SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------
Date of report (Date of earliest event reported) October 21,1999
CPI CORP.
- ----------------------------------------------------------------
(Exact Name of the Registrant as Specified in Charter)
Delaware 001-10204 43-1256674
- ----------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103-1790
- ----------------------------------------------------------------
(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.
(A) On October 21, 1999, CPI Corp. issued the following press
release:
CPI CORP. CANCELS SPECIAL MEETING OF STOCKHOLDERS
St. Louis, MO., October 21, 1999 - CPI Corp. (NYSE-CPY)
("CPI") today announced that it had cancelled a special meeting of
its stockholders which was scheduled for 10 a.m. on Tuesday,
October 26, 1999. The meeting had originally been called to allow
the stockholders to act on an Agreement and Plan of Merger, dated
June 15, 1999 (the "Merger Agreement") by and among CPI and SPS
International Holdings, Inc. and SPS Acquisition, Inc., entities
affiliated with American Securities Capital Partners, L.P., which
proposed to acquire the stock of CPI. The company previously
announced that SPS International Holdings had delivered a notice
purporting to terminate the Merger Agreement. CPI subsequently
declared SPS International Holdings and SPS Acquisition in willful
breach of the Merger Agreement and issued its notice of
termination.
CPI is seeking damages for the willful breach of the Merger
Agreement and is claiming 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.
<PAGE>
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
--------------------
Barry Arthur
Chief Financial Officer
Date: October 22, 1999
<PAGE>
