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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(c)(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)
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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 PERSON(S) FILING STATEMENT)
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COPIES TO:
WILLIAM F. WYNNE, JR., ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
DECEMBER 9, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$54,050,000 $15,944.75
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* Calculated solely for the purpose of calculating the filing fee, based on
the purchase of 2,350,000 shares at $23.00 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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The Issuer Tender Offer Statement on Schedule 13E-4 dated
December 9, 1997 relating to the offer by CPI Corp. (the "Company") to
purchase up to 2,350,000 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
$23.00 nor less than $18.00 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 December 9, 1997 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)(10) Text of Press Release issued by the Company, dated
January 13, 1998.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 13, 1998
CPI CORP.
/s/ Alyn V. Essman
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(Name) Alyn V. Essman
(Title) Chairman and Chief Executive Officer
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CPI CORP.
NEWS FOR IMMEDIATE RELEASE FOR RELEASE _______________
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FOR FURTHER INFORMATION CONTACT:
NAME Alyn V. Rssman FIRM CPI Corporation
ADDRESS 1706 Washington Ave CITY St. Louis
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. 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 Pico and
Canada and 157 Prints Plus wall decor stores.
CPI corp. - 1706 Washington Avenue - St. Louis, Missouri 63103
