-----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, BR//GM0/28yBohV2UyU8Etu5yKdKgWoqlSzedBqLCZQJFtRQcyoM6+roWdkYB3DC dFASLiy0to8PylyG1aUtkQ== 0001142062-04-000039.txt : 20040719 0001142062-04-000039.hdr.sgml : 20040719 20040719105349 ACCESSION NUMBER: 0001142062-04-000039 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040719 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: 04919357 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: VAN DEN BERG MANAGEMENT INC/TX CENTRAL INDEX KEY: 0001142062 IRS NUMBER: 953017097 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: SUITE 430 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123290050 MAIL ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: SUITE 430 CITY: AUSTIN STATE: TX ZIP: 78746 FORMER COMPANY: FORMER CONFORMED NAME: VAN DEN BERG MANAGEMENT INC/CA DATE OF NAME CHANGE: 20010606 SC 13D 1 cpy0604.txt SCHEDULE 13D Under the Securities and Exchange Act of 1934 0 (Amendment No.) CPI Corp (Name of Issuer) Common stock (Title of Class of Securities) 125902106 (CUSIP Number) James D. Brilliant 805 Las Cimas Parkway Suite 430 Austin, Texas 78746 512-329-0050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 06/22/2004 (Date of Event Which Requires Filing of this Statement) 1 NAME OF REPORTING PERSON S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Van Den Berg Management, Inc., d/b/a Century Management TAX # 953017097 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* A B x 3 SEC USE ONLY 4 Source of Funds OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 41,628 8 SHARED VOTING POWER 1,595,224 9 SOLE DISPOSITIVE POWER 41,628 10 SHARED DISPOSITIVE POWER 1,595,224 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,636,852 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.12% 14 TYPE OF REPORTING PERSON* IA Item 1. Security and Issuer This statement relates to the shares of common stock, par value $.40 per share ("Common Stock"), of CPI Corp., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1706 Washington Avenue, St. Louis, Missouri 63103-1790. Item 2. Identity and Background (a) Name James D. Brilliant (b) Residence or business address 805 Las Cimas Parkway Suite 430 Austin, Texas 78746 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted Vice President, Van Den Berg Management, Inc., d/b/a Century Management 805 Las Cimas Parkway Suite 430 Austin, Texas 78746 (d) Criminal Convictions or Proceedings N/A (e) Civil Judgements or Proceedings N/A (f) Citizenship USA Item 3. Source and Amount of Funds or Other Consideration As Vice President, Van Den Berg Management, Inc., d/b/a Century Management he directed the purchase of 1,636,852 shares of the issuer directly, paid for with cash for the accounts of investment advisory clients for an aggregate price of $31,475,494.89. Item 4. Purpose of Transaction The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this Schedule 13D relates for investment purposes. As a result of CPI Corp. recently buying back 406,780 shares the beneficial ownership of the filer has exceeded 20%. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: (i) 1,636,852 shares in his capacity as a controlling person of Van Den Berg Management, Inc., d/b/a Century Management. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 41,628 (ii) shared power to vote or direct the vote: 1,595,224 (iii) sole power to dispose or to direct the disposition: 41,628 (iv) shared power to dispose or direct the disposition: 1,595,224 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment adviser for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above. (c) A schedule of transactions effected in the last sixty days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities. (e) Ownership of Less than Five Percent: N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits 60 days of buying Date Quantity Market Value May 18, 2004 4040 $57,949.47 May 19, 2004 2160 $31,396.00 June 1, 2004 1915 $30,062.54 June 2, 2004 14830 $231,338.49 June 3, 2004 8210 $128,015.73 June 4, 2004 2145 $33,240.25 June 9, 2004 1115 $17,539.73 June 14, 2004 2300 $36,070.13 June 16, 2004 6695 $105,623.88 June 17, 2004 2000 $31,348.85 June 18, 2004 21505 $338,439.99 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. 07/14/04 Date Signature James D. Brilliant/Vice President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----