SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2)
CPI Corp
(Name of Issuer)
Common stock
(Title of Class of Securities)
125902106
(CUSIP Number)
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1. NAME OF REPORTING PERSON
S.S or l.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Van Den Berg Management TAX # 953017097
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
A
B x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
39,129
6 SHARED VOTING POWER
616,175
7 SOLE DISPOSITIVE POWER
39,129
8 SHARED DISPOSITIVE POWER
616,175
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,304
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.17%
12 TYPE OF REPORTING PERSON*
IA
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Item 1.
(a) Name of Issuer
CPI Corp.
(b) Address of Issuer's Principal Executive Offices
1706 Washington Avenue
St. Louis, MO 63103
Item 2.
(a) Name of Person Filing
VAN DEN BERG MANAGEMENT IRS# 953017097
(b) Address of Principal Business Office or, if none, Residence
1301 Capitol of Texas Hwy
SUITE B228
Austin, Texas 78746
(c) Citizenship
USA
(d) Title of Class of Securities
Common stock
(e) CUSIP Number
125902106
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b), check
whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the act
(d) Investment Company registered under section 8 of the Investment Company
Act
(e) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund; see
240.13d-l(b)(l)(ii)(F)
(g) Parent Holding Company, in accordance with 240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with 240.13d-l(b)(l)(ii)(H)
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Item 4. Ownership
(a) Amount Beneficially Owned
655,304
(b) Percent of Class
8.17%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 39,129 (ii) shared power to vote or
to direct the vote 616,175 (iii) sole power to dispose or to direct the
disposition of 39,129 (iv) shared power to dispose or to direct the disposition
of 616,175
Item 5. Ownership of Five Percent or Less of a Class.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
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 June 14, 2000
Signature /s/Jim Brilliant
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Name/Title Jim Brilliant
Securities Analyst
