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 13,1999
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 13, 1999, CPI Corp. issued the following press
release:
CPI RESUMES STOCK REPURCHASE
St. Louis, MO, October 13, 1999 - CPI Corp., (NYSE-CPY) -
Alyn V. Essman, chairman and chief executive officer of
CPI Corp. ("CPI"), said today that the company is deeply
disappointed that its efforts to maximize shareholder
value had been derailed by the unilateral termination
by SPS International Holding, Inc., an affiliate of
American Securities Capital Partners L.P. ("ASCP"), of
the merger agreement under which entities controlled by
affiliates of ASCP and CPI management had agreed to
acquire CPI.
Continuing, Essman said, "The Board of Directors and the
management of CPI remain completely confident of CPI's
strength and value and committed to serving the interests
of our shareholders. In support of this program, CPI will
immediately resume stock repurchases in the open market."
Commenting further on CPI's performance, Essman said,
"This year was planned for significant continuing
investments in training, installation of new systems and
preparation for the all-important seasonal marketing
program. These expenses are concentrated in the first
nine months and include expansion of the Smile Savers'
program throughout our portrait studio chain. With those
investments primarily behind us, we will devote our full
attention to achieving an outstanding Christmas season."
Finally, Essman confirmed that while management will
concentrate their efforts on completing a successful
year, counsel had been instructed by the Board of
Directors to pursue legal remedies against ASCP and its
affiliates for wrongful termination and willful breach
of the merger agreement.
CPI is a consumer services company with fiscal year 1998
sales of $390 million, operating approximately 1,027 Sears
Portrait Studios in the U.S., Puerto Rico and Canada and
153 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/ Barry Arthur
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Barry Arthur
Authorized Officer and
Principal Financial Officer
Date: October 14, 1999
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