<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
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.
AMERICAN SECURITIES PARTNERS II, L.P.
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)
125902106
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
<TABLE>
<S> <C>
CPI CORP.
ALYN V. ESSMAN SPS INTERNATIONAL HOLDINGS, INC.
RUSSELL ISAAK SPS ACQUISITION, INC.
PATRICK J. MORRIS AMERICAN SECURITIES PARTNERS II, L.P.
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>
$386,726,644 $77,345.33
</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: $77,345.33 Filing party: CPI Corp.
Form or registration no.: Schedule 14-A, no. 1-10204 Date filed:July 12, 1999; August 27, 1999 and
September 23, 1999
</TABLE>
(1) Based upon Exchange Act Rule 0-11(b). Includes $37.00 per share for
9,920,007 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. 2 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 September 23, 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
- ------------------------ --------------------
<S> <C>
</TABLE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
<TABLE>
<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;
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, SPS Acquisition and American Securities
Partners II'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.*
(3) Letter agreement amending the commitment letter for Senior Secured Credit Facility dated September
8, 1999.
(4) Letter agreement assigning a portion of the Senior Secured Credit Facility to Morgan Stanley &
Co., dated September 9, 1999.
(5) Letter agreement assigning a portion of the Bridge Loan Facility to Morgan Stanley Senior Funding,
Inc. dated September 9, 1999.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(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 (including voting agreements).*
(3) Guarantee of American Securities Capital Partners, L.P. dated June 15, 1999.*
(4) Form of Subscription Agreement for Accredited Investors.*
(d)(1) A copy of the Proxy Statement (filed by CPI Corp. on September 23, 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, American Securities
Partners II, L.P., a Delaware limited partnership, Alyn V. Essman, Russell Isaak and Patrick J.
Morris. The address of each of SPS International Holdings, Inc., SPS Acquisition, Inc. and
American Securities Partners II, L.P. and their respective 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., American
Securities Partners II, L.P., any executive officer, director, general partner or person
controlling the Corporation, SPS International Holdings, Inc., SPS Acquisition, Inc. or American
Securities Partners II, L.P. 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, SPS Acquisition and American Securities Partners II'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.
(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.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
(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>
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>
9
<PAGE>
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.*
(3) Letter agreement amending the commitment letter for Senior Secured Credit Facility dated
September 8, 1999.
(4) Letter agreement assigning a portion of the Senior Secured Credit Facility to Morgan Stanley &
Co. dated September 9, 1999.
(5) Letter agreement assigning a portion of the Bridge Loan Facility to Morgan Stanley Senior
Funding, Inc. dated September 9, 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 (including voting agreements).*
(3) Guarantee of American Securities Capital Partners, L.P dated June 15, 1999.*
(4) Form of Subscription Agreement for Accredited Investors.*
(d)(1) Proxy Statement (filed by CPI Corp. on September 23, 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: September 23, 1999
CPI CORP.
By: /s/ Alyn V. Essman________________
Name: Alyn V. Essman________________
Title: Chief Executive Officer______
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_________________
AMERICAN SECURITIES PARTNERS II, L.P.
By: AMERICAN SECURITIES ASSOCIATES
II, L.L.C.,
its general partner
By: /s/ Michael G. Fisch__________
Name: Michael G. Fisch____________
Title: Managing Member____________
/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>
(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.*
(3) -- Letter agreement amending the commitment letter for Senior Secured Credit Facility dated
September 8, 1999.
(4) -- Letter agreement assigning a portion of the Senior Secured Credit Facility to Morgan
Stanley & Co. dated September 9, 1999.
(5) -- Letter agreement assigning a portion of the Bridge Loan Facility to Morgan Stanley Senior
Funding, Inc. dated September 9, 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 (including voting agreements).*
(3) -- Guarantee of American Securities Capital Partners, L.P. dated June 15, 1999.*
(4) -- Form of Subscription Agreement for Accredited Investors.*
(d)(1) -- Proxy Statement filed by CPI Corp. on September 23, 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
<PAGE>
CREDIT SUISSE FIRST BOSTON
Eleven Madison Avenue
New York, New York 10010
American Securities Capital Partners, L.P.
122 East 42nd Street
Suite 2400
New York, NY 10169
September 8, 1999
Ladies and Gentlemen:
Reference is hereby made to the Bridge Term Loan Facility
Commitment Letter between Credit Suisse First Boston and American Securities
Capital Partners, L.P. dated June 15, 1999 (the "Commitment Letter").
Capitalized terms used herein without definition shall have the meanings set
forth in the Commitment Letter.
You hereby agree with us that the Summary of Principal Terms and
Conditions set forth in Exhibit A of the Commitment Letter shall be amended by
deleting the penultimate sentence of the second paragraph of the Section
entitled "Affirmative Covenants" and replacing it with the following sentence:
"The indenture for the Securities will be in form and substance
reasonably satisfactory to CSFBC and the Borrower; provided, that
if the Borrower has received at least a B- rating from S&P and at
least a B3 rating from Moody's, the Borrower will not be
obligated to issue any such Securities having an interest rate in
excess of the greater of (x) the rate at which the Bridge Loans
are accruing interest immediately prior to the contemplated
issuance of the Securities plus the amount of the next scheduled
increase of such interest rate on the Bridge Loans plus 150 basis
points and (y) the CSFBC Single-B High Yield Index Rate plus 300
basis points; provided, further, that regardless of the ratings
received by the Borrower, in no event will the Borrower be
obligated to issue any Securities having an interest rate in
excess of 18 1/2% per annum.".
<PAGE>
-2-
If the foregoing correctly sets forth our understanding, please
indicate your acceptance of the terms hereof by signing in the appropriate space
below and returning to us the enclosed duplicate originals hereof, whereupon
this letter shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
By: /s/ Richard A. Lepage
-------------------------------------
Name: Richard A. Lepage
Title: Director
By: /s/ Christopher G. Cunningham
-------------------------------------
Name: Christopher G. Cunningham
Title: Director
Accepted and agreed to
as of the date first
written above by:
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By: AMERICAN SECURITIES CAPITAL PARTNERS G. P.
CORP., its General Partner
By: /s/ Mark E. Bandeen
---------------------------------------
Name: Mark E. Bandeen
Title: Managing Director
By: /s/ Michael G. Fisch
---------------------------------------
Name: Michael G. Fisch
Title: Managing Director
<PAGE>
CREDIT SUISSE FIRST BOSTON
11 MADISON AVENUE
NEW YORK, NEW YORK 10010
September 9, 1999
American Securities Capital Partners, L.P.
122 East 42nd Street
Suite 2400
New York, NY 10169
Morgan Stanley Senior Funding, Inc.
1585 Broadway
New York, NY 10036
Re: American Securities Capital Partners, L.P.
Senior Secured Credit Facility Commitment Letter
Gentlemen:
Pursuant to a Senior Secured Credit Facility Commitment Letter
dated June 15, 1999 (the "Commitment Letter") by and between American Securities
Capital Partners, L.P. ("ASCP") and Credit Suisse First Boston ("CSFB"), CSFB
has agreed to make available, on the terms and conditions described therein, a
$185.0 million senior secured credit facility (the "Credit
Facility")(capitalized terms used herein without definition have the meanings
given such terms in the Commitment Letter). CSFB hereby assigns to Morgan
Stanley Senior Funding, Inc. and its affiliates reasonably acceptable to ASCP
("MSSF") the Commitment Amount (as defined below) and MSSF commits to provide
the Commitment Amount on the terms and conditions applicable to CSFB as set
forth in the Commitment Letter. The parties hereto agree that MSSF shall be
afforded, to the same scope and extent, all benefits and rights afforded CSFB
and owed all the duties and obligations of ASCP to CSFB under the Commitment
Letter, as if MSSF was a named lender thereunder, including but not limited to,
the conditions precedent set forth on Annex II thereto and the indemnification
rights set forth therein and that the definitive documentation (including all
terms and conditions) will not be inconsistent with the Commitment Letter
(including the Term Sheet attached thereto and the Fee Letter) and will be
reasonably satisfactory to MSSF. Upon acceptance of this letter, MSSF and CSFB
agree that ASCP shall be afforded by MSSF, to the same scope and extent, all
rights and benefits afforded ASCP by CSFB and owed by MSSF all the duties and
obligations of CSFB under the Commitment Letter, as if MSSF were a named party
therein. Further, MSSF shall be entitled to its pro rata share of all fees
payable to CSFB pursuant to the Fee
<PAGE>
-2-
Letter referred to therein except for the Administration Fee (as defined in
the Fee Letter)(provided, the Underwriting and Arrangement Fee (as defined in
the Fee Letter) shall be deemed to be 1.75% for purposes of calculating MSSF's
pro rata share thereof), based upon its Commitment Amount and the commitment of
CSFB in each case on the same terms and conditions as CSFB is entitled to any
such fee, giving effect to this assignment. MSSF shall be entitled to
reimbursement of all reasonable out-of-pocket expenses to the same extent as
CSFB. For purposes of this assignment, "Commitment Amount" shall mean the amount
of each of the Revolving Credit Facility, the Term Loan A and the Term Loan B
committed to by CSFB under the Commitment Letter, in each case multiplied by
20.0% (after deducting all reasonable customary expenses). In addition,
notwithstanding anything contained in the Commitment Letter, MSSF shall be the
"Syndication Agent" under the Credit Facility.
Upon ASCP's acceptance of this assignment, CSFB shall be relieved
of its obligations under the Commitment Letter to the extent of the Commitment
Amount of MSSF.
Upon assumption by CPI Corp. of ASCP's obligations hereunder,
ASCP shall be automatically released from all its obligations and liabilities
hereunder.
This assignment shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to the principles
governing conflicts of laws.
All references in the Commitment Letter to CSFB shall be deemed
to be references to CSFB and MSFF, acting severally and not jointly, unless the
context otherwise requires.
<PAGE>
S-1
If you are in agreement with the foregoing, please sign and
return to CSFB at 11 Madison Avenue, New York, New York 10010, the enclosed copy
of this letter no later than 5:00 P.M., New York time, on September 9, 1999
whereupon the undertaking of the parties shall become effective to the extent
and in the manner provided hereby.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
By: /s/ JEFFREY B. ULMER
-------------------------------
Name: Jeffrey B. Ulmer
Title: Vice President
By: /s/ DOUGLAS E. MAHER
-------------------------------
Name: Douglas E. Maher
Title: Vice President
AGREED TO AND ACCEPTED as of
the date first written above:
MORGAN STANLEY SENIOR FUNDING, INC.
By: /s/ HENRY P. D'ALESSANDRO
-----------------------------
Name: Henry P. D'Alessandro
Title: Vice President
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By: AMERICAN SECURITIES CAPITAL PARTNERS
G.P. CORP., its General Partner
By: /s/ MARK E. BANDEEN
-----------------------------
Name: Mark E. Bandeen
Title: Managing Director
By: /s/ MICHAEL G. FISCH
-----------------------------
Name: Michael G. Fisch
Title: Managing Director
<PAGE>
CREDIT SUISSE FIRST BOSTON
11 MADISON AVENUE
NEW YORK, NEW YORK 10010
September 9, 1999
American Securities Capital Partners, L.P.
122 East 42nd Street
Suite 2400
New York, NY 10169
Morgan Stanley & Co.
1585 Broadway
New York, NY 10036
Re: American Securities Capital Partners, L.P.
Bridge Term Loan Facility Commitment Letter
Ladies and Gentlemen:
Pursuant to a Bridge Term Loan Facility Commitment Letter dated
June 15, 1999, as amended (the "Bridge Letter") by and between American
Securities Capital Partners, L.P. ("ASCP") and Credit Suisse First Boston
("CSFB"), CSFB has agreed to make available, on the terms and conditions
described therein, a $150.0 million bridge loan facility (the "Bridge Loan
Facility") (capitalized terms used herein without definition have the meanings
given such terms in the Bridge Letter). CSFB hereby assigns to Morgan Stanley &
Co. or one of its affiliates reasonably acceptable to ASCP ("MSC") the Bridge
Loan Commitment Amount (as defined below) and MSC commits to provide the Bridge
Loan Commitment Amount on the terms and conditions applicable to CSFB as set
forth in the Bridge Letter. The parties hereto agree that MSC shall be afforded,
to the same scope and extent, all benefits and rights afforded CSFB and owed all
the duties and obligations of ASCP to CSFB under the Bridge Letter, as if MSC
was a named lender thereunder, including but not limited to, the conditions
precedent set forth on Annex II thereto and the indemnification rights set forth
therein and that the definitive documentation (including all terms and
conditions) will not be inconsistent with the Bridge Letter (including the Term
Sheet attached thereto, the Fee Letter and the Warrant Letter) and will be
reasonably satisfactory to MSC. Upon acceptance of this letter, MSC and CSFB
agree that ASCP shall be afforded by MSC, to the same scope and extent, all
rights and benefits afforded ASCP by CSFB and owed by MSC all the duties and
obligations of CSFB under the Bridge Letter, as if MSC were a named party
therein. Further, MSC shall be entitled to its pro rata share of all fees
payable to CSFB pursuant to the Fee Letter referred to therein based upon its
Bridge Loan Commitment Amount and the commitment of CSFB upon the same terms and
conditions as CSFB is entitled to such fee, giving effect to this assignment.
MSC shall be entitled to reimbursement of all reasonable out-of-pocket expenses
to the same extent as CSFB. For purposes of this assignment, "Bridge Loan
Commitment Amount" shall
<PAGE>
mean the amount of the Bridge Loan Facility committed to by CSFB under the
Bridge Letter multiplied by 20.0% (after deducting all reasonable customary
expenses).
Upon ASCP's acceptance of this assignment, CSFB shall be relieved
of its obligations under the Bridge Letter to the extent of the Bridge Loan
Commitment Amount of MSC.
Upon assumption by CPI Corp. of ASCP's obligations hereunder,
ASCP shall be automatically released from all its obligations and liabilities
hereunder.
This assignment shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to the principles
governing conflicts of laws.
All references in the Bridge Letter to CSFB shall be deemed to be
references to CSFB and MSC, acting severally and not jointly, unless the context
otherwise requires.
<PAGE>
S-1
If you are in agreement with the foregoing, please sign and
return to CSFB at 11 Madison Avenue, New York, New York 10010, the enclosed copy
of this letter no later than 5:00 P.M., New York time, on September 9, 1999
whereupon the undertaking of the parties shall become effective to the extent
and in the manner provided hereby.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
By: /s/ JEFFREY B. ULMER
------------------------------
Name: Jeffrey B. Ulmer
Title: Vice President
By: /s/ DOUGLAS E. MAHER
------------------------------
Name: Douglas E. Maher
Title: Vice President
AGREED TO AND ACCEPTED as of the date first written above:
MORGAN STANLEY & CO.,
or one of its affiliates
By: /s/ HENRY P. D'ALESSANDRO
------------------------------
Name: Henry P. D'Alessandro
Title: Vice President
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By: AMERICAN SECURITIES CAPITAL PARTNERS G.P.
CORP., its General Partner
By: /s/ MARK E. BANDEEN
------------------------------
Name: Mark E. Bandeen
Title: Managing Director
By: /s/ MICHAEL G. FISCH
------------------------------
Name: Michael G. Fisch
Title: Managing Director
