UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13-G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
CPI Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
125-902106
(CUSIP Number)
January 8, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
This report on Schedule 13-G contains 6 pages, of which this is
Page 1.
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1. Names of Reporting Persons: Alyn V. Essman
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization: U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 681,913 at December 31, 1998
6. Shared Voting Power: 0
7. Sole Dispositive Power: 681,913 at December 31, 1998
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
681,913 at December 31, 1998
10. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
11. Percent of Class Represented by Amount in Row (11): 6.7% at
December 31, 1998
12. Type of Reporting Person (See Instructions): IN
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Item 1.
(a) The name of the issuer is CPI Corp. ("Issuer")
(b) The principal executive office is located at 1706
Washington Ave., St. Louis, Missouri 63103.
Item 2.
(a) The name of the person filing this statement is Alyn
V. Essman.
(b) The principal business office of Alyn V. Essman is
1706 Washington Ave., St. Louis, Missouri 63103.
(c) This statement relates to the Common Stock of Issuer.
(d) The CUSIP Number of the Common Stock is 125-902106.
Item 3. If this statement is filed pursuant to Sub-section
240.13d-1(b), or 240.13d-2(b) or (c), check whether the
person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d) [ ] An investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(F);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J);
Item 4. Ownership
(a) Amount beneficially owned: 681,913 at December 31,
1998. (Excludes 40,000 shares of Common Stock
beneficially owned by Mr. Essman's wife with respect
to which Mr. Essman expressly disclaims beneficial
ownership. Includes currently exercisable options to
acquire 366,798 shares of Common Stock. In January and
September 1999, Mr. Essman made two gifts totaling
111,100 shares to the Essman Family Charitable
Foundation, and he disclaims beneficial ownership of
such shares. In September 1999, Mr. Essman also
gave another 38,900 shares of Common Stock to
other charitable organizations.)
(b) Percentage of class: 6.7% at December 31, 1998.
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 681,913
at December 31, 1998.
(ii) Shared power to vote or direct the vote: 0.
(iii) Sole power to dispose or direct the disposition
of: 681,913 at December 31, 1998.
(iv) Shared power to dispose or direct the
disposition of: 0.
INSTRUCTION: For computations regarding securities which
represent a right to acquire an underlying
security see Sub-section 240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
INSTRUCTION: Dissolution of a group requires a response to this
item.
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Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not Applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: September 23, 1999
Signature: /s/ Alyn V. Essman
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Name/Title: Alyn V. Essman
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