-----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, WfZKP77WOEvsBtm5pnO/p7jkuyCnCo3Fa3ymwaDQsIAXEjM84vnA3hVkmE29DqK4 obc4bH4DkSHosH9fM3bzkA== 0000950134-05-022895.txt : 20051209 0000950134-05-022895.hdr.sgml : 20051209 20051209161154 ACCESSION NUMBER: 0000950134-05-022895 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051209 DATE AS OF CHANGE: 20051209 GROUP MEMBERS: DEBRA FINE GROUP MEMBERS: FINE CAPITAL ADVISORS LLC 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: 0206 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33916 FILM NUMBER: 051255725 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: Fine Capital Partners, L.P. CENTRAL INDEX KEY: 0001339161 IRS NUMBER: 201192223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-492-8225 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 d31127sc13d.htm SCHEDULE 13D sc13d
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

CPI CORP.
(Name of Issuer)

Common Stock, $0.40 par value
(Title of Class of Securities)

125902106
(CUSIP Number)

Brian Jozwiak
Fine Capital Partners, L.P.
152 West 57th Street, 37th Floor
New York, New York 10019
Tel. No.: (212) 492-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- with copies to - -

Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

December 1, 2005
(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. o

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.

* 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 8

 

             
CUSIP No. 125902106
  1. Name of Reporting Person:
Fine Capital Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
20-1192223
  2. Check the Appropriate Box if a Member of a Group (See Instructions):*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):*
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
410,400
8. Shared Voting Power:
0
9. Sole Dispositive Power:
410,400
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
410,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):*
o
  13.Percent of Class Represented by Amount in Row (11):
5.2%
  14.Type of Reporting Person (See Instructions):*
PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 2 of 8

 

             
CUSIP No. 125902106
  1. Name of Reporting Person:
Fine Capital Advisors, LLC		 I.R.S. Identification Nos. of above persons (entities only):
20-1179514
  2. Check the Appropriate Box if a Member of a Group (See Instructions):*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):*
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
410,400
8. Shared Voting Power:
0
9. Sole Dispositive Power:
410,400
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
410,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):*
o
  13.Percent of Class Represented by Amount in Row (11):
5.2%
  14.Type of Reporting Person (See Instructions):*
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 3 of 8

 

             
CUSIP No. 125902106
  1. Name of Reporting Person:
Debra Fine		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):*
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
USA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
410,400
8. Shared Voting Power:
0
9. Sole Dispositive Power:
410,400
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
410,400
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):*
o
  13.Percent of Class Represented by Amount in Row (11):
5.2%
  14.Type of Reporting Person (See Instructions):*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

Page 4 of 8

 

SCHEDULE 13D
Item 1.   Security and Issuer
     This Schedule 13D relates to shares of common stock, $0.40 par value (“Common Stock”), of CPI Corp., a Delaware corporation (the “Issuer”), directly owned by private investment funds managed by Fine Capital Partners, L.P., a Delaware limited partnership (“FCP”). The Issuer’s principal executive offices are located at 1706 Washington Ave., St. Louis, Missouri 63103.
Item 2. Identity and Background
     (a) This statement is filed by (i) FCP, as the investment manager to certain private investment funds, with respect to shares owned by such private investment funds, (ii) Fine Capital Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of FCP, and (iii) Ms. Debra Fine, a principal of FCP and FCA, with respect to the shares owned by such private investment funds (the persons mentioned in (i), (ii) and (iii) are referred to as the “Reporting Persons”). Ms. Fine is the sole Manager of FCA and the President of FCP. Brian Jozwiak is the Chief Financial Officer and Chief Operating Officer of the Reporting Persons.
     (b) The business address of each of Reporting Persons and each of the other executive officers of FCP is 152 West 57th Street, 37th Floor, New York, New York 10019.
     (c) FCP provides investment management services to private individuals and institutions. FCA serves as the general partner of FCP. The principal occupation of Ms. Fine is investment management. The principal occupation of Mr. Jozwiak is Chief Operating Officer and Chief Financial Officer of FCP and its affiliates.
     (d) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, 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 future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
     (f) FCA is a Delaware limited liability company. FCP is a Delaware limited partnership. Ms. Fine and Mr. Jozwiak are United States citizens.

Page 5 of 8

 

Item 3.   Source and Amount of Funds or Other Consideration
     The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the private investment funds is approximately $6,457,690.67. Ms. Fine, FCP and FCA do not directly own any shares of Common Stock.
Item 4.   Purpose of the Transaction
     The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchase of the shares of the Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for acquiring control of the Issuer. Depending on price, availability, market conditions and other factors that may affect their judgment, the Reporting Persons may acquire additional shares or dispose of any or all of their shares. The Reporting Persons do not currently intend to acquire the Issuer or to control the management and policies of the Issuer.
Item 5.   Interest in Securities of the Issuer
     (a) As of December 9, 2005, Ms. Fine beneficially owns 410,400 shares of Common Stock, which represents 5.2% of the Issuer’s outstanding shares of Common Stock. FCP, FCA and Ms. Fine direct the voting and disposition of 410,400 shares of Common Stock representing 5.2% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the number of shares of Common Stock beneficially owned by each Reporting Person as of December 9, 2005 as set forth in this Schedule 13D, by (ii) the 7,874,643 shares of Common Stock outstanding as of August 25, 2005, based upon the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission on September 1, 2005.
     (b) Ms. Fine and FCP have the power to vote and dispose of all of the shares of Common Stock held by the private investment funds.
     (c) The transactions in the Issuer’s securities by the Reporting Persons in the last sixty days are listed as Exhibit 1 attached hereto and made a part hereof.
     (d) Not Applicable.
     (e) Not Applicable.
Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     Not Applicable.

Page 6 of 8

 

Item 7.   Material to be Filed as Exhibits
     
Exhibit 1
  Transactions in the Issuer’s securities by the Reporting Persons in the last sixty days.
 
    
Exhibit 2
  Joint Filing Agreement dated December 9, 2005, among the Reporting Persons.

Page 7 of 8

 

Signature
     After reasonable 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.
Dated: December 9, 2005
         
  FINE CAPITAL PARTNERS, L.P.
 
  By:   Fine Capital Advisors, LLC,   
    its general partner   
 
         
     
  By:   /s/ Debra Fine    
  Name:   Debra Fine   
  Title:   Manager   
 
         
  FINE CAPITAL ADVISORS, LLC
 		  
  By:   /s/ Debra Fine    
  Name:   Debra Fine   
  Title:   Manager   
 
         
     
  /s/ Debra Fine    
  Debra Fine   
     
 

Page 8 of 8

EX-99.1 2 d31127exv99w1.htm TRANSACTIONS OF THE ISSUER'S SECURITIES - PAST 60 DAYS exv99w1
 

EXHIBIT 1
         
Date   Number of Shares
Purchased/(Sold)		   Price per Share
 
December 1, 2005   58,800   17.50

 

EX-99.2 3 d31127exv99w2.htm JOINT FILING AGREEMENT exv99w2
 

EXHIBIT 2
     JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.40 par value, of CPI Corp., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 9, 2005.
         
  FINE CAPITAL PARTNERS, L.P.
 		  
  By:   Fine Capital Advisors, LLC,   
    its general partner   
 
         
     
  By:   /s/ Debra Fine    
  Name:   Debra Fine   
  Title:   Manager   
 
         
  FINE CAPITAL ADVISORS, LLC
 		  
  By:   /s/ Debra Fine    
  Name:   Debra Fine   
  Title:   Manager   
 
         
     
  /s/ Debra Fine    
  Debra Fine   
     
 

 

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