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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13E-4
(Amendment No. 3)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
CPI CORP.
(Name of Issuer)
CPI CORP.
(Name of Person(s) Filing Statement)
Common Stock, par value $.40 per share 125902106
(Title of Class of Securities) (CUSIP Number of Class
of Securities)
_____________________
Alyn V. Essman
CPI Corp.
1706 Washington Avenue
St. Louis, Missouri 63103
(314) 231-1575
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons(s) Filing Statement)
____________________
Copies to:
William F. Wynne, Jr., Esq.
White & Case
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
October 7, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
<S> <C>
$49,500,000 $9,900
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*Calculated solely for the purpose of calculating the filing fee, based on the
purchase of 2,250,000 shares at $22.00 per share.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the Form or
Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
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The Issuer Tender Offer Statement on Schedule 13E-4 dated October
7, 1996, as amended by Amendment No. 1 dated October 18, 1996 and Amendment
No. 2 dated October 29, 1996, relating to the offer by CPI Corp. (the
"Company") to purchase up to 2,250,000 shares of the Company's common
stock, $.40 par value per share (the "Shares") (including the associated
Preferred Stock Purchase Rights issued pursuant to the Rights Agreement,
dated as of May 1, 1989, between the Company and the Rights Agent named
therein, as amended), at per share prices specified by tendering
stockholders not in excess of $22.00 nor less than $19.00 per Share, in
cash, net to the stockholder, upon the terms and subject to the conditions
set forth in the Company's Offer to Purchase dated October 7, 1996 and in
the related Letter of Transmittal, is hereby amended to incorporate the
information included in the exhibit referred to below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 hereby is amended to include the following additional
exhibit:
(a)(10) Text of Press Release issued by the Company, dated
November 5, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 to Schedule
13E-4 is true, complete and correct.
Dated: November 5, 1996
CPI CORP.
By: /s/ Alyn Essman
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Alyn V. Essman
Chairman and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO.
(a)(10) Text of Press Release issued by the Company, dated
November 5, 1996.
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CPI CORP.
NEWS FOR IMMEDIATE RELEASE FOR RELEASE ___________
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FOR FURTHER INFORMATION, CONTACT:
NAME: Alyn V. Essman FIRM: CPI Corporation
ADDRESS: 1706 Washington Ave. CITY: St. Louis
STATE, ZIP: Missouri 63103 TELEPHONE: (314) 231-1575
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FOR FURTHER INFORMATION
AT THE FINANCIAL RELATIONS BOARD
George Zagoudis, Chicago 312/266-7800
After 6:00 p.m. 708/705-7240
Kathy Phelan, New York, NY 212/661-8030
CPI CORP. ANNOUNCES PRELIMINARY TENDER OFFER RESULTS
St. Louis, MO., November 5, 1996 -- CPI Corp. (NYSE: CPY) today announced the
preliminary results of its Dutch auction tender offer which expired Monday,
November 4 at 12:00 midnight, New York City time.
The preliminary count by the depository for the offer indicated that 4,446,138
shares were tendered and not withdrawn at $19.00 per share. This number of
shares tendered includes 1,747 odd-lot shares and 2,008,550 shares tendered
pursuant to guaranteed delivery. CPI preliminarily expects to purchase 2,250,000
shares at such price representing approximately 51% of the shares tendered at
the $19.00 price.
The determination of the actual purchase price and final proration factor is
subject to final confirmation and the proper delivery of all shares tendered and
not withdrawn, including shares tendered pursuant to the guaranteed delivery
procedure. Payment for such shares accepted for payment and return of any shares
tendered but not accepted for payment will occur as soon as practicable after
determination of the final proration factor.
CPI is a consumer services company with $527.6 million in fiscal 1995 sales from
continuing operations, operating over 1,700 retail locations, including 1,029
Sears Portrait Studios in the U.S., Puerto Rico and Canada, 154 Prints Plus wall
decor locations and, in a joint venture with Eastman Kodak Co., 524
photofinishing locations.
CPI corp - 1706 Washington Avenue - St. Louis, Missouri 63103
