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) December 9, 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
On December 9, 1997, CPI Corp. issued the following press
release announcing a Dutch Auction Self-Tender Offer.
CPI CORP. ANNOUNCES DUTCH AUCTION SELF-TENDER OFFER FOR UP
TO 2,350,000 SHARES
St. Louis, MO., December 9, 1997 - CPI Corp. (NYSE - CPY)
today announced that it is commencing today an offer to
purchase up to 2,350,000 shares of common stock, or
approximately 19.8% of its shares outstanding, from
existing stockholders. CPI is conducting the tender offer
through a procedure commonly referred to as a "Dutch
Auction" tender offer in which stockholders can tender
their shares at prices not in excess of $23.00 nor less
than $18.00 per share. The offer expires at 12:00
midnight, New York City time on January 7, 1998.
Questions and requests for assistance or for copies of the
Offer of Purchase, the Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the
Information Agent or to the Dealer Manager at their
respective addresses and telephone numbers listed below.
CPI is a consumer services company operating approximately
1,200 retail locations, including 1,030 Sears Portrait
Studios in the U.S., Puerto Rico and Canada and 157
Prints Plus wall decor stores.
INFORMATION AGENT: MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
(800) 322-2885
DEALER MANAGER: Credit Suisse First Boston
Eleven Madison Avenue
New York, NY 10010
(800) 881-8320
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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: December 9, 1997
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