-----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, NeNccFzSYSbws8svCIh37wgNDz6z3XDfwGZ7rYocm7oAOB/lD0ZAg+JN53l0BqgV IgNJWGXntUMV9Ua4veQFsQ== 0001142062-06-000011.txt : 20060110 0001142062-06-000011.hdr.sgml : 20060110 20060110111258 ACCESSION NUMBER: 0001142062-06-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33916 FILM NUMBER: 06521228 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/A BUSINESS ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: SUITE 430 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-329-0050 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/A 1 cpy1205.txt SCHEDULE 13D Under the Securities and Exchange Act of 1934 2 (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) 12/31/2005 (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 37,568 8 SHARED VOTING POWER 1,556,972 9 SOLE DISPOSITIVE POWER 37,568 10 SHARED DISPOSITIVE POWER 1,556,972 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,571,540 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 20.27% 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 shares of the issuer directly, paid for with cash from the accounts of investment advisory clients. 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 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) 1,571,540 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: 37,568 (ii) shared power to vote or direct the vote: 1,556,972 (iii) sole power to dispose or to direct the disposition: 37,568 (iv) shared power to dispose or direct the disposition: 1,556,972 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 year 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 365 days of buying Date Quantity Market Value [NONE] 365 days of selling Date Quantity Market Value January 27, 2005 400 $5,749.86 February 25, 2005 435 $6,478.08 April 14, 2005 1150 $17,135.07 April 25, 2005 250 $4,078.82 June 13, 2005 100 $1,884.92 July 12, 2005 200 $3,534.90 July 14, 2005 235 $4,117.32 July 26, 2005 65 $1,153.70 August 17, 2005 380 $6,658.76 September 6, 2005 40 $715.97 September 23, 2005 130 $2,341.54 October 3, 2005 470 $8,238.75 October 5, 2005 7070 $124,342.10 November 15, 2005 330 $5,906.75 November 18, 2005 395 $7,079.99 December 1, 2005 135 $2,370.50 December 6, 2005 200 $3,499.90 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. 01/09/2006 Date Signature James D. Brilliant/Vice President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----