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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)
_____________________
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.
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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. SAYS 3RD QUARTER PORTRAIT STUDIO SALES LOWER THAN EXPECTED
ST. LOUIS, MO., October 18, 1996 - CPI Corp. (NYSE-CPY) said today that, due to
lower-than-expected third quarter portrait studio sales, it no longer
anticipates that 1996 full-year comparable earnings will exceed those of 1995.
In making the announcement, Alyn V. Essman, chairman and chief executive
officer said, "In earlier communications, we stated that we expected CPI's
full-year results for the 1996 fiscal year ending February 1, 1997 to show an
increase over comparable earnings of last year. Those expectations were
predicated on a strong second half, including the all-important fourth quarter.
In our Sears Portrait Studio division we are approximately five weeks into the
holiday season portrait activity, and early results indicate that, although
sales should exceed last year's, we are not experiencing the sales strength we
anticipated.
"Our best estimates at this time are that third quarter portrait studio sales
could be approximately four million dollars lower than previously expected. This
sales shortfall could reduce pre-tax portrait studio operating income
approximately $2.5 million from our prior expectations. While our very important
fourth quarter is difficult to predict, these recent results and the trend
suggest that full-year comparable overall earnings (before consideration of
effects of the photofinishing joint venture and/or pending share repurchases)
are likely to be below last year's."
This release contains certain "forward looking statements" that are subject to
risks and uncertainties. The Company's actual results and performance could
differ materially from those anticipated depending on, among other things,
customer demand for the Company's services, the amount of revenue derived from
the Portrait Studio Division through the fiscal year end and the overall level
of economic activity in the Company's major markets.
CPI is a consumer services company with $527.6 million in fiscal 1995 sales from
continuing operations, operating over 1,700 retail locations, including 1,020
Sears Portrait Studios in the U.S., Puerto Rico and Canada, 153 Prints Plus wall
decor locations and, in a joint venture with Eastman Kodak Company, 550
photofinishing locations.
CPI corp - 1706 Washington Avenue - St. Louis, Missouri 63103
