SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) October 7, 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)
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Item 5. Other Events.
(a) Results of Operations.
In connection with American Securities Capital Partners, L.P. ("ASCP")
arranging financing for its acquisition of CPI Corp.("CPI") pursuant to an
Agreement and Plan of Merger dated as of June 15, 1999, CPI has provided ASCP
with current financial information, including the following:
o CPI's comparable sales for the U.S. Portrait Studio segment of its
business for the first eight weeks of the 16-week third fiscal quarter were
$41.1 million for 1999 and $41.6 million 1998. CPI's budgeted sales for the
first eight weeks of the 16-week third fiscal quarter of 1999 was $43.5 million.
Neither reported sales nor budgeted sales reflect deferral of revenue generated
by CPI's Smile Savers Plan, a customer loyalty program by which customers pay a
single enrollment fee for unlimited sittings over a two year period rather than
paying a sitting or session fee for each studio visit.
o CPI's third quarter sales for its U.S. Portrait Studio segment is a
preliminary, unaudited number. Management attributes the third quarter shortfall
in sales primarily to slower than expected revenue growth from the Smile Savers
Program and the effects of one week of Hurricane Floyd.
o CPI believes its business is subject to short-term periods of
under-performance, which are usually balanced by similar periods of
over-performance. However, there can be no assurances that such over-performance
will occur.
(b) Projections
In connection with ASCP arranging financing for its acquisition of CPI, CPI
has provided ASCP with the following current projections which update those
contained in its Proxy Statement dated September 27, 1999:
Fiscal Year Ending February
(In millions)
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2000P 2001P 2002P
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Consolidated Sales........................... $407.1 $438.0 $469.0
Consolidated EBITDA.......................... $59.4 $69.3 $79.4
Consolidated EBIT............................ $27.0 $34.7 $44.0
Consolidated Capital Expenditures............ $28.4 $20.0 $28.4
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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: October 7, 1999 By:/s/Alyn V. Essman
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Name:Alyn V. Essman
Title: Chief Executive Officer
