FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CPI CORP [ CPY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/03/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock $.40 Par Value | 10/03/2007 | P | 10,000 | A | $38.8089 | 639,366 | I | By Starboard Master(1) | ||
Common Stock $.40 Par Value | 10/04/2007 | P | 25,000 | A | $38.9129 | 664,366 | I | By Starboard Master(1) | ||
Common Stock $.40 Par Value | 44,682 | I | By RCG Halifax Fund, Ltd.(2) | |||||||
Common Stock $.40 Par Value | 1,067,397 | I | See Footnotes(3)(4)(5)(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Consists of Shares owned directly and beneficially by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares beneficially owned by Starboard. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. 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 owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
2. Consists of Shares owned directly and beneficially by RCG Halifax Fund, Ltd. (RCG Halifax). As the investment manager of RCG Halifax, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the Shares owned by RCG Halifax. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by RCG Halifax. 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 owned by RCG Halifax. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
3. Ramius Securities, L.L.C. (Ramius Securities), RCG Ambrose Master Fund, Ltd. (RCG Ambrose), Starboard Value and Ramius Master Fund, Ltd. (Ramius Master) beneficially own 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares, respectively. As the investment manager of Ramius Master, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the Shares owned by Ramius Master. As the managing member of Starboard Value, RCG Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard Value. As the investment advisor of RCG Ambrose and the managing member of each of Ramius Securities, RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. |
4. (continuation of previous footnote) As the managing member of Ramius, C4S may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. 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 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such Shares. |
5. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
6. Pursuant to an oral agreement with the Reporting Persons, Knightspoint Partners LLC and certain of its affiliates (Knightspoint) may be deemed members of a Section 13(d) group together with the Reporting Persons. As a result, the Reporting Persons may be deemed to beneficially own the 180,246 Shares beneficially owned by Knightspoint. Each of the Reporting Persons disclaims beneficial ownership of the 180,246 Shares beneficially owned by Knightspoint except to the extent of his or its pecuniary interest therein. This report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of Shares beneficially owned by Knightspoint for purposes of Section 16 or for any other purpose. |
7. Pursuant to a Joint Filing Agreement, Mark R. Mitchell is a member of a 13(d) group together with the other Reporting Persons. As a result, the Reporting Persons may be deemed to beneficially own the 5,151 Shares beneficially owned by Mr. Mitchell. Each of the Reporting Persons disclaims beneficial ownership of the 5,151 Shares owned by Mr. Mitchell except to the extent of his or its pecuniary interest therein. This report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of Shares beneficially owned by Mr. Mitchell for purposes of Section 16 or for any other purpose. |
By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory | 10/05/2007 | |
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member | 10/05/2007 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen | 10/05/2007 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark | 10/05/2007 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss | 10/05/2007 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon | 10/05/2007 | |
By: Starboard Value and Opportunity Master; By: /s/ Owen S. Littman, Authorized Signatory | 10/05/2007 | |
By: RCG Halifax Fund, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory | 10/05/2007 | |
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory | 10/05/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |