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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13E-4
(Amendment No. 1)
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)
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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
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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.
[ ] 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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ITEM 1. SECURITY AND ISSUER.
The Issuer Tender Offer Statement on Schedule 13E-4 dated
October 7, 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)(9) Text of Press Release issued by the Company, dated
October 18, 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. 1 to
Schedule 13E-4 is true, complete and correct.
Dated: October 18, 1996
CPI CORP.
By: /s/ ALYN V. ESSMAN
Alyn V. Essman
Chairman and Chief Executive Officer
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EXHIBIT (A)(9)
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EXHIBIT NO.
(a)(9) Text of Press Release issued by the Company, dated October 18,
1996.
