CPI CORP
8-K/A, 1999-12-03
PERSONAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              --------------------

                                   FORM 8-K/A
                                 AMENDMENT NO.1

                                 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 3, 1999
                                                 ----------------

                                    CPI CORP.
             ------------------------------------------------------
             (Exact Name of the Registrant as Specified in Charter)

          Delaware                 001-10204                     431256674
- --------------------------------------------------------------------------------
(State or Other Jurisdiction      (Commission                  (IRS Employer
     of Incorporation)            File Number)               Identification No.)

     1706 Washington Avenue, St. Louis, Missouri                   63103
  -------------------------------------------------------------------------
  (Address of Principal Executive Offices)                       (Zip Code)

Registrants telephone number, including area code (314) 231-1575
                                                  --------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>


Item 5.   Other Events.

          On December 2, 1999, CPI Corp. issued a press release  announcing that
its third quarter  earnings will fall far short of  expectations.  A copy of the
press release is attached hereto as Exhibit 5.1.

          On October 7, 1999, CPI updated certain  projections  contained in its
Proxy Statement  dated September 27, 1999,  mailed to shareholders in connection
with the meeting to approve the then proposed merger with SPS International Inc.
CPI no longer believes those projections are a reliable  indicator of its future
financial performance.
<PAGE>


                                   SIGNATURES

          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 hereunto duly authorized.



                                                          CPI CORP.



Date: December 3, 1999                         By: /s/ Alyn V. Essman
                                                  ------------------------------
                                                  Name:  Alyn V. Essman
                                                  Title: Chief Executive Officer


CPI Corp.
news for immediate release                               FOR RELEASE
                                                                    ------------

- --------------------------------------------------------------------------------
FOR FURTHER INFORMATION, CONTACT:

              NAME        Alyn V. Essman              FROM       CPI Corporation
              ADDRESS     1706 Washington Ave.        CITY       St. Louis
              STATE, ZIP  Missouri 63103              TELEPHONE  (314) 231-1575
- --------------------------------------------------------------------------------
                                        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. EXPECTS DISAPPOINTING THIRD QUARTER

          St. Louis, MO., December 2, 199 - CPI Corp.  (NYSE-CPY)  ("CPI") today
announced that its third quarter  earnings will fall far short of  expectations.
The Company will report a loss for the third quarter when  financial  statements
become  available on or about  December 14, 1999. As of December 1, 199, CPI had
9,074,789 common shares outstanding.

          CPI is a consumer  services  company  with $389 million in fiscal 1998
sales,  operating  approximately  1,185 retail locations,  including 1,033 Sears
Portrait  Studios in the U.S.,  Puerto  Rico and Canada and 152 Prints Plus wall
decor stores.


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