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 18,1999
CPI CORP.
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(Exact Name of the Registrant as Specified in Charter)
Delaware 001-10204 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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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
(A) On October 18, 1999, CPI Corp. issued the following press
release:
CPI FILES CLAIMS AGAINST AMERICAN SECURITIES CAPITAL PARTNERS,
L.P.
St. Louis, MO., October 18, 1999 - CPI Corp. (NYSE-CPY)
("CPI") today announced that it had filed claims against
American Securities Capital Partners, L.P. ("ASCP") and its
affiliates SPS International Holdings, Inc. and SPS
Acquisition, Inc., asserting that ASCP and such entities are
in willful breach of their obligations under the June 15,
1999 Merger Agreement entered into among those companies and
CPI. CPI asserts that ASCP willfully failed to use its
reasonable best efforts to complete the transaction,
including by failing to complete the financing for the
transaction and that it reneged on its obligation to
use the bridge financing available to it.
Alyn Essman, Chairman and Chief Executive Officer of CPI,
stated "ASCP's claim of a material adverse change in CPI's
business is a transparent artifice to avoid its obligation
to complete the Merger. We believe that ASCP had other
reasons for refusing to perform, in particular, the
substantial increase in the cost of funds in the high-yield
debt market. CPI is in all material respects the company
that ASCP contractually committed itself to purchase."
CPI seeks damages for the willful breach of the Merger
Agreement by SPS International and SPS Acquisition, and also
asserts claims in an amount of $80 million, together with
attorneys' fees and costs, from ASCP under its guarantee of
SPS International's obligations.
CPI is a consumer services company with $389 million in
fiscal 1998 sales, operating approximately 1,200 retail
locations, including 1,030 Sears Portrait Studios in the
U.S., Puerto Rico and Canada and 152 Prints Plus wall decor
stores.
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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 hereunto duly authorized.
CPI CORP.
(Registrant)
/s/ Alyn Essman
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Alyn Essman
Chief Executive Officer
Date: October 19, 1999
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