SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 3, 1995
CPI CORP.
_________________________________________________________________
(exact name of registrant as specified in its charter)
Delaware 0-11227 43-1256674
__________________________________________________________________
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) Number) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103-1790
__________________________________________________________________
(Address of principal executive offices) (Zip code)
Registrants's telephone number, including area code (314) 231-1575
__________________________________________________________________
__________________________________________________________________
(Former name or former address, if changes since last report.)
<PAGE>
SIGNATURE
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.
(Registrant)
/s/ Barry Arthur
_____________________________
Executive Vice President -
Finance
Principal Financial Officer
Dated: August 17, 1995
<PAGE>
ITEM 5. OTHER ITEMS
On August 3, 1995, the Board of Directors approved a Resolution to
amend CPI Corp.'s By-laws and approved the Second Amendment to the
Rights Agreement. Following is:
- The Resolution adopted August 3, 1995.
- The Certificate of Secretary of CPI Corp.
- The Second Amendment to the Rights Agreement.
<PAGE>
RESOLUTION
RESOLVED, that Article II of the By-laws of the Corporation be,
and hereby is, amended to include the following provision:
"SECTION 2.14: NOTICE OF STOCKHOLDER NOMINATIONS AND
PROPOSED BUSINESS.
(1) At any meeting of the stockholders, (i)
nominations for the election of directors and (ii)
business to be brought before any such stockholders'
meeting may only be made or proposed (a) pursuant to
the Corporations's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any
stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for
in this By-law, who shall be entitled to vote at such
meeting and who complies with the notice procedures set
forth in this By-law.
(2) Any stockholder may nominate one or more persons
for election as directors at a stockholders' meeting or
propose business to brought before a stockholders'
meeting, or both, pursuant to clause (c) of paragraph
1 of this By-law, only if the stockholder has given
timely notice thereof in proper written form to the
Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the
corporation not less than 90 days nor more than 120
days prior to the stockholders' meeting; provided,
however, that if less than 100 days' notice or other
prior public disclosure of the date of the meeting is
given or made to the stockholders, notice by the
stockholder to be timely must be received no later than
the close of business on the 10th day following the
earlier of the day on which notice of the date of the
meeting was mailed or other public disclosure was made.
To be in proper written form a stockholder's notice to
the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting:
(a) a brief description of the business
proposed and/or persons nominated, as applicable,
and the reasons for proposing such business or
making such nomination:
(b) the name and address, as they appear on
the Corporation's books, of the stockholder
<PAGE>
proposing such business or making such nomination,
and the name and address of the beneficial owner,
if any, on whose behalf the proposal is made:
(c) the class and number of shares of the
Corporations which are owned beneficially and of
record by such stockholder of record and by the
beneficial owner, if any, on whose behalf the
proposal is made;
(d) with respect to any nomination, (i) a
description of all arrangements and understandings
between the stockholder and each nominee and any
other person or persons (naming such person or
persons) pursuant to which the nomination or
nominations are to be made, (ii) the name, age,
business address and residence address of such
nominee, (iii) the class and number of shares of
capital stock of the Corporation owned
beneficially and of record by such nominee and
(iv) the written consent of the proposed nominee
to being named in the solicitation material and to
serving as a director if elected; and
(e) such other information regarding each
nominee or matter of business to be proposed as
would be required to be included in solicitations
of proxies, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended.
(3) Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at any
stockholders' meeting and no stockholder may nominate
any person for election at any stockholders' meeting
except in accordance with the procedures set forth in
this By-law. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting
that any proposed business and/or any proposed
nomination for election as director was not properly
brought or made before the meeting or made in
accordance with the procedures prescribed by these By-
laws, and if he should so determine, he shall so
declare to the meeting and any such proposed business
or proposed nomination for election as director not
properly brought before the meeting or made shall not
be transacted or considered.
<PAGE>
CERTIFICATE OF SECRETARY OF CPI CORP.
I, Jane E. Nelson, hereby certify that I am the Secretary
and official custodian of certain records, including the charger,
bylaws, and the minutes of the shareholders and directors of CPI
Corp., a corporation duly organized and existing under the laws
of the State of Delaware, and that attached hereto is a true,
accurate, and compared transcript of a resolution contained in the
minute book of the corporation adopted by unanimous vote of the
Board of Directors of said corporation on the 3rd day of August,
1995, and that said resolution has not been amended or revoked and
are in full force and effect.
WITNESS my hand and the seal of the Corporation this 3rd day
of August, 1995.
/s/ Jane E. Nelson
________________________
Jane E. Nelson
Secretary
CPI Corp., Delaware, Corporate Seal
<PAGE>
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT (the "Amendment"), dated as of
August 3, 1995, to the Rights Agreement, dated as of May 1, 1989
(as amended, modified or supplemented to the date hereof, the
"Rights Agreement"), between CPI CORP., a Delaware corporation
(the "Company"), and CONTINENTAL STOCK TRANSFER AND TRUST
COMPANY, A New York corporation (the "Rights Agent").
W I T N E S E T H
WHEREAS, the Company and Ameritrust Company, National
Association, as the predecessor to the Rights Agent, entered into
the Rights Agreement specifying the terms of the Rights (as
defined in the Rights Agreement);
WHEREAS, the rights and obligations of the Rights Agent
as such were assigned by Ameritrust Company, National Association
to Continental Stock Transfer and Trust Company, as successor
Rights Agent;
WHEREAS, pursuant to Section 27 of the Rights Agreement
the Company and the Rights Agent may from time to time supplement
or amend the Rights Agreement in accordance with the provisions
of such Section 27;
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement as set forth herein;
WHEREAS, all actions necessary to make this Second
Amendment a valid agreement, enforceable according to its terms,
have been taken, and the execution and delivery of this Second
Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent; and
WHEREAS, no person has become an Acquiring Person (as
defined in the Rights Agreement) as of the date hereof;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the Company and the
Rights Agent hereby amend the Rights Agreement as follows:
<PAGE>
1. The definition of "Acquiring Person" in Section 1(a) is
hereby amended by inserting the following new sentence
immediately at the end of such Section:
"Notwithstanding the foregoing, no Person or group
shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned
by such Person or group to 15% or more of the Common
Shares of the Company then outstanding; provided,
however, that if a Person or group shall become the
Beneficial Owner of 15% or more of the Common Shares of
the Company then outstanding by reason of such an
acquisition by the Company and shall, after such
acquisition, become the Beneficial Owner of any
additional Common Shares, then such Person or group
shall be deemed to be an `Acquiring Person'."
This Amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
ATTEST: CPI CORP.
By: /s/ Jane Nelson By: /s/ Alyn V. Essman
______________________ _______________________
Jane Nelson Alyn V. Essman
Secretary and Chairman of the
General Counsel Board
ATTEST: CONTINENTAL STOCK TRANSFER
AND TRUST COMPANY
By: /s/ Bill Seegraber By: /s/ Michael Nelson
______________________ _______________________
Bill Seegraber Michael Nelson
Vice President President
<PAGE>
