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) January 13, 1998
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.)
<PAGE>
ITEM 5. OTHER EVENTS
On January 13, 1998 CPI Corp. issued the following press
release:
CPI CORP. ANNOUNCES FINAL TENDER OFFER RESULTS
St. Louis, MO., January 13, 1998 - CPI Corp. (NYSE: CPY)
today announced the final results of its Dutch Auction
tender offer which expired Wednesday, January 7 at 12:00
midnight, New York City time.
CPI said that 1,999,215 shares were tendered at or below
$23.00 per share. Under the terms of the offer, CPI has
purchased 1,999,215 shares of its common stock at $23.00
per share. The depositary for the tender offer will issue
payment promptly for the shares that have been purchased.
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.
<PAGE>
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: January 14, 1998
<PAGE>
