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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13E-4
(Amendment No. 4)
(FINAL AMENDMENT)
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 Person(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>
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$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.
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[ ] 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, Amendment No. 2
dated October 29, 1996 and Amendment No. 3 dated November 5, 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
below.
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is hereby supplemented and amended as follows:
On November 8, 1996, the Company issued a press release
announcing the final results of the Offer which expired at 12:00
Midnight, New York City time, on Monday, November 4, 1996 and pursuant to
which the Company accepted for payment of 2,250,000 Shares at a price of
$19.00 per Share. The final proration factor for the Offer is 50.70
percent. The press release announcing the final results of the Offer is
attached hereto as Exhibit (A)(11) and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 hereby is amended to include the following additional
exhibit:
(a)(11) Text of Press Release issued by the Company, dated
November 8, 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. 4 to Schedule 13E-4 is
true, complete and correct.
Dated: November 8, 1996
CPI CORP.
By: /s/ Alyn V. Essman
---------------------------------
Alyn V. Essman
Chairman and Chief Executive Officer
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EXHIBIT NO.
(a)(11) Text of Press Release issued by the Company, dated November 8, 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
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Address 1706 Washington Ave. City St. Louis
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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 FINAL TENDER OFFER RESULTS
St. Louis, MO., November 8, 1996 -- CPI Corp. (NYSE: CPY) today announced the
final results of its Dutch auction tender offer which expired Monday, November 4
at 12:00 midnight, New York City time.
CPI said that 4,436,388 shares were tendered at $19.00 per share. Under the
terms of the offer, CPI has purchased 2,250,000 shares of its common stock at
$19.00 per share. The final proration factor for the tender offer is 50.7
percent. The depositary for the tender offer will issue payment promptly for the
shares that have been purchased. Shares purchased under the tender offer will
not be eligible for the fourth quarter dividend declared November 7, 1996 and
payable November 25, 1996 to shareholders of record as of November 18, 1996.
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
