<WPC> 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) April, 1997
CPI CORP.
________________________________________________________________
(exact name of registrant as specified in its charter)
Delaware 0-11227 43-1256674
________________________________________________________________
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) Number) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103-1790
________________________________________________________________
(Address of principal executive offices) (Zip code)
Registrants' telephone number, including area code (314) 231-1575
________________________________________________________________
________________________________________________________________
(Former name or former address, if changes since last report.)
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ITEM 5. OTHER EVENTS
In April of 1997, the Company amended its $60 Million Revolving
Credit Agreement with three banks (originally filed on Form 10-Q
with the Securities and Exchange Commission and dated
September 1, 1995) and Note Agreement with two insurance
companies (originally filed on Form 10-Q with the Securities
and Exchange Commission and dated September 3, 1993). These
amendments are being filed with this 8-K labeled Item 5 (A),
Second Amendment to Revolving Credit Agreement, and Item 5 (B),
Letter Amendment No. 5.
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ITEM 5 (A)
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") is made and entered into effective as of April 14,
1997, by and among: CPI CORP., a Delaware corporation
("Borrower"); MERCANTILE BANK NATIONAL ASSOCIATION (formerly
known as Mercantile Bank of St. Louis National Association),
HARRIS TRUST AND SAVINGS BANK and THE SUMITOMO BANK, LIMITED (as
assignee of The Daiwa Bank, Limited) (collectively, the "Banks");
and MERCANTILE BANK NATIONAL ASSOCIATION (formerly known as
Mercantile Bank of St. Louis National Association), as agent for
the Banks (in such capacity, the "Agent")
W I T N E S S E T H:
WHEREAS, Borrower, the Banks and the Agent are parties to
that certain Revolving Credit Agreement dated July 13, 1995, as
amended by that certain First Amendment to Revolving Credit
Agreement dated as of October 3, 1996 (as amended, the "Credit
Agreement"; all capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to them in the
Credit Agreement as amended by this Amendment); and
WHEREAS, Borrower desires to further amend the Credit
Agreement in the manner hereinafter set forth and the Banks and
the Agent are willing to agree thereto on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, the Banks
and the Agent hereby agree as follows:
1. The reference in Section 7.02(e) of the Credit Agreement
(Limitation on Restricted Payments and Restricted Investments) to
"$4,662,271.00" is deleted and substituted with "$6,162,271.00."
2. Notwithstanding any provision contained in this
Amendment to the contrary this Amendment shall not be effective
unless and until the Agent shall have received:
(a) this Amendment, duly executed by Borrower and each
of the Banks;
(b) evidence satisfactory to the Agent that the
limitation on restricted payments and restricted investments
contained in the Note Agreement has been amended to read the same
in all material respects as Section 7.02(e) of the Credit
Agreement as amended by this Amendment;
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(c) a copy of resolutions of the Board of Directors of
Borrower, duly adopted, which authorize the execution, delivery
and performance of this Amendment, certified by the Secretary of
Borrower;
(d) an incumbency certificate, executed by the
Secretary of Borrower, which shall identify by name and title and
bear the signatures of all of the officers of Borrower authorized
to execute this Amendment; and
(e) certificates of corporate good standing of Borrower
issued by the Secretaries of States of Delaware and Missouri.
3. Borrower hereby agrees to reimburse the Agent on demand
for all out-of-pocket costs and expenses, including, limitation,
reasonable attorneys' fees and expenses, incurred by the Agent in
the preparation, negotiation and execution of this Amendment.
All of the obligations of Borrower under this paragraph shall
survive the payment of the Borrower's Obligations and the
termination of the Credit Agreement.
4. All references in the Credit Agreement to this
"Agreement" and any other references of similar import shall
henceforth mean the Credit Agreement as amended by this
Amendment. Except to the extent specifically amended by this
Amendment, the terms, provisions, conditions, covenants,
representations and warranties contained in the Credit Agreement
shall be and remain in full force and effect and the same are
hereby ratified and confirmed.
5. This Amendment shall be binding upon and inure to the
benefit of Borrower, the Banks, the Agent and their respective
successors and assigns, except that Borrower may not transfer or
delegate any of its rights or obligations hereunder.
6. Borrower hereby represents and warrants to the Agent and
the Banks that:
(a) The execution, delivery and performance by Borrower
of this Amendment are within the corporate powers of Borrower,
have been duly authorized by all necessary corporate action and
require no action by or in respect of, consent of or filing or
recording with, any governmental or regulatory body, agency or
official or any other Person;
(b) the execution, delivery and performance by Borrower
of this Amendment do not conflict with, or result in a breach of
the terms, conditions or provisions of, or constitute a default
under or result in any violation of, the terms of the Certificate
of Incorporation or Bylaws of Borrower, any applicable law, rule,
regulation, order, writ, judgment or decree of any court or
governmental or regulatory agency or instrumentality or any
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agreement, document or instrument to which Borrower is a party
or by which it is bound or to which it is subject;
(c) This Amendment has been duly executed and delivered
by Borrower and constitutes the legal, valid and binding
obligation of Borrower enforceable in accordance with its terms;
and
(d) As of the date hereof, all of the representations
and warranties of Borrower set forth in the Credit Agreement are
true and correct and no Default or Event of Default under or
within the meaning of the Credit Agreement has occurred and is
continuing.
7. In the event of any inconsistency or conflict between
this Amendment and the Credit Agreement, the terms, provisions
and conditions of this Amendment shall govern and control.
8. This Amendment shall be governed by and construed in
accordance with the substantive laws of the State of Missouri
(without reference to conflict of law principles).
9. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
PROTECT BORROWER, THE BANKS AND THE AGENT FROM MISUNDERSTANDING
OR DISAPPOINTMENT, ANY AGREEMENTS BORROWER, THE BANKS AND THE
AGENT REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,
WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN BORROWER, THE BANKS AND THE AGENT EXCEPT AS BORROWER, THE
BANKS AND THE AGENT MAY LATER AGREE IN WRITING TO MODIFY IT.
10. This Amendment may be signed in any number of
counterparts (including telecopy counterparts), each of which
shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, Borrower, the Banks and the Agent have
executed this Amendment effective as of the day and year first
above written.
BORROWER:
CPI CORP.
By: /s/ Alyn V. Essman
-----------------
Title: Chairman, CEO
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BANKS:
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ Timothy Hassler
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Title: Assistant Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ Stephen J. Gray
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Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ Michael F. Murphy
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Title: Vice President, Manager
By: /s/ Teresa A. Lekich
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Title: Vice President
AGENT:
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ Timothy W. Hassler
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Title: Assistant Vice President
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ITEM 5 (B) LETTER AMENDMENT NO. 5
Mr Jay Squiers
The Prudential Insurance Company of America
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201
Mr. Terrance McGuire
Assistant Director - Securities Investment
Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0800
Ladies and Gentlemen:
Reference is made to the Note Agreement dated as of August 31,
1993, as amended by a letter amendment dated as of February 24,
1994 ("LETTER AMENDMENT NO. 1"), a letter amendment dated as of
June 14, 1994 ("LETTER AMENDMENT NO. 2"), a letter amendment
dated as of September 18, 1995 ("LETTER AMENDMENT NO. 3") and a
letter amendment as of October 2, 1996 ("LETTER AMENDMENT NO. 4")
(as amended, the "NOTE AGREEMENT"), by and between CPI Corp. (THE
"COMPANY") and each of the purchasers listed on the Purchaser
Schedule attached thereto (collectively, the "PURCHASERS").
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Note Agreement.
By their execution hereof as provided below, the Company and the
Required Holders agree and consent to this Letter Amendment
No. 5 to the Note Agreement (this "AMENDMENT"), but only to the
extent expressly provided herein, and subject to the terms and
conditions set forth below.
1. RESTRICTED PAYMENTS. Paragraph 6B of the Note Agreement
is hereby amended by replacing the amount of "$25,032,227" in
clause (A) thereof with the amount of "$26,532,227".
2. CONDITIONS PRECEDENT. This Amendment is expressly
subject to and shall be effective only upon the satisfaction of
the following conditions:
2.1 The Company and Required Holders shall have
executed this Amendment.
2.2 As of the Effective Date (as defined in Section 4.5
below), no Default or Event of Default under the Note Agreement
shall exist and be continuing, after giving effect to this
Amendment.
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2.3 The representations of the Company in Section 3
hereof shall be true and complete.
2.4 The Company shall have received copies of an
amendment to the Revolving Credit Agreement, duly executed by the
Revolving Credit Lender, containing provisions no more
restrictive on the Company than the amendments set forth in
Section 1 hereof, and the Company shall have provided photocopies
of such amendment to each of the holders of Notes.
2.5 If the Company has agreed to pay any fees or other
consideration to the banks that are party to the Revolving Credit
Agreement in connection with the amendment delivered pursuant to
Section 2.4, the Company shall also pay a pro rata fee to the
Purchasers.
3. REPRESENTATIONS OF THE COMPANY. The Company, by its
execution and delivery of this Amendment, hereby represents and
warrants to each holder of Notes as follows:
3.1 Its representations and warranties in Section 8 of
the Note Agreement shall be true and complete and in all material
respects, as if made on and as of the date hereof, except that
the representation and warranty (i) with respect to the annual
audited financial statements in paragraph 8B shall be deemed to
refer to the fiscal years ended February 6, 1993, February 5,
1994, February 4, 1995 and February 3, 1996; (ii) in the last
sentence of paragraph 8B and in paragraph 8E shall be deemed to
refer to February 3, 1996; and (iii) in any other part of
paragraph 8 that is made as of a specific date shall be deemed
made as of such specific date.
3.2 As of the Effective Date, no Default or Event of
Default under the Note Agreement, or similar condition under any
other agreement to which the Company is subject, exists and is
continuing, after giving effect to this Amendment.
3.3 No dissolution proceedings with respect to the
Company have been commenced or are contemplated, and there has
been no condition, event or development that could reasonably be
expected to result in a Material Adverse Effect since February 3,
1996.
3.4 This Amendment has been duly authorized, executed
and delivered by the Company and the Note Agreement, as amended
by this Amendment, constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms.
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4. MISCELLANEOUS
4.1 It is expressly understood and agreed that this
Amendment shall not constitute either (a) a modification,
alteration or amendment of the terms, conditions, and covenants
of the Note Agreement or the Notes, both of which shall remain
unchanged and in full force and effect, except as otherwise
specifically set forth herein or (b) a waiver or release of or
limitation upon the exercise by the holders of Notes or any of
them of any of their rights, legal or equitable, under the Note
Agreement except as to matters as to which the holders herein
expressly consent or waive compliance and only for the relevant
time period set forth herein. Nothing herein is intended or
shall be construed to release or relieve the Company in any way
or to any extent from any of the obligations, covenants or
agreements imposed upon the Company by the Note Agreement or the
Notes or otherwise, or from the consequences of any default
thereunder, except as to matters to which the undersigned
expressly agree herein.
4.2 The Note Agreement and the Notes are in all
respects ratified and confirmed, and all the terms, conditions
and provisions thereof shall be and remain in full force and
effect.
4.3 The execution and delivery of this Amendment by the
Required Holders shall not in any way constitute, or be construed
as, a waiver of any provision of, or of any Default or Event of
Default under, the Note Agreement except as expressly provided
herein, nor shall it constitute an agreement or obligation of
any holder of Notes to give its consent to any future waiver,
consent or amendment of the Note Agreement or to any future
transaction, event or condition which would, absent consent of
the Required Holders, constitute a Default or Event of Default.
4.4 This Amendment may be executed in as many counter-
parts as may be deemed necessary or convenient and by the
different parties hereto on separate counterparts (provided that
the Company will execute each counterpart), and each of which,
when so executed, shall be deemed to be an original, but all such
counterparts shall constitute but one and the same agreement.
4.5 This Amendment shall be deemed effective as of the
date hereof, (the "EFFECTIVE DATE"), provided that the conditions
precedent set forth in Section 3 hereof have been completely
satisfied on or before April 30, 1997.
4.6 From and after the Effective Date, each reference
in the Note Agreement to "this Agreement," "hereof," or "here-
under" or words of like import, and all references to the Note
Agreement in any and all agreements, instruments, documents,
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notes, certificates and other writings of every kind and nature
shall be deemed to mean the Note Agreement, as modified and
amended by this Amendment.
4.7 This Amendment (a) shall be binding on the parties
hereto and their respective successors and assigns and shall
inure to the benefit of the parties hereto and their respective
successors and assigns, (b) constitutes the entire agreement
among the parties hereto with respect to the matters addressed
herein, and shall be governed by and construed and enforced in
accordance with the laws of the State of New York.
CPI Corp.
By: /s/ Alyn V. Essman
-----------------------------------
Chairman, CEO
The Prudential Insurance Company of America
By: /s/ Jay Squiers
-----------------------------------
Vice President (TPO)
Principal Mutual Life Insurance Company
By: /s/ Jon M. Davidson
-----------------------------------
Jon M. Davidson
Director-Securities Investment
By: /s/ James C. Fifield
-----------------------------------
James C. Fifield
Counsel
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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
-----------------------------
Barry Arthur
Authorized Officer and
Principal Financial Officer
Dated: April 25, 1997
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