-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AicX9F1vEBENSwpqiRVMLOE3RVSWOKj0fOHNh9E/6yfPIDMIE6mpmZSDDBRFIREX KgYWqW1LVGVpIf86R546cA== 0000921895-09-002435.txt : 20090910 0000921895-09-002435.hdr.sgml : 20090910 20090910172526 ACCESSION NUMBER: 0000921895-09-002435 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPI CORP CENTRAL INDEX KEY: 0000025354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 431256674 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33916 FILM NUMBER: 091063478 BUSINESS ADDRESS: STREET 1: 1706 WASHINGTON AVE CITY: ST LOUIS STATE: MO ZIP: 63103-1790 BUSINESS PHONE: 3142311575 MAIL ADDRESS: STREET 1: 1706 WASHINGTON AVE CITY: ST LOUIS STATE: MO ZIP: 63103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da1806297038_09082009.htm AMENDMENT NO. 18 TO THE SCHEDULE 13D sc13da1806297038_09082009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 18)1

CPI CORP.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.40 PER SHARE
(Title of Class of Securities)

125-902106
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 8, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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).
 
 
 

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Enterprise Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
172,017
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
172,017
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
172,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Starboard Value & Opportunity Fund, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
61,365
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
61,365
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
61,365
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Merger Arbitrage Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
188,292
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
188,292
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
188,292
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Multi-Strategy Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
152,941
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
152,941
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
152,941
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Value and Opportunity Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
797,988
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
797,988
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
797,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.4%
14
TYPE OF REPORTING PERSON
 
CO

 
6

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Leveraged Multi-Strategy Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

 
7

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
513,250
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
513,250
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
513,250
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3%
14
TYPE OF REPORTING PERSON
 
IA, OO

 
8

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
RCG Starboard Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
859,353
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
859,353
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
859,353
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.3%
14
TYPE OF REPORTING PERSON
 
IA, OO

 
9

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,372,603
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,372,603
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,372,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%
14
TYPE OF REPORTING PERSON
 
IA, OO

 
10

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,372,603
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,372,603
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,372,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%
14
TYPE OF REPORTING PERSON
 
OO

 
11

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,372,603
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,372,603
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,372,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,372,603
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,372,603
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,372,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,372,603
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,372,603
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,372,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,372,603
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,372,603
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,372,603
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
19.6%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 125-902106
 
The following constitutes Amendment No. 18 (“Amendment No. 18”) to the Schedule 13D filed by the undersigned.  This Amendment No. 18 amends the Schedule 13D as specifically set forth.

Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
Leveraged Multi-Strategy Master Fund no longer owns any Shares of the Issuer.  Accordingly, Leveraged Multi-Strategy Master Fund is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 18 to the Schedule 13D.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Enterprise Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Value and Opportunity Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase cost of the 1,372,603 Shares beneficially owned in the aggregate by Enterprise Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Value and Opportunity Master Fund is approximately $42,995,000, excluding brokerage commissions.

Item 5.
Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 7,002,833 Shares outstanding, as of September 1, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 3, 2009.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of the close of business on September 9, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.
 
Percentage: Approximately 11.4%
 
 
16

 
CUSIP NO. 125-902106
 
 
(b)
1.  Sole power to vote or direct vote: 797,988
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 797,988
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Value and Opportunity Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 17.
 
B.
Starboard Value & Opportunity Fund
 
 
(a)
As of the close of business on September 9, 2009, Starboard Value & Opportunity Fund beneficially owned 61,365 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 61,365
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 61,365
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard Value & Opportunity Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
 
C.
Merger Arbitrage Master Fund
 
 
(a)
As of the close of business on September 9, 2009, Merger Arbitrage Master Fund beneficially owned 188,292 Shares.
 
Percentage: Approximately 2.7%
 
 
(b)
1.  Sole power to vote or direct vote: 188,292
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 188,292
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Merger Arbitrage Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
 
D.
Leveraged Multi-Strategy Master Fund
 
 
(a)
Leveraged Multi-Strategy Master Fund no longer beneficially owns any Shares.
 
Percentage: 0%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 0
 
 
17

 
CUSIP NO. 125-902106
 
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Leveraged Multi-Strategy Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
 
E.
Multi-Strategy Master Fund
 
 
(a)
As of the close of business on September 9, 2009, Multi-Strategy Master Fund beneficially owned 152,941 Shares.
 
Percentage: Approximately 2.2%
 
 
(b)
1.  Sole power to vote or direct vote: 152,941
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 152,941
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
 
F.
Enterprise Master Fund
 
(a)  
As of the close of business on September 9, 2009, Enterprise Master Fund beneficially owned 172,017 Shares.
 
Percentage: Approximately 2.5%
 
(b)  
1. Sole power to vote or direct vote: 172,017
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 172,017
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 17 are set forth in Schedule A and are incorporated by reference.
 
G.
RCG Starboard Advisors
 
 
(a)
As the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value & Opportunity Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund and (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund.
 
Percentage: Approximately 12.3%
 
 
18

 
CUSIP NO. 125-902106
 
 
(b)
1.  Sole power to vote or direct vote: 859,353
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 859,353
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 17.  The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund are set forth in Schedule A and are incorporated by reference.
 
H.
Ramius Advisors
 
 
(a)
As the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 152,941 Shares owned by Multi-Strategy Master Fund, (ii) 188,292 Shares owned by Merger Arbitrage Master Fund and (iii) 172,017 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 7.3%
 
 
(b)
1. Sole power to vote or direct vote: 513,250
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 513,250
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 17.  The transactions in the Shares since the filing of Amendment No. 17 on behalf of Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
I.
Ramius
 
 
(a)
As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund, (iii) 152,941 Shares owned by Multi-Strategy Master Fund, (iv) 188,292 Shares owned by Merger Arbitrage Master Fund and (v) 172,017 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 19.6%
 
 
(b)
1.  Sole power to vote or direct vote: 1,372,603
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,372,603
 
4.  Shared power to dispose or direct the disposition: 0
 
 
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CUSIP NO. 125-902106
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 17.  The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
J.
C4S
 
 
(a)
As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund, (iii) 152,941 Shares owned by Multi-Strategy Master Fund, (iv) 188,292 Shares owned by Merger Arbitrage Master Fund and (v) 172,017 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 19.6%
 
 
(b)
1.  Sole power to vote or direct vote: 1,372,603
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,372,603
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 17.  The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
K.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 61,365 Shares owned by Starboard Value & Opportunity Fund, (iii) 152,941 Shares owned by Multi-Strategy Master Fund, (iv) 188,292 Shares owned by Merger Arbitrage Master Fund and (v) 172,017 Shares owned by Enterprise Master Fund.  Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.
 
Percentage: Approximately 19.6%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 1,372,603
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 1,372,603
 
 
20

 
CUSIP NO. 125-902106
 
 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 17.  The transactions in the Shares since the filing of Amendment No. 17 on behalf of Starboard Value & Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
 
(e)           Not applicable.
 
 
21

 
CUSIP NO. 125-902106
 
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.
 
Dated: September 10, 2009

STARBOARD VALUE & OPPORTUNITY FUND, LLC
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:
RGC Starboard Advisors, LLC,
 
By:
RGC Starboard Advisors, LLC,
 
its managing member
   
its investment manager
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
By:
C4S & Co., L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its managing member
   
its managing member

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
RCG STARBOARD ADVISORS, LLC
By:
Ramius Advisors, L.L.C.,
 
By:
Ramius LLC,
 
its investment advisor
   
its sole member
By:
Ramius LLC,
 
By:
C4S & Co., L.L.C.,
 
its sole member
   
its managing member
By:
C4S & Co., L.L.C.,
     
 
its managing member
   
         
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
 
RAMIUS LLC
By:
Ramius Advisors, L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its investment advisor
   
as managing member
By:
Ramius LLC,
     
 
its sole member
     
By:
C4S & Co., L.L.C.,
     
 
its managing member
     

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, L.L.C.,
 
By:
Ramius Advisors, L.L.C.,
 
its investment advisor
   
its investment advisor
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
By:
C4S & Co., L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its managing member
   
its managing member
 
 
22

 
CUSIP NO. 125-902106
 
RAMIUS ADVISORS, L.L.C.
 
C4S & CO., L.L.C.
By:
Ramius LLC,
   
 
its sole member
   
By:
C4S & Co., L.L.C.,
   
 
its managing member
   

 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory


 
/s/ Jeffrey M. Solomon
Jeffrey M. Solomon, individually and as
attorney-in-fact for Peter A. Cohen,
Morgan B. Stark and Thomas W. Strauss
 
The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as exhibits to the Schedule 13D.
 
 
23

 
CUSIP NO. 125-902106
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 17 to the Schedule 13D

Shares of Common Stock
Sold
Price Per
Share($)
Date of
Sale

STARBOARD VALUE & OPPORTUNITY FUND, LLC
 
14,253
15.8279
09/01/09
14,876
12.8375
09/02/09
12,039
12.6072
09/03/09
3,072
12.3604
09/04/09
7,399
12.9870
09/08/09
2,006
13.4669
09/09/09

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
3,114
15.8279
09/01/09
3,250
12.8375
09/02/09
1,647
12.6072
09/03/09

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
2,523
15.8279
09/01/09
2,633
12.8375
09/02/09
2,131
12.6072
09/03/09
544
12.3604
09/04/09
1,310
12.9870
09/08/09
356
13.4669
09/09/09

RAMIUS ENTERPRISE MASTER FUND LTD
 
2,841
15.8279
09/01/09
2,966
12.8375
09/02/09
2,400
12.6072
09/03/09
613
12.3604
09/04/09
1,475
12.9870
09/08/09
400
13.4669
09/09/09


RAMIUS MERGER ARBITRAGE MASTER FUND LTD
 
983
12.6072
09/03/09
671
12.3604
09/04/09
1,616
12.9870
09/08/09
438
13.4669
09/09/09
 
 
24
 
 
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