<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
CPI CORP.
(NAME OF THE ISSUER)
CPI CORP.
SPS INTERNATIONAL HOLDINGS, INC.
SPS ACQUISITION, INC.
ALYN V. ESSMAN
RUSSELL ISAAK
PATRICK J. MORRIS
(NAME OF PERSON(S) FILING STATEMENT)
------------------------
COMMON STOCK, PAR VALUE $0.40 PER SHARE
(TITLE OF CLASS OF SECURITIES)
0000805647
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
<TABLE>
<S> <C>
CPI CORP.
ALYN V. ESSMAN
RUSSELL ISAAK SPS INTERNATIONAL HOLDINGS, INC.
PATRICK J. MORRIS SPS ACQUISITION, INC.
C/O CPI CORP. 122 EAST 42ND STREET
1706 WASHINGTON AVENUE NEW YORK, NEW YORK 10168
ST. LOUIS, MISSOURI 63103 ATTENTION: MARK BANDEEN
(314) 231-1575 (212) 476-8000
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
------------------------
Copies to:
<TABLE>
<S> <C>
WILLIAM F. WYNNE, JR., ESQ. RICHARD CAPELOUTO, ESQ.
WHITE & CASE LLP SIMPSON THACHER & BARTLETT
1155 AVENUE OF THE AMERICAS 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10017
(212) 819-8200 (212) 455-2000
</TABLE>
JOHN A. RAVA, ESQ.
HUSCH & EPPENBERGER, LLC
100 NORTH BROADWAY, SUITE 1300
ST. LOUIS, MISSOURI 63102-2789
(314) 421-4800
This statement is filed in connection with (check the appropriate box):
/x/ a. The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
/ / b. The filing of a registration statement under the Securities
Act of 1933.
/ / c. A tender offer.
/ / d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. /x/
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
<S> <C>
$386,724,461 $77,344.89
</TABLE>
/x/ 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.
<TABLE>
<S> <C>
Amount previously paid: $77,344.89 Filing party: CPI Corp.
Form or registration no.: Schedule 14-A, no. 1-10204 Date filed: July 12, 1999 and August 27, 1999
</TABLE>
(1) Based upon Exchange Act Rule 0-11(b). Includes $37.00 per share for
9,919,948 shares of common stock of the Issuer plus an aggregate of
$19,686,385 in consideration of 1,399,233 outstanding options to purchase
common stock of the Issuer.
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<PAGE>
INTRODUCTORY NOTE
This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (as amended and supplemented, the "Schedule 13E-3")
relating to the proposed merger (the "Merger") of SPS Acquisition, Inc., a
Delaware corporation ("Sub"), with and into CPI Corp., a Delaware corporation
(the "Corporation"), pursuant to the Agreement and Plan of Merger dated as of
June 15, 1999, by and among the Corporation, Sub and SPS International Holdings,
Inc., a Delaware corporation ("Parent"). In connection with the Merger, certain
officers and employees of the Corporation, including Alyn V. Essman, Russell
Isaak and Patrick J. Morris, have agreed to invest cash, shares of the
Corporation's common stock or options to purchase the Corporation's common stock
or a combination thereof in Parent in return for equity interests in Parent.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
(the "Proxy Statement"), filed by the Corporation with the Securities and
Exchange Commission on August 27, 1999 of the information required to be
included in response to the items of Schedule 13E-3. The information set forth
in the Proxy Statement (including the appendixes thereto) is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by the information contained in the Proxy Statement.
2
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO GENERAL INSTRUCTION F
TO SCHEDULE 13E-3
<TABLE>
<CAPTION>
SCHEDULE 13E-3 RESPONSE/CAPTION IN
ITEM NUMBER AND CAPTION PROXY STATEMENT
- ------------------------ --------------------
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
<S> <C>
(a) Cover Page;
SUMMARY--General--The Parties to the Transaction; Management Investors;
SUMMARY--General--The Merger.
(b) SUMMARY--General--The Special Meeting;
INTRODUCTION--Voting Rights; Agreements to Vote; Vote Required for Approval.
(c) SUMMARY--Comparative Market Price Data.
(d) SUMMARY--Dividends.
(e) Not applicable.
(f) TRANSACTIONS IN COMMON STOCK BY CERTAIN PERSONS.
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
<TABLE>
<S> <C>
(a)-(d) and Cover Page;
(g)
SUMMARY--General--The Parties to the Transaction; "Management Investors;"
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of
Interest--Equity Investment by
Management Investors.
</TABLE>
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
<TABLE>
<S> <C>
(a)-(b) SPECIAL FACTORS--Background of the Merger;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest.
</TABLE>
ITEM 4. TERMS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a) SUMMARY;
INTRODUCTION;
SPECIAL FACTORS;
THE MERGER;
THE MERGER AGREEMENT;
Appendix A.
(b) SUMMARY;
SPECIAL FACTORS--Certain Effects of the Merger; Plans or Proposals After the Merger;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest.
</TABLE>
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
<TABLE>
<S> <C>
(a)-(g) SUMMARY--Certain Effects of the Merger;
SPECIAL FACTORS--Certain Effects of the Merger; Plans or Proposals After the Merger;
THE MERGER--Effects of the Merger.
</TABLE>
3
<PAGE>
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<TABLE>
<S> <C>
(a) SUMMARY--Financing of the Merger;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest;
THE MERGER--Financing of the Merger.
(b) THE MERGER AGREEMENT--Termination Fees; Expenses.
(c) THE MERGER--Financing of the Merger.
(d) Not applicable.
</TABLE>
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
<TABLE>
<S> <C>
(a)-(d) SUMMARY--Certain Effects of the Merger;
SPECIAL FACTORS--Background of the Merger;
SPECIAL FACTORS--CPI's Reasons for the Merger;
Recommendation of Our Board of Directors;
SPECIAL FACTORS--Certain Effects of the Merger; Plans or Proposals After the Merger
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest;
SPECIAL FACTORS--Material U.S. Federal Income Tax Consequences of
the Merger to Our Stockholders.
</TABLE>
ITEM 8. FAIRNESS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a)-(b) SUMMARY;
SPECIAL FACTORS--CPI's Reasons for the Merger; Recommendation of
Our Board of Directors;
SPECIAL FACTORS--CPI and the Senior Management Investors' Belief as to the
Fairness of the Merger;
SPECIAL FACTORS--SPS International's and SPS Acquisition's Belief as to the
Fairness of the Merger;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest.
(c) INTRODUCTION--Voting Rights; Agreements to Vote; Vote Required For Approval.
(d)-(f) SPECIAL FACTORS--Background of the Merger;
SPECIAL FACTORS--CPI's Reasons for the Merger; Recommendation of
Our Board of Directors.
</TABLE>
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
<TABLE>
<S> <C>
(a)-(c) SPECIAL FACTORS--Background of the Merger;
SPECIAL FACTORS--Opinion of Financial Advisor;
SPECIAL FACTORS--CPI's Reasons for the Merger; Recommendation of
Our Board of Directors;
Appendix C.
</TABLE>
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<S> <C>
(a) SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest;
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS;
TRANSACTIONS IN COMMON STOCK BY CERTAIN PERSONS.
(b) Not applicable.
</TABLE>
4
<PAGE>
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
<TABLE>
<S> <C>
SUMMARY--Interests of Certain Persons in the Merger; Potential Conflicts of Interest;
INTRODUCTION--Voting Rights; Agreements to Vote; Vote Required for Approval;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest.
</TABLE>
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE TRANSACTION.
<TABLE>
<S> <C>
(a)-(b) INTRODUCTION--Voting Rights; Agreements to Vote; Vote Required For Approval;
SPECIAL FACTORS--CPI's Reasons for the Merger; Recommendation of
Our Board of Directors;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest.
</TABLE>
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a) THE MERGER--Rights of Dissenting Stockholders;
Appendix B.
(b) Not applicable.
(c) Not applicable.
</TABLE>
ITEM 14. FINANCIAL INFORMATION.
<TABLE>
<S> <C>
(a) SUMMARY--Our Financial Information and Projections
Annual Report on Form 10-K for the fiscal year ended February 6, 1999 for the Corporation,
which is incorporated by reference in the Proxy Statement.
(b) Not applicable.
</TABLE>
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
<TABLE>
<S> <C>
(a) SUMMARY;
SPECIAL FACTORS--Background of the Merger;
SPECIAL FACTORS--Opinion of Financial Advisor;
SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest.
(b) INTRODUCTION--Solicitation of Proxies;
EXPENSES OF SOLICITATION.
</TABLE>
ITEM 16. ADDITIONAL INFORMATION.
<TABLE>
<S> <C>
Proxy Statement (and the Appendixes thereto) generally
</TABLE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1) Commitment letter from Credit Suisse First Boston for Senior Secured Credit Facility dated
June 15, 1999.*
(2) Commitment letter from Credit Suisse First Boston for Bridge Loan Facility dated June 15, 1999.*
(b)(1) Opinion of Credit Suisse First Boston Corporation (Attached as Appendix C
to the Proxy Statement).
(2) Written Materials distributed to Board of Directors at May 26, 1999 meeting by
Credit Suisse First Boston Corporation.*
(c)(1) Agreement and Plan of Merger, dated as of June 15, 1999, among Parent, Sub and the Corporation.
(Attached as Appendix A to the Proxy Statement).
(2) Form of Subscription Agreement for Accredited Investors.*
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(3) Guarantee of American Securities Capital Partners, L.P. dated June 15, 1999.*
(d)(1) A copy of the Proxy Statement (filed by CPI Corp. on August 27, 1999 and incorporated herein by
reference).
(e)(1) Section 262 of the Delaware General Corporation Law (Attached as Appendix B
to the Proxy Statement).
(f)(1) Not applicable.
</TABLE>
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* Previously filed.
6
<PAGE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information set forth on the cover page and the headings
"SUMMARY--General--The Parties to the Transaction; Management Investors" and "--The Merger" of
the Proxy Statement, which information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the headings "SUMMARY--General--The
Special Meeting" and "INTRODUCTION--Voting Rights; Agreements to Vote; Vote Required For
Approval" in the Proxy Statement, which information is incorporated herein by reference.
(c) Reference hereby is made to the information set forth under the heading "SUMMARY--Comparative
Market Price Data" in the Proxy Statement, which information is incorporated herein by
reference.
(d) Reference hereby is made to the information set forth under the heading "SUMMARY--Dividends" in
the Proxy Statement, which information is incorporated herein by reference.
(e) Not applicable.
(f) Reference hereby is made to the information set forth under the heading "TRANSACTIONS IN COMMON
STOCK BY CERTAIN PERSONS" in the Proxy Statement, which information is incorporated herein by
reference.
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
<TABLE>
<S> <C>
(a)-(d) and The persons filing this statement are the Corporation, SPS International Holdings, Inc., a
(g) Delaware corporation, SPS Acquisition, Inc., a Delaware corporation, Alyn V. Essman, Russell
Isaak and Patrick J. Morris. The address of each of SPS International Holdings, Inc. and SPS
Acquisition, Inc. and their officers, directors and controlling affiliates is 122 East 42nd
Street, New York, New York 10168. SPS International Holdings, Inc. has been organized for the
purpose of holding the capital stock of SPS Acquisition, Inc. which has been formed for the
purpose of consummating the merger. Reference hereby is made to the information set forth on the
Cover Page and under the heading "SUMMARY--General--The Parties to the Transaction; Management
Investors" and "SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts
of Interest--Equity Investment by Management Investors" in the Proxy Statement, which
information is incorporated herein by reference.
(e)-(f) None of the Corporation, SPS International Holdings, Inc., SPS Acquisition, Inc., any executive
officer, director or person controlling the Corporation, SPS International Holdings, Inc. or SPS
Acquisition, Inc. has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
</TABLE>
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information set forth under the headings "SPECIAL
FACTORS--Background of the Merger; Potential Conflicts of Interest" and "SPECIAL
FACTORS--Interests of Certain Persons in the Merger" in the Proxy Statement, which information
is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the headings "SPECIAL
FACTORS--Background of Merger" and "SPECIAL FACTORS--Interest of Certain Persons in the Merger;
Potential Conflicts of Interest" in the Proxy Statement, which information is incorporated
herein by reference.
</TABLE>
7
<PAGE>
ITEM 4. TERMS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information set forth under the headings "SUMMARY,"
"INTRODUCTION," "SPECIAL FACTORS," "THE MERGER," "The Merger Agreement" and Appendix A in the
Proxy Statement, which information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the headings "SUMMARY," "SPECIAL
FACTORS--Certain Effects of the Merger; Plans or Proposals After the Merger" and "SPECIAL
FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest" in the
Proxy Statement, which information is incorporated herein by reference.
</TABLE>
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
<TABLE>
<S> <C>
(a)-(g) Reference hereby is made to the information set forth under the headings "SUMMARY-- Certain
Effects of the Merger," "SPECIAL FACTORS--Certain Effects of the Merger; Plans or Proposals
After the Merger," and "THE MERGER--Effects of the Merger" in the Proxy Statement, which
information is incorporated herein by reference.
</TABLE>
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information set forth under the headings "SUMMARY-- Financing of
the Merger," "SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts
of Interest" and "THE MERGER--Financing of the Merger" in the Proxy Statement, which information
is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the heading "THE MERGER
AGREEMENT--Termination Fees; Expenses" in the Proxy Statement, which information is incorporated
herein by reference.
(c)-(d) Reference hereby is made to the information set forth under the heading "THE MERGER--Financing
of the Merger" in the Proxy Statement, which information is incorporated herein by reference.
None of Alyn V. Essman, Russell Isaak or Patrick J. Morris expects to borrow any funds in
connection with the Merger.
</TABLE>
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
<TABLE>
<S> <C>
(a)-(d) Reference hereby is made to the information set forth under the headings "SUMMARY-- Certain
Effects of the Merger," "SPECIAL FACTORS--Background of the Merger," "SPECIAL FACTORS--CPI's
Reasons for the Merger; Recommendation of Our Board of Directors," "SPECIAL FACTORS--Certain
Effects of the Merger; Potential Conflicts of Interest," "SPECIAL FACTORS--Interests of Certain
Persons in the Merger" and "SPECIAL FACTORS--Material U.S. Federal Income Tax Consequences of
the Merger to Our Stockholders" in the Proxy Statement, which information is incorporated herein
by reference.
</TABLE>
ITEM 8. FAIRNESS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a)-(b) Reference hereby is made to the information under the headings "SUMMARY," "SPECIAL
FACTORS--CPI's Reasons for the Merger; Recommendation of Our Board of Directors," "SPECIAL
FACTORS--CPI and the Senior Management Investors' Belief as to the Fairness of the Merger,"
"SPECIAL FACTORS--SPS International and SPS Acquisition's Belief as to the Fairness of the
Merger" and "SPECIAL FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of
Interest" in the Proxy Statement, which information is incorporated herein by reference.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
(c) The Merger is not structured to require approval by a majority of unaffiliated stockholders.
Reference hereby is made to the information under the heading "INTRODUCTION--Voting Rights;
Agreements to Vote; Vote Required For Approval" in the Proxy Statement, which information is
incorporated herein by reference.
(d)-(f) Reference is hereby made to the information under the headings "SPECIAL FACTORS--Background of
the Merger" and "SPECIAL FACTORS--CPI's Reasons for the Merger; Recommendation of Our Board of
Directors" in the Proxy Statement, which information is incorporated herein by reference.
</TABLE>
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
<TABLE>
<S> <C>
(a)-(b) Reference hereby is made to Exhibit (b)(2) hereto, the information in Appendix C of the Proxy
Statement and under the headings "SPECIAL FACTORS--Background of the Merger," "SPECIAL
FACTORS--Opinion of Financial Advisor" and "SPECIAL FACTORS--CPI's Reasons for the Merger;
Recommendation of Our Board of Directors," in the Proxy Statement, which information is
incorporated herein by reference.
</TABLE>
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information under the heading "SPECIAL FACTORS-- Interests of
Certain Persons in the Merger; Potential Conflicts of Interest," "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS" and "TRANSACTIONS IN COMMON STOCK BY CERTAIN PERSONS" in the Proxy Statement,
which information is incorporated herein by reference.
(b) None.
</TABLE>
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
<TABLE>
<S> <C>
Reference hereby is made to the information under the headings "SUMMARY--Interests of Certain
Persons in the Merger; Potential Conflicts of Interest," "INTRODUCTION--Voting Rights;
Agreements to Vote; Vote Required For Approval" and "SPECIAL FACTORS-- Interests of Certain
Persons in the Merger; Potential Conflicts of Interest" in the Proxy Statement, which
information is incorporated herein by reference.
</TABLE>
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
<TABLE>
<S> <C>
(a)-(b) Reference hereby is made to the information under the headings "INTRODUCTION--Voting Rights;
Agreements to Vote; Vote Required for Approval," "SPECIAL FACTORS--CPI's Reasons for the Merger;
Recommendation of Our Board of Directors" and "SPECIAL FACTORS--Interests of Certain Persons in
the Merger; Potential Conflicts of Interest" of the Proxy Statement, which information is
incorporated herein by reference.
</TABLE>
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information under the heading "THE MERGER--Rights of Dissenting
Stockholders" and in Appendix B of the Proxy Statement, which information is incorporated herein
by reference.
(b) Not applicable.
(c) Not applicable.
</TABLE>
9
<PAGE>
ITEM 14. FINANCIAL INFORMATION.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information under the heading "SUMMARY--Our Financial
Information and Projections" in the Proxy Statement, which information is incorporated herein by
reference. Reference is hereby made to the Annual Report on Form 10-K for the fiscal year ended
February 6, 1999 for the Corporation, which is incorporated in the Proxy Statement by reference
and incorporated herein by reference. Book value per share of the Corporation's common stock as
of February 6, 1999 and as of July 24, 1999 was $11.81 per share and $11.47 per share,
respectively.
(b) Not applicable.
</TABLE>
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
<TABLE>
<S> <C>
(a) Reference hereby is made to the information under the headings "SUMMARY," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Opinion of Financial Advisor" and "SPECIAL
FACTORS--Interests of Certain Persons in the Merger; Potential Conflicts of Interest" in the
Proxy Statement, which information is incorporated herein by reference.
(b) Reference hereby is made to the information under the heading "INTRODUCTION--Solicitation of
Proxies" and "EXPENSES OF SOLICITATION" in the Proxy Statement, which information is
incorporated herein by reference.
</TABLE>
ITEM 16. ADDITIONAL INFORMATION.
<TABLE>
<S> <C>
Reference hereby is made to the Proxy Statement, the Appendixes thereto and the exhibits hereto,
which contain additional information regarding the Merger, which information is incorporated
herein by reference.
</TABLE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1) Commitment letter from Credit Suisse First Boston for Senior Secured Credit Facility Loan dated
June 15, 1999.*
(2) Commitment letter from Credit Suisse First Boston for Bridge Loan Facility dated June 15,
1999.*
(b)(1) Opinion of Credit Suisse First Boston Corporation (Attached as Appendix C to the Proxy Statement
and incorporated herein by reference).
(2) Written Materials distributed to Board of Directors at May 26, 1999 meeting by Credit Suisse
First Boston Corporation.*
(c)(1) Agreement and Plan of Merger, dated as of June 15, 1999, among Parent, Sub and the Corporation
(Attached as Appendix A to the Proxy Statement and incorporated herein by reference).
(2) Form of Subscription Agreement for Accredited Investors.*
(3) Guarantee of American Securities Capital Partners, L.P dated June 15, 1999.*
(d)(1) Proxy Statement (filed by CPI Corp. on August 27, 1999 and incorporated herein by reference).
(e)(1) Section 262 of the Delaware General Corporation Law (Attached as Appendix B to the Proxy
Statement and incorporated herein by reference).
(f)(1) Not applicable.
</TABLE>
- ------------------
* Previously filed.
10
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 27, 1999
CPI CORP.
By: /s/ Russell Isaak
------------------------------
Name: Russell Isaak
Title: President
SPS INTERNATIONAL HOLDINGS, INC.
By: /s/ Mark Bandeen
------------------------------
Name: Mark Bandeen
Title: Co-President
SPS ACQUISITION, INC.
By: /s/ Mark Bandeen
------------------------------
Name: Mark Bandeen
Title: Co-President
/s/ Alyn V. Essman
------------------------------
Alyn V. Essman
/s/ Russell Isaak
------------------------------
Russell Isaak
/s/ Patrick J. Morris
------------------------------
Patrick J. Morris
11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(a)(1) -- Commitment letter from Credit Suisse First Boston for Senior Secured Credit Facility Loan
dated June 15, 1999.*
(2) -- Commitment letter from Credit Suisse First Boston for Bridge Loan Facility dated June 15,
1999.*
(b)(1) -- Opinion of Credit Suisse First Boston Corporation (Attached as Appendix C
to the Proxy Statement and incorporated herein by reference).
(2) -- Written Materials distributed to Board of Directors at May 26, 1999 meeting by
Credit Suisse First Boston Corporation.*
(c)(1) -- Agreement and Plan of Merger, dated as of June 15, 1999, among SPS International Holdings,
Inc., SPS Acquisition, Inc. and CPI Corp. (Attached as Appendix A to the Proxy Statement
and incorporated herein by reference.)
(2) -- Form of Subscription Agreement for Accredited Investors.*
(3) -- Guarantee of American Securities Capital Partners, L.P. dated June 15, 1999.*
(d)(1) -- Proxy Statement filed by CPI Corp. on August 27, 1999 and incorporated herein by reference.
(e)(1) -- Section 262 of the Delaware General Corporation Law. (Attached as Appendix B to the Proxy
Statement and incorporated herein by reference).
(f)(1) -- Not applicable.
</TABLE>
- ------------------
* Previously filed.
12
