-----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, LuEsrpajdXFM9ymNtSo81RDUXG9Jdbo0LYxIXV4Qq6NO9vPeQowbTY9qRZqkzx/X H+LylKa62BPWOsS3ESQubg== 0000921895-09-001290.txt : 20090505 0000921895-09-001290.hdr.sgml : 20090505 20090505172044 ACCESSION NUMBER: 0000921895-09-001290 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090505 DATE AS OF CHANGE: 20090505 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: 09798585 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 sc13da1406297038_05012009.htm AMENDMENT NO. 14 TO THE SCHEDULE 13D sc13da1406297038_05012009.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. 14)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)

May 1, 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
 
205,638
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
205,638
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,638
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
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
 
230,022
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
230,022
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
230,022
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
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
 
192,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
192,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
192,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.8%
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
 
182,797
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
182,797
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
182,797
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
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)
 
11.5%
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
 
33,143
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
33,143
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
33,143
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
 
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
 
613,578
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
613,578
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
613,578
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.8%
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
 
1,028,010
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,028,010
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,028,010
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.8%
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
 
1,641,588
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,641,588
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,641,588
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.6%
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
 
1,641,588
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,641,588
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,641,588
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.6%
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
 
1,641,588
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,641,588
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,641,588
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.6%
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
 
1,641,588
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,641,588
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,641,588
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.6%
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
 
1,641,588
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,641,588
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,641,588
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.6%
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
 
1,641,588
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,641,588
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,641,588
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.6%
14
TYPE OF REPORTING PERSON
 
IN

15
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Peter A. Feld
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
 
6,588
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,336
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,5881
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
 
IN

1 See Item 5.


16
CUSIP NO. 125-902106
 
INTRODUCTION
 
The following constitutes Amendment No. 14 (“Amendment No. 14”) to the Schedule 13D filed by the undersigned.  This Amendment No. 14 amends the Schedule 13D as specifically set forth.
 
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, Value and Opportunity Master Fund and Leveraged Multi-Strategy 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 1,641,588 Shares beneficially owned in the aggregate by Enterprise Master Fund, Starboard Value & Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund is approximately $48,132,000, excluding brokerage commissions.

Mr. Feld directly owns 6,588 Shares awarded by the Issuer.

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 6,953,015 Shares outstanding, as of April 17, 2009, which is the total number of Shares outstanding as reported in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 23, 2009.
 
A.           Value and Opportunity Master Fund

 
(a)
As of the close of business on May 4, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.
 
Percentage: Approximately 11.5%
 
 
(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. 13.
 
20
CUSIP NO. 125-902106
 
B.
Starboard Value & Opportunity Fund
 
 
(a)
As of the close of business on May 4, 2009, Starboard Value & Opportunity Fund beneficially owned 230,022 Shares.
 
Percentage: Approximately 3.3%
 
 
(b)
1.  Sole power to vote or direct vote: 230,022
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 230,022
 
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. 13 are set forth in Schedule A and are incorporated by reference.
 
C.
Merger Arbitrage Master Fund
 
 
(a)
As of the close of business on May 4, 2009, Merger Arbitrage Master Fund beneficially owned 192,000 Shares.
 
Percentage: Approximately 2.8%
 
 
(b)
1.  Sole power to vote or direct vote: 192,000
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 192,000
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Merger Arbitrage Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 13.
 
D.
Leveraged Multi-Strategy Master Fund
 
 
(a)
As of the close of business on May 4, 2009, Leveraged Multi-Strategy Master Fund beneficially owned 33,143 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 33,143
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 33,143
 
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. 13 are set forth in Schedule A and are incorporated by reference.
 
 
21
CUSIP NO. 125-902106
 
E.
Multi-Strategy Master Fund
 
 
(a)
As of the close of business on May 4, 2009, Multi-Strategy Master Fund beneficially owned 182,797 Shares.
 
Percentage: Approximately 2.6%
 
 
(b)
1.  Sole power to vote or direct vote: 182,797
 
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 182,797
 
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. 13 are set forth in Schedule A and are incorporated by reference.
 
F.
Enterprise Master Fund
 
 
(a)
As of the close of business on May 4, 2009, Enterprise Master Fund beneficially owned 205,638 Shares.
 
Percentage: Approximately 3.0%
 
 
(b)
1.  Sole power to vote or direct vote: 205,638
 
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 205,638
 
4. S hared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 13 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) 230,022 Shares owned by Starboard Value & Opportunity Fund.
 
Percentage: Approximately 14.8%
 
 
(b)
1.  Sole power to vote or direct vote: 1,028,010
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,028,010
 
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. 13.  The transactions in the Shares since the filing of Amendment No. 13 on behalf of Starboard Value & Opportunity Fund are set forth in Schedule A and are incorporated by reference.
 
 
22
CUSIP NO. 125-902106
 
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) 182,797 Shares owned by Multi-Strategy Master Fund, (ii) 192,000 Shares owned by Merger Arbitrage Master Fund, (iii) 33,143 Shares owned by Leveraged Multi-Strategy Master Fund, and (iv) 205,638 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 8.8%
 
 
(b)
1. Sole power to vote or direct vote: 613,578
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 613,578
 
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. 13.  The transactions in the Shares since the filing of Amendment No. 13 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) 230,022 Shares owned by Starboard Value & Opportunity Fund , (iii) 182,797 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 33,143 Shares owned by Leveraged Multi-Strategy Master Fund and (vi) 205,638 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 23.6%
 
 
(b)
1.  Sole power to vote or direct vote: 1,641,588
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,641,588
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 13.  The transactions in the Shares since the filing of Amendment No. 13 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.
 
 
23
CUSIP NO. 125-902106
 
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) 230,022 Shares owned by Starboard Value & Opportunity Fund , (iii) 182,797 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 33,143 Shares owned by Leveraged Multi-Strategy Master Fund and (vi) 205,638 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 23.6%
 
 
(b)
1.  Sole power to vote or direct vote: 1,641,588
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,641,588
 
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. 13.  The transactions in the Shares since the filing of Amendment No. 13 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) 230,022 Shares owned by Starboard Value & Opportunity Fund, (iii) 182,797 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 33,143 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 205,638 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, Leveraged Multi-Strategy 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 23.6%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 1,641,588
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 1,641,588
 
 
(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. 13.  The transactions in the Shares since the filing of Amendment No. 13 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.
 
 
24
CUSIP NO. 125-902106
 
L.
Mr. Feld
 
 
(a)
As of the close of business on May 4, 2009, Mr. Feld beneficially owned 6,588 Shares. Mr. Feld, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 230,022 Shares owned by Starboard Value & Opportunity Fund, (iii) 182,797 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 33,143 Shares owned by Leveraged Multi-Strategy Master Fund and (vi) 205,638 Shares owned by Enterprise Master Fund.  Mr. Feld disclaims beneficial ownership of such Shares
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 6,588
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,336
 
4.  Shared power to dispose or direct the disposition: 0
 
 
 
(c)
Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 13.  The transactions in the Shares since the filing of Amendment No. 13 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.
 
M.
Messrs. Izganics, Serino and White
 
(a)  
As of the close of business on May 4, 2009, none of Messrs. Izganics, Serino or White directly owned any Shares.  Each of Messrs. Izganics, Serino and White, as members of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 230,022 Shares owned by Starboard Value & Opportunity Fund, (iii) 182,797 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 33,143 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 205,638 Shares owned by Enterprise Master Fund.  Each of Messrs. Izganics, Serino and White disclaims beneficial ownership of such Shares.
 
Percentage: 0%.
 
(b)  
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
None of Messrs. Izganics, Serino or White entered into any transactions in the Shares since the filing of Amendment No. 13.  The transactions in the Shares since the filing of Amendment No. 13 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.
 
25
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: May 5, 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
 
 
26
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, Thomas W. Strauss,
Joseph C. Izganics, John Serino and Paul G. White


 
/s/ Peter A. Feld
Peter A. Feld, individually
 

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.
 
27
CUSIP NO. 125-902106
 
SCHEDULE A

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

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

STARBOARD VALUE & OPPORTUNITY FUND, LLC
 
(34,736)
  
10.1479
04/28/2009
(1,066)
  
10.1271
04/29/2009
(1,254)
  
10.2222
04/30/2009
(8,527)
  
10.8336
05/01/2009
(2,320)
  
11.1332
05/04/2009

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
(7,590)
  
10.1479
04/28/2009
(233)
  
10.1271
04/29/2009
(274)
  
10.2222
04/30/2009
(1,863)
  
10.8336
05/01/2009
(507)
  
11.1332
05/04/2009

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
(6,149)
  
10.1479
04/28/2009
(189)
  
10.1271
04/29/2009
(222)
  
10.2222
04/30/2009
(1,510)
  
10.8336
05/01/2009
(411)
  
11.1332
05/04/2009

RAMIUS ENTERPRISE MASTER FUND LTD
 
(6,925)
  
10.1479
04/28/2009
(212)
  
10.1271
04/29/2009
(250)
  
10.2222
04/30/2009
(1,700)
  
10.8336
05/01/2009
(462)
  
11.1332
05/04/2009

 
28
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