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) June 16, 1997
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' 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
A. On June 16, 1997, CPI Corp. issued the following press
release announcing the refinancing of Senior Debt and
reporting strength in Sears Portrait Studio sales.
CPI CORP. ANNOUNCES REFINANCING OF SENIOR DEBT, REPORTS
STRENGTH IN SEARS PORTRAIT STUDIO SALES
St. Louis, MO, June 16, 1997 - CPI Corp. (NYSE-CPY) today
said that it has completed a $60 million private placement of
senior notes with The Prudential Insurance Company of
America and The Guardian Life Insurance Company of America.
Proceeds of the financing will be used to refinance existing
senior notes and for general corporate purposes.
Prudential and Guardian have purchased notes totaling $60
million at an average effective rate of 7.46%. The notes
mature in ten years and have an average life of seven years.
The notes are to be redeemed through equal annual payments
beginning on the fourth anniversary of the agreement;
interest will be paid semi-annually. Certain financial
covenants associated with the notes are less restrictive than
the covenants of the prior senior notes.
Concurrently, the company has entered into a new $40 million
revolving line of credit agreement with Mercantile Bank of
St. Louis, N.A., Sumitomo Bank, Ltd. and Harris Trust &
Savings Bank. The bank agreement contains covenants similar
to those contained in the senior note agreements. Details
of the senior notes agreements and the bank agreement will
be included in an 8-K filing on or before July 1, 1997.
In making the announcement Alyn V. Essman, chairman and
chief executive officer, said, "As a result of the new
agreements, we are able to lock in a favorable interest rate
for an extended period, significantly increasing our
financial flexibility and enabling us better to position
our operations to facilitate our long-term growth."
Continuing, Essman said, "We are encouraged by current
operations, especially in our Sears Portrait Studios,
where once we got through the natural distortions of the
Easter season, we began to see strong, consistent
performance, resulting in sales increases approximately
10% above last year's levels for the past six or seven
weeks."
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
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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 $467.0 million in
fiscal 1996 sales from continuing operations, operating
approximately 1,200 retail locations, including 1,027 Sears
Portrait Studios in the U.S., Puerto Rico and Canada, 153
Prints Plus wall decor stores and, in a joint venture with
Eastman Kodak Company, 479 Fox Photo, Inc. 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: June 18, 1997
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