-----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, Ewp+lojWTtAt+jNcgQOcxF1sLSRupA7saZijvjg1wiHR6VpifVvr9i3/nkGT8Xy9 4onbnGuBBFNf3s7PxS6WEQ== 0001209191-09-055413.txt : 20091203 0001209191-09-055413.hdr.sgml : 20091203 20091203173835 ACCESSION NUMBER: 0001209191-09-055413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091201 FILED AS OF DATE: 20091203 DATE AS OF CHANGE: 20091203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN PETER A CENTRAL INDEX KEY: 0001042589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221049 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRAUSS THOMAS W CENTRAL INDEX KEY: 0001043935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221047 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221050 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG HOLDINGS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221046 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 NAME: FORMER CONFORMED NAME: RAMIUS LLC DATE OF NAME CHANGE: 20080617 FORMER NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: C4S & CO LLC CENTRAL INDEX KEY: 0001267474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221051 BUSINESS ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARK MORGAN B CENTRAL INDEX KEY: 0001267535 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221048 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221045 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (646) 562-1000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221052 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-12-01 0 0000025354 CPI CORP CPY 0001475770 Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267535 STARK MORGAN B C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001050154 RCG HOLDINGS LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001466538 COWEN GROUP, INC. C/O RAMIUS LLC, 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock, $0.40 Par Value 2009-12-01 4 S 0 351 12.0526 D 139224 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 1128 12.0437 D 138096 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-01 4 S 0 312 12.0526 D 123801 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 1003 12.0437 D 122798 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 0 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-01 4 S 0 962 12.0526 D 381333 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 3090 12.0437 D 378243 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 467416 I By RCG PB, Ltd Common Stock, $0.40 Par Value 2009-12-01 4 S 0 1175 12.0526 D 466241 I By RCG PB, Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 3779 12.0437 D 462462 I By RCG PB, Ltd Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Merger Arbitrage Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd, and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the majority shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. (Continued from previous footnote). As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). As the sole member of Ramius Advisors, the investment manager of Multi-Strategy Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. (Continued from previous footnote). As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Ramius Merger Arbitrage Master Fund Ltd ("Merger Arbitrage") transferred all of the shares held by it to RCG PB, Ltd, the 100% owner of Merger Arbitrage, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). As the sole member of Ramius Advisors, the investment advisor of Merger Arbitrage Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund.< /footnote> Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the investment manager of Value and Opportunity Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. (Continued from previous footnote). As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Shares of Common Stock beneficially owned by RCG PB, Ltd (RCG PB). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2009-12-03 /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2009-12-03 /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2009-12-03 /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2009-12-03 /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 -----END PRIVACY-ENHANCED MESSAGE-----