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) November 5, 1996
CPI CORP.
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(exact name of registrant as specified in its charter)
Delaware 0-11227 43-1256674
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) Number) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103-1790
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(Address of principal executive offices) (Zip code)
Registrants's telephone number, including area code (314) 231-1575
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(Former name or former address, if changes since last report.)
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ITEM 5. OTHER EVENTS
On November 5, 1996, CPI Corp. issued the following press
release:
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withdrawn at $19.00 per share.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proper delivery of all shares tendered and not withdrawn,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 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.
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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
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Barry Arthur
Authorized Officer and
Principal Financial Officer
Dated: November 7, 1996
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