 1250
S-803 COLUMBUS OH 11 1150
S-804 AURORA IL 11 1660
S-805 IRVING TX 01/SSD 2147
S-806 SACRAMENTO CA 11 1408
S-807 CITRUS HEIGHTS CA 11 1538
S-808 BIRMINGHAM AL 01 1266
S-810 BIRMINGHAM AL 01 2746
S-812 CORNWELL HEIGHTS PA 01 1454
S-814 WILMINGTON DE 01 1853
S-815 WILMINGTON DE 01 1254
S-816 DEPTFORD NJ 01 1464
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
54
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
S-817 MOORESTOWN NJ 01 1494
S-818 LITTLE ROCK AR 01 1016
S-819 N. LITTLE ROCK AR 01 2066
S-820 COLUMBIA SC 01 1525
S-821 N. SAN DIEGO CA 11 1648
S-822 NOVI MI 11 1760
S-823 NORMAN OK 01 2311
S-825 OKLAHOMA CITY OK 01 1091
S-826 MT. VIEW CA 11 1238
S-827 EL PASO TX 11 1317
S-829 AMARILLO TX 01 1387
S-830 PARK FOREST IL 11 1420
S-832 SCHAUMBURG IL 11 1570
S-833 MERRILLVILLE IN 11 1650
S-836 DES MOINES IA 11 1012
S-837 N. HOLLYWOOD CA 11 1168
S-838 CLEARWATER FL 01 1415
S-839 TAMPA FL 01 1465
S-840 MONACA PA 01 1594
S-842 PITTSBURGH PA 01 1334
S-844 PITTSBURGH PA 01 1344
S-845 WEST MIFFLIN PA 01 1824
S-846 GREENSBURG PA 01 1714
S-847 SEATTLE WA 11 1009
S-848 TACOMA WA 11 1129
S-849 TUKWILA WA 11 1139
S-850 SEATTLE WA 11 1059
S-851 REDMOND WA 11 1069
S-852 FEDERAL WAY WA 11 1099
S-853 SILVERDALE WA 11 2309
S-855 EVERETT WA 11 2049
S-856 ST. PETERSBURG FL 01 1295
S-857 VANCOUVER WA 11 2239
S-858 SALEM OR 11 2119
S-859 CHICAGO IL 11 1010
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
55
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
S-860 JACKSON MS 01 1106
S-861 MIDWEST CITY OK 01 1261
S-862 BATON ROUGE LA 01 1086
S-863 MONROE LA 01 1116
S-864 BOSSIER CITY LA 01 2677
S-865 MONTGOMERY AL 01 1126
S-866 PENSACOLA FL 01 1096
S-867 FLORENCE KY 11 1730
S-868 CHICAGO IL 11 1020
S-869 CHICAGO IL 11 1030
S-870 CHICAGO IL 11 1090
S-872 CHICAGO IL 11 1380
S-874 NILES IL 11 1290
S-876 OAK BROOK IL 11 1300
S-877 VERNON HILLS IL 11 1620
S-879 SHREVEPORT LA 01 1077
S-880 DES MOINES IA 11 2392
S-881 UNION GAP WA 11 2029
S-883 BEAUMONT TX 01 1407
S-884 PORT ARTHUR TX 01 2637
S-887 AKRON OH 01 1520
S-888 AKRON OH 01 1670
S-889 DENTON TX 01/SSD 2587
S-892 CLEVELAND OH 01 1430
S-893 ELYRIA OH 01 1310
S-894 MENTOR OH 01 1350
S-895 NORTH RANDALL OH 01 1770
S-896 RICHMOND HEIGHTS OH 01 1530
S-897 NORTH OLMSTEAD OH 01 1710
S-898 ALEXANDRIA LA 01 2087
S-899 MARY ESTHER FL 01 2056
V-12 W. HARTFORD CT 01 1063
V-13 ALBANY NY 01 1103
V-14 FAYETTEVILLE NY 01 2223
V-15 CLAY NY 01 1623
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
56
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
V-16 NEW HARTFORD NY 01 2603
V-18 WATERBURY CT 01 1183
V-19 GLEN FALLS NY 01 2453
V-20 LEWISTON ME 01 2463
V-21 ALLENTOWN PA 01 1154
V-22 MAY'S LANDING NJ 01 1554
V-23 BANGOR ME 01 2583
V-24 WILKES-BARRE PA 01 2604
V-25 LANCASTER PA 01 1644
V-26 BURLINGTON VT 01 2053
V-27 CAMP HILL PA 01 2624
V-29 WARWICK RI 01 1083
V-30 SWANSEA MA 01 2283
V-31 TOM'S RIVER NJ 01 2524
V-32 N. DARTMOUTH MA 01 2373
V-33 S. PORTLAND ME 01 2183
V-34 READING PA 01 1484
V-35 HOLYOKE MA 01 1273
V-36 MANCHESTER NH 01 2443
V-37 WATERFORD CT 01 1193
V-39 HARRISBURG PA 01 1224
V-40 POTTSTOWN PA 01 2484
V-41 DEDHAM MA 01 1123
V-42 ORANGE CT 01 1113
V-43 BROCKTON MA 01 2233
V-44 NEWBURGH NY 01 2593
V-45 POUGHKEEPSIE NY 01 1333
V-46 KINGSTON NY 01 2353
V-47 MIDDLETOWN NY 01 1323
V-48 SALISBURY MD 01 1773
V-49 HANOVER PA 01 2244
V-50 SCRANTON PA 01 1534
V-51 SPRINGFIELD MA 01 1093
V-53 MUNCY PA 01 2644
V-54 FRACKVILLE PA 01 2684
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
57
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
V-55 BRAINTREE MA 01 1283
V-56 CAMILLUS NY 01 2164
V-57 YORK PA 01 1244
V-58 AUGUSTA ME 01 2293
V-59 LEBANON PA 01 2254
V-60 BRUNSWICK ME 01 2203
V-61 PRESQUE ISLE ME 01 2143
V-62 DOVER DE 01 2654
V-63 WOONSOCKET RI 01 2073
V-64 LANESBOROUGH MA 01 2343
V-65 MERIDEN CT 01 1043
V-67 VINELAND NJ 01 2374
V-68 MANCHESTER CT 01 1443
V-69 DANBURY CT 01 1303
V-70 HYANNIS MA 01 2323
V-71 NEWINGTON NH 01 2663
V-72 NATICK MA 01 1403
V-74 CONCORD NH 01 2023
V-75 AUBURN NY 01 2473
V-76 NASHUA NH 01 1313
V-77 HANOVER MA 01 1243
V-78 PEABODY MA 01 1253
V-79 AUBURN MA 01 1213
V-80 OCEAN NJ 01 1744
V-81 SAUGUS MA 01 1053
V-82 LEOMINSTER MA 01 1133
V-83 BURLINGTON MA 01 1163
Y-02 LANCASTER OH 11 2750
Y-03 ELIZABETHTOWN KY 11 2030
Y-04 MERAUX LA 01 2385
Y-06 CHAMBERSBURG PA 01 2224
Y-08 IRONDEQUOIT NY 01 2003
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
58
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
Y-09 NEW HYDE PARK NY 01 2933
Y-12 SOUTH WALDORF MD 01 1074
Y-13 MURFREESBORO TN 01 2226
Y-17 FAIRFIELD AL 01 2206
Y-18 SARATOGA SPRINGS NY 01 2173
Y-19 COLUMBIA SC 01 2035
Y-21 FREEHOLD NJ 01 1204
Y-22 MASSENA NY 01 2033
Y-23 HOUSTON TX 01 5011
Y-24 ST. PETERS MO 11/SSD 1182
Y-25 JACKSONVILLE FL 01 1066
Y-26 WESTOVE WV 01 2304
Y-27 COON RAPIDS MN 11 2902
Y-28 GUAYAMA PR 03 2675
Y-29 CRYSTAL RIVER FL 01 2555
Y-30 CAMBRIDGE MA 01 1343
Y-31 OAKRIDGE TN 01 2376
Y-36 ST. CHARLES IL 11 2041
Y-37 MESA AZ 11/SSD 1078
Y-38 BURBANK CA 11 1838
Y-39 RICHMOND CA 11 1788
Y-40 PINEVILLE NC 01 1646
Y-41 BLOOMINGDALE IL 11 1172
Y-43 CARY NC 01 2824
Y-44 MARTINSBURG WV 01 2814
Y-46 BALTIMORE MD 01 2823
Y-47 MIDLAND MI 11 2642
Y-48 FAIRBANKS AK 11 2819
Y-50 SALEM NH 01 1003
Y-51 TAUNTON MA 01 2934
Y-52 MONTEBELLO CA 11 1998
Y-53 CLEVELAND TN 01 2345
Y-54 ASHTABULA OH 01 2932
Y-55 BLOOMINGTON MN 11 1722
Y-56 BOYNTON BEACH FL 01 1755
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
59
<PAGE>
<TABLE>
Schedule Of Locations
<CAPTION>
STUDIO STORE SQUARE
NO. CITY STATE DIV NO. FOOTAGE**
- - ----- ---------------- ----- ------- ----- ---------
<S> <C> <C> <C> <C>
Y-57 VALENCIA CA 11 1999
Y-58 MORENO VALLEY CA 11 1868
Y-61 HOMESTEAD FL 01 2235
Y-62 ALPHARETTA GA 01 1695
Y-63 BEAVER CREEK OH 11 1202
Y-64 PUYALLUP WA 11 2330
<FN>
** Deleted Pursuant to Request for Confidentiality Treatment.
</TABLE>
1. [Deleted Pursuant to Request for Confidentiality Treatment.]
2. [Deleted Pursuant to Request for Confidentiality Treatment.]
3. [Deleted Pursuant to Request for Confidentiality Treatment.]
60
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CPI Corp.
Date: August 26, 1994 By: /s/ Barry Arthur
Barry Arthur
Executive Vice President -
Finance
Principal Financial Officer
61
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CPI Corp.
Date: August 26, 1994 By:
Barry Arthur
Executive Vice President -
Finance
Principal Financial Officer
