SC TO-I

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

CPI Corp.

(Name of Subject Company (Issuer))

CPI Corp. (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, Par Value $0.40 Per Share
(Title of Class of Securities)

125902106
(CUSIP Number of Class of Securities)

Jane E. Nelson
Secretary and General Counsel
CPI Corp.
1706 Washington Ave., St. Louis, Missouri 63103
Telephone: (314) 231-1575
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Stanley H. Meadows, P.C.
Heidi J. Steele
McDermott, Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606-5096
Telephone: (312) 372-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$30,000,000	$3,210.00

*	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 1,500,000 outstanding shares of common stock, par value $0.40 per share, are being purchased at the maximum possible tender offer price of $20.00 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the value of the transaction.
o	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: N/A               Filing Party: N/A
	Form or Registration No.: N/A              Date Filed: N/A
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
o	third-party tender offer subject to Rule 14d-1.
þ	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Person.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Source and Amount of Funds and Other Consideration.
	Item 8. Interest in Securities of the Subject Company.
	Item 9. Persons/Assets Retained, Employed, Compensated or Used.
	Item 10. Financial Statements.
	Item 11. Additional Information
	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3.
SIGNATURE

     This Tender Offer Statement on Schedule TO relates to the tender offer by CPI Corp., a Delaware corporation (“CPI” or the “Company”), to purchase for cash up to 1,500,000 shares of its common stock, par value $0.40 per share, including the associated Series A Participating Preferred Stock Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000, between CPI and Harris Trust and Savings Bank, as Rights Agent, at a price not more than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated December 30, 2005 (the “Offer to Purchase”), and the accompanying letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a)	Name and Address. The name of the issuer is CPI Corp. The address of the principal executive offices of CPI Corp. is 1706 Washington Ave., St. Louis, Missouri 63103. The telephone number of the principal executive offices of CPI Corp. is (314) 231-1575.
(b)	Securities. The information set forth in the Introduction to the Offer to Purchase is incorporated herein by reference.
(c)	Trading Market and Price. The information set forth in Section 8 of the Offer to Purchase (“Price Range of Shares; Dividends; Rights Agreement”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

CPI is the filing person. CPI’s address and telephone number are set forth in Item 2 above. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material Terms. The following sections of the Offer to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference:

• Summary Term Sheet;

• Introduction;

• Section 1 (“Number of Shares; Proration”);

• Section 2 (“Purpose of the Tender Offer”);

• Section 3 (“Procedures for Tendering Shares”);

• Section 4 (“Withdrawal Rights”);

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• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 6 (“Conditional Tender of Shares”);

• Section 7 (“Conditions of the Tender Offer”);

• Section 9 (“Source and Amount of Funds”);

• Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”);

• Section 14 (“U.S. Federal Income Tax Consequences”); and

• Section 15 (“Extension of the Tender Offer; Termination; Amendment”).

(b) Purchases. The information set forth in the Introduction to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

The following sections of the Offer to Purchase, which contain information regarding the purposes of the transaction, use of securities acquired and plans, are incorporated herein by reference:

• Summary Term Sheet; and

• Section 2 (“Purpose of the Tender Offer”).

Item 7. Source and Amount of Funds and Other Consideration.

The information set forth in Section 7 (“Conditions of the tender offer”) Section 9 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in Section 16 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

Item 10. Financial Statements.

Financial Information; Pro Forma Information. The “Summary of Selected Historical Financial Information and Selected Pro Forma Financial Information” for its most recent fiscal year and 40 weeks ended November 12, 2005 set forth in Section 10 of the Offer to Purchase (“Certain Information Concerning CPI”) and the financial statements contained in the Company’s most

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recent Annual Report on Form 10-K for the year ended February 5, 2005 and Quarterly Reports on Form 10-Q for the quarters ended November 12, 2005, July 23, 2005 and April 30, 2005 are incorporated herein by reference.

Item 11. Additional Information

(a)

Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 10 of the Offer to Purchase (“Certain Information Regarding CPI”), Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and Section 13 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b)

Other Material Information. The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12. Exhibits

(a)(1)(A)	Offer to Purchase, dated December 30, 2005.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December 30, 2005.
(a)(1)(E)	Letter to clients of brokers, dealers, commercial banks, trust companies and other nominees, dated December 30, 2005.
(a)(5)(A)	Press Release, dated December 30, 2005 announcing commencement of the offer.
(d)(1)	CPI Corp. Employees Profit Sharing Plan & Trust (As Amended and Restated Effective January 1, 1998), incorporated by reference to CPI Corp.’s Annual Report for fiscal year 1998 on Form 10-K filed 5/5/99. File No. 1-10204
(d)(2)	First Amendment to CPI Corp. Employee Profit Sharing Plan & Trust (As Amended and Restated Effective January 1, 1998) (Effective January 1, 1999), incorporated by reference to CPI Corp.’s Annual Report for fiscal year 1998 on Form 10-K filed 5/5/99. File No. 1-10204
(d)(3)	Second Amendment to CPI Corp. Employees Profit Sharing Plan and Trust (As Amended and Restated Effective January 1, 1998), incorporated by reference to CPI Corp.’s Form 10-Q filed 6/7/02. File No. 1-10204
(d)(4)	Third Amendment to CPI Corp. Employees Profit Sharing Plan and Trust, incorporated by reference to CPI Corp.’s Annual Report for fiscal year 2002 on Form 10-K filed 5/15/03. File No. 1-10204
(d)(5)	CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated Effective 2/3/91), incorporated by reference to CPI Corp.’s Annual Report for fiscal year 1992 on Form 10-K filed 5/5/93. File No. 1-10204
(d)(6)	First Amendment to CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated Effective February 3, 1991) Effective January 1, 1995, incorporated by reference to CPI Corp.’s Annual Report for fiscal year 2000 on Form 10-K filed 5/3/01. File No. 1-10204
(d)(7)	CPI Corp. Restricted Stock Plan (As Amended and Restated Effective as of January 16, 1995), incorporated by reference to CPI Corp.’s Annual Report for fiscal year 2000 on Form 10-K filed 5/3/01. File No. 1-10204
(d)(8)	CPI Corp. Stock Option Plan (Amended and Restated Effective as of December 16, 1997), incorporated by reference to CPI Corp.’s Annual Report for fiscal year 2000 on Form 10-K filed 5/3/01. File No. 1-10204
(d)(9)	Form of Rights Agreement, dated as of March 13, 2000, between CPI Corp. and Harris Trust and Savings Bank (Incorporated by reference to the Registration Statement on Form 8-A of CPI Corp. dated March 14, 2000.)
(d)(10)	Stock Award and Restriction Agreement by and between CPI Corp. and David M. Meyer,

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	effective as of April 14, 2005, incorporated by reference to CPI Corp.’s Annual Report for the fiscal year 2004 on Form 10-K filed 4/21/05. File No. 1-10204
(d)(11)	CPI Corp. Performance Plan adopted effective as of April 14, 2005, incorporated by reference to CPI Corp.’s Annual Report for the fiscal year 2004 on Form 10-K filed 4/21/05. File No. 1-10204
(d)(12)	CPI Corp. Non-Employee Directors Restricted Stock Policy (Restricted Stock Election) Adopted by CPI as of April 14, 2005, incorporated by reference to CPI Corp.’s Annual Report for the fiscal year 2004 on Form 10-K filed 4/21/05. File No. 1-10204
(d)(13)	CPI Corp. Non-Employee Directors Restricted Stock Policy pursuant to the CPI Corp. Restricted Stock Plan adopted effective as of April 14, 2005, incorporated by reference to CPI Corp.’s Annual Report for the fiscal year 2004 on Form 10-K filed 4/21/05. File No. 1-10204
(d)(14)	Restricted Stock Award Agreement, incorporated by reference to CPI Corp.’s Annual Report for the fiscal year 2004 on Form 10-K filed 4/21/05. File No. 1-10204
(d)(15)	Stock Award and Restriction Agreement, effective as of July 25, 2005, by and between Renato Cataldo and CPI Corp., incorporated by reference to CPI’s Quarterly Report on Form 10-Q filed 9/1/05. File No. 1-10204
(d)(16)	Stock Award and Restriction Agreement, effective as of August 15, 2005, by and between Paul Rasmussen and CPI Corp., incorporated by reference to CPI’s Quarterly Report on Form 10-Q filed 9/1/05. File No. 1-10204
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

     After due 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.

	CPI CORP.
	By:	/s/ Gary W. Douglass
	Name:	Gary W. Douglass
Dated: December 30, 2005	Title:	Executive Vice President, Finance Chief Financial Officer

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EX-99.(A)(1)(A)

Offer to Purchase for Cash

Up to 1,500,000 Shares of its Common Stock

(Including the Associated Series A Participating

Preferred Stock Purchase Rights)

At a Purchase Price Not Greater Than $20.00

Nor Less Than $17.00 Per Share by

CPI Corp.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JANUARY 30, 2006, UNLESS THE COMPANY EXTENDS THE TENDER OFFER.

      CPI Corp., a Delaware corporation (referred to herein as “we,” “us,” the “Company” or “CPI”), is offering to purchase for cash up to 1,500,000 shares of its common stock, including the associated Series A Participating Preferred Stock Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000, between CPI and Harris Trust and Savings Bank, as Rights Agent (referred to herein as the “associated preferred stock purchase rights”), upon the terms and subject to the conditions set forth in this document and the letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the “tender offer”).

      Unless the context otherwise requires, all references to shares shall refer to common stock of CPI and shall include the associated preferred stock purchase rights; and, unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of shares will constitute a tender of the associated preferred stock purchase rights. On the terms and subject to the conditions of the tender offer, we will determine the single per share price, not greater than $20.00 nor less than $17.00 per share, net to you in cash, without interest, that we will pay for shares properly tendered and not properly withdrawn in the tender offer, taking into account the total number of shares so tendered and the prices specified by the tendering stockholders. We will select the lowest purchase price that will allow us to purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $20.00 nor less than $17.00 per share. The Company will purchase at the purchase price all shares properly tendered at prices at or below the purchase price and not properly withdrawn, on the terms and subject to the conditions of the tender offer, including the odd lot, conditional tender and proration provisions. We reserve the right, in our sole discretion, to purchase more than 1,500,000 shares in the tender offer, subject to applicable law. The Company will not purchase shares tendered at prices greater than the purchase price or shares that we do not accept for purchase because of proration provisions or conditional tenders. Shares not purchased in the tender offer will be returned to the tendering stockholders at our expense as promptly as practicable after the expiration of the tender offer. See Section 1.

THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS INCLUDING WITHOUT LIMITATION OUR SUCCESSFUL COMPLETION OF AN AMENDMENT TO OUR CURRENT CREDIT FACILITY. SEE SECTIONS 7 and 9.

IMPORTANT

      If you wish to tender all or any part of your shares, you should either (1) complete and sign a letter of transmittal according to the instructions in the letter of transmittal and mail or deliver it, together with any required signature guarantee and any other required documents, including the share certificates, to Computershare Trust Company of New York, the depositary for the tender offer, or (2) tender the shares according to the procedure for book-entry transfer described in Section 3, or (3) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your shares. If you desire to tender your shares and (1) your share certificates are not immediately available or cannot be delivered to the depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the depositary by the expiration of the tender offer, you must tender your shares according to the guaranteed delivery procedure described in Section 3.

      OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN SO DOING, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER.

      The shares are listed and traded on the New York Stock Exchange under the trading symbol “CPY.” We publicly announced the tender offer on December 21, 2005, after the close of trading on the NYSE on that date. On December 21, 2005, the reported closing price of the shares on the NYSE was $17.76 per share. On December 29, 2005, the last trading day prior to the date of this offer to purchase, the reported closing price of the shares on the NYSE was $18.67 per share. We urge stockholders to obtain current market quotations for the shares. See Section 8.

      You may direct questions and requests for assistance to Georgeson Shareholder Communications, Inc., the information agent for the tender offer, or to Georgeson Shareholder Securities Corporation, the dealer manager for the tender offer, at their respective addresses and telephone numbers set forth on the back cover page of this document. You may direct requests for additional copies of this document, the letter of transmittal or the notice of guaranteed delivery to the information agent.

The Dealer Manager for the Tender Offer is:

Georgeson Shareholder Securities Corporation

December 30, 2005

      We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this document or in the letter of transmittal. If given or made, you must not rely upon any such information or representation as having been authorized by us or the dealer manager.

      We are not making the tender offer to (nor will we accept any tender of shares from or on behalf of) holders in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the tender offer in any such jurisdiction and extend the tender offer to holders in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the tender offer to be made by a licensed broker or dealer, the tender offer is being made on our behalf by the dealer manager or one or more registered brokers or dealers, which are licensed under the laws of such jurisdiction.

TABLE OF CONTENTS

		Page
Summary Term Sheet			3
Introduction			8
The Tender Offer			10
1.	Number of Shares; Proration		10
2.	Purpose of the Tender Offer		12
3.	Procedures for Tendering Shares		13
4.	Withdrawal Rights		17
5.	Purchase of Shares and Payment of Purchase Price		18
6.	Conditional Tender of Shares		19
7.	Conditions of the Tender Offer		20
8.	Price Range of Shares; Dividends; Rights Agreement		22
9.	Source and Amount of Funds		25
10.	Certain Information Concerning CPI		25
11.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares		29
12.	Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act		32
13.	Legal Matters; Regulatory Approvals		32
14.	U.S. Federal Income Tax Consequences		32
15.	Extension of the Tender Offer; Termination; Amendment		34
16.	Fees and Expenses		35
17.	Miscellaneous		35

FORWARD-LOOKING STATEMENTS

      This offer to purchase contains or incorporates by reference not only historical information, but also forward-looking statements. Statements that are not historical are forward-looking and reflect expectations and assumptions. We try to identify forward-looking statements in this offer to purchase and elsewhere by using words such as “expect,” “looking ahead,” “anticipate,” “estimate,” “believe,” “should,” “intend,” and similar expressions. Our forward-looking statements generally relate to our future performance, including our anticipated operating results and liquidity requirements, our business strategies and goals, and the effect of laws, rules and regulations and outstanding litigation on our business.

      Forward-looking statements involve risks and uncertainties. The following are some of the factors known to us that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements:

•  Future cash balances sufficient to meet our operating needs

•  Compliance with debt covenants;

•  The ability to obtain financing when needed under reasonable terms;

•  Valuation allowances and capital expenditures;

•  Customer demand for our products and services;

•  The overall level of economic activity in our major markets;

•  Competitors’ actions;

•  Manufacturing interruptions;

•  Dependence on certain suppliers;

•  Changes in our relationship with Sears and the impact of the Kmart/ Sears merger;

•  Fluctuations in operating results;

•  The ultimate impact of the Prints Plus bankruptcy;

•  The attraction and retention of qualified personnel;

•  Unforeseen difficulties arising from installation and operation of new equipment in our portrait studios;

•  The Company’s conversion to full digital format; and

•  Other risks described in our filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended February 5, 2005.

      We wish to caution you not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, as well as others that we may consider immaterial or do not anticipate at this time. The foregoing risks and uncertainties are not exclusive and further information concerning us and our businesses, including factors that potentially could materially affect our financial results or condition, may emerge from time to time.

SUMMARY TERM SHEET

      We are providing this summary term sheet for your convenience. You should realize that it does not describe all of the details of the tender offer to the same extent described in this document. We urge you to read the entire document and the letter of transmittal because they contain the full details of the tender offer. We have included references to the sections of this document where you will find a more complete discussion.

Who is offering to purchase my shares?	CPI Corp. is offering to purchase your shares and the associated preferred stock purchase rights.
What will the purchase price for the shares be?	We will determine the purchase price that we will pay per share promptly after the tender offer expires. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. The purchase price will not be greater than $20.00 nor less than $17.00 per share. We will pay this purchase price in cash, without interest, for all the shares we purchase under the tender offer, even if some of the shares are tendered at a price below the purchase price. See Section 1.
How many shares will CPI purchase?	We will purchase 1,500,000 shares properly tendered in the tender offer, or such fewer number of shares as are properly tendered, and not properly withdrawn prior to the expiration date. The 1,500,000 shares represent approximately 19.0% of our outstanding common stock as of December 21, 2005. Each share is coupled with an associated preferred stock purchase right that we will acquire with the shares we purchase. No additional consideration will be paid for the associated preferred stock purchase rights. We expressly reserve the right to purchase an additional number of shares not to exceed 2% of the outstanding shares, and could decide to purchase more shares, subject to applicable legal requirements. See Section 1. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7.
What will happen if more than 1,5000,000 shares are tendered at or below the purchase price?	If more than 1,500,000 shares are tendered at or below the purchase price, we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots held by owners of less than 100 shares), which we will purchase on a priority basis as described in the immediately following paragraph and except for shares that were conditionally tendered and for which the condition was not satisfied. See Sections 5 and 6.
If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?	If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1.
How will CPI pay for the shares?	We anticipate that we will fund the purchase of the shares tendered in the tender offer through cash on hand and up to $22.0 million of bank borrowings. The completion of the tender offer is subject to our successful completion of an amendment to our current credit facility, which we are currently negotiating (the “Amended Credit Facility”). As currently contemplated, the proposed

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	Amended Credit Facility would, among other things, provide for up to a $40.0 million, three-year term loan (which reflects an increase of up to $22.0 million in the term loan of our existing credit facility) and a $25.0 million revolving credit facility and allow us to complete the tender offer at its current size. The Amended Credit Facility would replace our current credit facility. In the event that we do not complete the Amended Credit Facility or otherwise obtain additional financing, we may terminate the tender offer or amend the tender offer to reduce the number of shares that we will offer to purchase in the tender offer. In addition, we may fund a portion of the offering through cash on hand and funds obtained from our Rabbi Trust (the funding vehicle for our supplemental executive retirement plan). See Section 9.
How long do I have to tender my shares?	You may tender your shares until the tender offer expires. The tender offer will expire on January 30, 2006, at 5:00 p.m., New York City time, unless we extend it. See Section 1. We may choose to extend the tender offer for any reason, subject to applicable laws. We cannot assure you that we will extend the tender offer or indicate the length of any extension that we may provide. See Section 15. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out their deadline.
Can the tender offer be extended, amended or terminated, and under what circumstances?	We can extend or amend the tender offer in our sole discretion. If we extend the tender offer, we will delay the acceptance of any shares that have been tendered. In the event that we do not complete the Amended Credit Facility or otherwise obtain additional financing, we may amend the tender offer to reduce the number of shares that we will offer to purchase in the tender offer. We can terminate the tender offer under certain circumstances. See Section 7 and Section 15.
How will I be notified if CPI extends the tender offer or amends the terms of the tender offer?	We will issue a press release by 9:00 a.m., New York City time, on the business day after the scheduled expiration date if we decide to extend the tender offer. We will announce any amendment to the tender offer by making a public announcement of the amendment. See Section 15.
What is the purpose of the tender offer?	We believe that the tender offer is a prudent use of our financial resources given our business profile, assets and the current market price of the shares, and that investing in our own shares is an efficient means to provide value to our stockholders. The tender offer represents the opportunity for us to return cash to stockholders who elect to tender their shares, while at the same time increasing non-tendering stockholders’ proportionate interest in CPI. See Section 2 and Section 10.
Are there any conditions to the tender offer?	Yes. The tender offer is subject to conditions such as (i) our successful completion of the Amended Credit Facility, on terms and conditions satisfactory to us (including an amendment to permit us to complete the tender offer at its current size), and (ii) the absence of court and governmental action

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	prohibiting the tender offer and of changes in general market conditions or our business that, in our judgment, are or may be materially adverse to us. In the event that we do not complete the Amended Credit Facility or otherwise obtain additional financing, we may terminate the tender offer or amend the tender offer to reduce the number of shares that we will offer to purchase in the tender offer. See Section 7.
Following the tender offer, will CPI continue as a public company?	Yes. CPI does not believe that its purchase of shares under the tender offer will cause the remaining outstanding shares of CPI common stock to be delisted from the New York Stock Exchange or stop us from being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Section 12.
How do I tender my shares?	The tender offer will expire at 5:00 p.m., New York City time, on January 30, 2006, unless we extend the tender offer. To tender your shares prior to the expiration of the tender offer:
	• you must deliver your share certificate(s) and a properly completed and duly executed letter of transmittal to the depositary at the address appearing on the back cover page of this document; or
	• the depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed letter of transmittal or an agent’s message in the case of a book entry transfer; or
	• you must request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you; or
	• you must comply with the guaranteed delivery procedure.
	You should contact the information agent or the dealer manager for assistance. See Section 3 and the instructions to the letter of transmittal. Please note that CPI will not purchase your shares in the tender offer unless the depositary receives the required documents prior to the expiration of the tender offer. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.
Once I have tendered shares in the tender offer, can I withdraw my tender?	You may withdraw any shares you have tendered at any time before the expiration of the tender offer which will occur at 5:00 p.m., New York City time, on January 30, 2006, unless we extend the tender offer. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares after 12:00 Midnight, New York City time, on February 28, 2006. See Section 4.
How do I withdraw shares I previously tendered?	You must deliver, on a timely basis, a written or facsimile notice of your withdrawal to the depositary at the address appearing on the back cover page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the depositary or if your shares have been

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	tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4.
Can I participate in the tender offer if I hold shares through CPI’s Dividend Reinvestment Plan?	Yes. Participants in CPI’s Dividend Reinvestment Plan may tender their shares by following the procedures described in Section 3.
How do holders of vested stock options for shares participate in the tender offer?	If you hold vested but unexercised options, you may exercise such options in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with this tender offer. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason. See Section 3.
Has CPI or its Board of Directors adopted a position on the tender offer?	Our Board of Directors has approved the tender offer. However, neither we nor our Board of Directors makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you should tender your shares. In so doing, you should read carefully the information in this offer to purchase and in the letter of transmittal, including our reasons for making the tender offer. Our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer. See Section 11.
If I decide not to tender, how will the tender offer affect my shares?	Stockholders who choose not to tender will own a greater percentage interest in our outstanding common stock following the consummation of the tender offer.
What is the recent market price for the shares?	We publicly announced the tender offer on December 21, 2005, after the close of trading on the New York Stock Exchange on that date. On December 21, 2005, the reported closing price of the shares on the NYSE was $17.76 per share. On December 29, 2005, the last trading day prior to the date of this offer to purchase, the reported closing price of the shares on the NYSE was $18.67 per share. We urge you to obtain current market quotations for the shares. See Section 8.
When will CPI pay for the shares I tender?	We will pay the purchase price, net to you in cash, without interest, for the shares we purchase as promptly as practicable after the expiration of the tender offer and the acceptance of the shares for payment; provided, however, that we do not expect to announce the results of the proration and begin paying for tendered shares until at least five business days after the expiration of the tender offer. See Section 5.
Will I have to pay brokerage commissions if I tender my shares?	If you are a registered stockholder and you tender your shares directly to the depositary, you will not incur any brokerage commissions. If you hold shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable. See Section 3.

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What are the U.S. federal income tax consequences if I tender my shares?	Generally, you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the shares you tender. In addition, the receipt of cash for your tendered shares will be treated either as (1) a sale or exchange or (2) a distribution from us in respect of our stock. See Section 14.
Will I have to pay any stock transfer tax if I tender my shares?	If you instruct the depositary in the letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5.
Whom can I talk to if I have questions?	The information agent and the dealer manager can help answer your questions. The information agent is Georgeson Shareholder Communications, Inc., and the dealer manager is Georgeson Shareholder Securities Corporation. Their contact information is set forth on the back cover page of this document.

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INTRODUCTION

To the Holders of our Common Stock:

      We invite our stockholders to tender shares of our common stock, $0.40 par value per share, together with the associated Series A preferred stock purchase rights, for purchase by us. Upon the terms and subject to the conditions set forth in this offer to purchase and in the letter of transmittal, we are offering to purchase up to 1,500,000 shares at a price not greater than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest. In the event that we do not complete the Amended Credit Facility or otherwise obtain additional financing, we may terminate the tender offer or amend the tender offer to reduce the number of shares that we will offer to purchase in the tender offer. We will not pay any additional consideration for the associated preferred stock purchase rights.

      The tender offer will expire at 5:00 p.m., New York City time, on January 30, 2006, unless extended (such date and time, as the same may be extended, the “expiration date”). We may, in our sole discretion, extend the period of time in which the tender offer will remain open.

      We will select the lowest purchase price that will allow us to buy 1,500,000 or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not properly withdrawn. We will acquire all shares that we purchase in the tender offer at the same purchase price regardless of whether the stockholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this offer to purchase, we may not purchase all of the shares tendered at or below the purchase price if more than the number of shares we seek are properly tendered. We will return tendered shares that we do not purchase to the tendering stockholders at our expense as promptly as practicable after the expiration of the tender offer. See Section 1.

      We reserve the right to purchase more than 1,500,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements. See Section 1.

      Stockholders must complete the section of the letter of transmittal relating to the price at which they are tendering shares in order to properly tender shares.

      We will pay the purchase price, net to the tendering stockholders in cash, without interest, for all shares that we purchase. Tendering stockholders whose shares are registered in their own names and who tender directly to Computershare Trust Company of New York, the depositary in the tender offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 9 to the letter of transmittal, stock transfer taxes on the purchase of shares by us under the tender offer. If you own your shares through a bank, broker, dealer, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

      The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions. See Section 7.

      OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS NOR THE DEALER MANAGER MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN SO DOING, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. SEE SECTION 2. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER.

      If, at the expiration date, more than 1,500,000 shares are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date;

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•  second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us, other than stockholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit us to purchase 1,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

      We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures.

      Section 14 of this offer to purchase describes various United States federal income tax consequences of a sale of shares under the tender offer.

      Holders of vested but unexercised options to purchase shares may exercise such options for cash and tender some or all of the shares issued upon such exercise. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason.

      As of December 21, 2005, we had issued and outstanding 7,875,143 shares. The 1,500,000 shares that we are offering to purchase represent approximately 19.0% of the shares then outstanding. The shares are listed and traded on the NYSE under the symbol “CPY.” See Section 8. We urge stockholders to obtain current market quotations for the shares.

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THE TENDER OFFER

1. Number of Shares; Proration.

      General. Upon the terms and subject to the conditions of the tender offer, CPI will purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn in accordance with Section 4, before the scheduled expiration date of the tender offer, at prices not greater than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest. In the event that we do not complete the Amended Credit Facility or otherwise obtain additional financing, we may terminate the tender offer or amend the tender offer to reduce the number of shares that we will offer to purchase in the tender offer.

      The term “expiration date” means 5:00 p.m., New York City time, on January 30, 2006, unless and until CPI, in its sole discretion, shall have extended the period of time during which the tender offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at which the tender offer, as so extended by CPI, shall expire. See Section 15 for a description of CPI’s right to extend, delay, terminate or amend the tender offer. In accordance with the rules of the Securities and Exchange Commission, CPI may, and CPI expressly reserves the right to, purchase under the tender offer an additional number of shares not to exceed 2% of the outstanding shares without amending or extending the tender offer. See Section 15. In the event of an over-subscription of the tender offer as described below, shares tendered at or below the purchase price will be subject to proration, except for odd lots. The proration period and, except as described herein, withdrawal rights, expire on the expiration date.

      If we:

•  increase the price to be paid for shares above $20.00 per share or decrease the price to be paid for shares below $17.00 per share, or

•  increase the number of shares being sought in the tender offer and this increase in the number of shares sought exceeds 2% of the outstanding shares, or

•  decrease the number of shares being sought (including any decrease in the number of shares because we do not complete the Amended Credit Facility), and

•  the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any increase or decrease,

then we will extend the tender offer until the expiration of ten business days from the date that we first publish notice of any increase or decrease. For the purposes of the tender offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

      The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7.

      In accordance with Instruction 5 of the letter of transmittal, stockholders desiring to tender shares must specify the price or prices, not greater than $20.00 nor less than $17.00 per share, at which they are willing to sell their shares to CPI under the tender offer. Alternatively, stockholders desiring to tender shares can choose not to specify a price and, instead, specify that they will sell their shares at the purchase price that CPI ultimately pays for shares properly tendered and not properly withdrawn in the tender offer, which could result in the tendering stockholder receiving a price per share as low as $17.00 or as high as $20.00. If tendering stockholders wish to maximize the chance that CPI will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $17.00 per share. This election could also have the effect of decreasing the price at which CPI purchases tendered shares because the shares tendered using this election will be available at the minimum price of $17.00 per share.

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      To tender shares properly, stockholders must specify one and only one price box in the appropriate section in each letter of transmittal. If you specify more than one price or if you fail to check any price at all you will not have validly tendered your shares. See Section 3.

      Promptly following the expiration date, CPI will, in its sole discretion, determine the purchase price that it will pay for shares properly tendered and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering stockholders. CPI will select the lowest purchase price, not greater than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest, that will enable it to purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn in the tender offer. CPI will purchase all shares properly tendered at or below the purchase price (and not properly withdrawn), all at the purchase price, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions.

      CPI will not purchase shares tendered at prices greater than the purchase price and shares that it does not accept in the tender offer because of proration provisions or conditional tenders. CPI will return to the tendering stockholders shares that it does not purchase in the tender offer at CPI’s expense as promptly as practicable after the expiration date. By following the instructions to the letter of transmittal, stockholders can specify one minimum price for a specified portion of their shares and a different minimum price for other specified shares, but stockholders must submit a separate letter of transmittal for shares tendered at each price. Stockholders also can specify the order in which CPI will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, CPI purchases some but not all of the tendered shares pursuant to the tender offer.

      If the number of shares properly tendered at or below the purchase price and not properly withdrawn prior to the expiration date is fewer than or equal to 1,500,000 shares, or such greater number of shares as CPI may elect to purchase, subject to applicable law, CPI will, upon the terms and subject to the conditions of the tender offer, purchase all such shares.

      Priority of Purchases. Upon the terms and subject to the conditions of the tender offer, if greater than 1,500,000 shares, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, CPI will purchase properly tendered shares on the basis set forth below:

•  First, we will purchase all shares tendered by all holders of “odd lots” who:

•  tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and

•  complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

•  Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

•  Third, only if necessary to permit us to purchase 1,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

CPI may not purchase all of the shares that a stockholder tenders in the tender offer even if they are tendered at prices at or below the purchase price. It is also possible that CPI will not purchase any of the shares conditionally tendered even though those shares were tendered at prices at or below the purchase price.

      Odd Lots. For purposes of the tender offer, the term “odd lots” shall mean all shares properly tendered prior to the expiration date at prices at or below the purchase price and not properly withdrawn by any person, referred to as an “odd lot” holder, who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, CPI will accept odd lots for payment before proration, if any, of the

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purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have share certificates representing fewer than 100 shares. By accepting the tender offer, an odd lot holder who holds shares in its name and tenders its shares directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the odd lot holder’s shares on the NYSE. Any odd lot holder wishing to tender all of its shares pursuant to the tender offer should complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

      Proration. If proration of tendered shares is required, CPI will determine the proration factor promptly following the expiration date. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6 of this offer to purchase, proration for each stockholder that tenders shares will be based on the ratio of the total number of shares that we accept for purchase (excluding “odd lots”) to the total number of shares properly tendered (and not properly withdrawn) at or below the purchase price by all stockholders (other than “odd lot” holders).

      Because of the difficulty in determining the number of shares properly tendered, including shares tendered by guaranteed delivery procedures, as described in Section 3, and not properly withdrawn, and because of the odd lot procedure and conditional tender provisions, CPI does not expect that it will be able to announce the final proration factor or commence payment for any shares purchased under the tender offer until at least five business days after the expiration date. The preliminary results of any proration will be announced by press release as promptly as practicable after the expiration date. Stockholders may obtain preliminary proration information from the information agent or the dealer manager and may be able to obtain this information from their brokers.

      As described in Section 14, the number of shares that CPI will purchase from a stockholder under the tender offer may affect the U.S. federal income tax consequences to that stockholder and, therefore, may be relevant to that stockholder’s decision whether or not to tender shares.

      We will mail this offer to purchase and the letter of transmittal to record holders of shares and we will furnish this offer to purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on CPI’s stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2. Purpose of the Tender Offer.

      CPI believes that the tender offer is a prudent use of its financial resources given its business profile, assets and the current market price of the shares, and that investing in its own shares is an efficient means to provide value to its stockholders. The tender offer represents the opportunity for CPI to return cash to stockholders who elect to tender their shares. Where shares are tendered by the registered owner of those shares directly to the depositary, the sale of those shares in the tender offer will permit the seller to avoid the usual transaction costs associated with open market sales. Furthermore, odd lot holders who hold shares registered in their names and tender their shares directly to the depositary and whose shares are purchased under the tender offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares in NYSE transactions.

      Stockholders who do not tender their shares pursuant to the tender offer and stockholders who otherwise retain an equity interest in CPI as a result of a partial tender of shares, proration or a conditional tender for which the condition is not satisfied will continue to be owners of CPI and will realize a proportionate increase in their relative equity interest in CPI and will bear the risks and rewards associated with owning the equity securities of CPI, including risks resulting from CPI’s purchase of shares. See Section 10.

      After the completion of the tender offer, CPI expects to have sufficient cash flow and access to funding to meet its cash needs for normal operations and anticipated capital expenditures.

      Neither CPI nor the CPI Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which stockholders may choose to tender their shares. CPI has not authorized any person to make any recommendation. Stockholders should carefully evaluate all information in the tender offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares, and, if so, how many shares to tender and the price or prices at which to

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tender. CPI has been advised that none of its directors or executive officers intends to tender any shares in the tender offer.

      CPI continues to explore strategic arrangements, transactions and opportunities consistent with our goal of increasing stockholder value. Such strategic transactions could include acquisitions, joint ventures, corporate restructurings, a sale or otherwise. We do not currently have any plans to enter into any strategic transactions. Our decision to enter into any strategic transaction in the future will depend upon a number of factors, including, without limitation, our business and financial position, our corporate strategies, general economic and market conditions, and the market value of our business and common stock. In the event that we enter into a strategic transaction in the future and such transaction increases the market value of our common stock, however, the stockholders whose shares of common stock are purchased in this offer will not realize any of the potential value of such transaction.

      Additionally, we may make stock repurchases from time to time on the open market and/or in private transactions or even additional tender offers. On June 3, 2003, our Board of Directors authorized us to repurchase up to 405,043 shares of common stock on the open market from time to time depending on market conditions. Under this authorization, we purchased 54,200 shares of stock for $935,000 at an average price of $17.26 during 2003. As of February 5, 2005, we had remaining authorization to repurchase 350,843 shares. In addition, on June 22, 2004, we purchased 406,780 shares of our common stock for a purchase price of $14.75 per share in a private negotiated transaction. Whether or not we make additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, CPI’s business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as CPI may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling stockholders than the terms of the tender offer. Rule 13e-4 of the Exchange Act prohibits CPI and its affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the expiration date of the tender offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

      CPI intends to retire shares that it acquires pursuant to the tender offer and will return those shares to the status of authorized but unissued stock that will be available for CPI to issue without further stockholder action (except as required by applicable law or the rules of the NYSE or any other securities exchange on which the shares may then be listed) for various purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors. In the event that we use funds obtained from our Rabbi Trust (the funding vehicle for our supplemental executive retirement plan) to purchase shares tendered in the tender offer, the shares transferred to the Rabbi Trust will remain outstanding. See Section 9.

3. Procedures for Tendering Shares.

      Proper Tender of Shares. For stockholders to properly tender shares under the tender offer:

•  the depositary must receive, at the depositary’s address set forth on the back cover page of this offer to purchase, share certificates (or confirmation of receipt of such shares under the procedure for book-entry transfer set forth below), together with a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an “agent’s message,” and any other documents required by the letter of transmittal, before the tender offer expires; or

•  the tendering stockholder must comply with the guaranteed delivery procedure set forth below.

      If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

      In accordance with Instruction 5 of the letter of transmittal, stockholders desiring to tender shares in the tender offer must properly indicate in the section captioned (1) “Price (in Dollars) Per Share at Which Shares are Being Tendered” on the letter of transmittal the price (in multiples of $0.25) at which stockholders are tendering shares or (2) “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the letter of transmittal that the stockholder will accept the purchase price determined by CPI in accordance with the terms of the tender offer.

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      If tendering stockholders wish to maximize the chance that CPI will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could have the effect of decreasing the price at which CPI purchases tendered shares because shares tendered using this election will be available for purchase at the minimum price of $17.00 per share and, as a result, it is possible that this election could result in CPI purchasing tendered shares at the minimum price of $17.00 per share.

      A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which such stockholder tenders shares, provided that a stockholder may not tender the same shares (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender shares properly, stockholders must check one and only one price box in the appropriate section of each letter of transmittal. If you check more than one box or if you fail to check any box at all you will not have validly tendered your shares.

      Odd lot holders who tender all shares must complete the section captioned “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.

      We urge stockholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares through the brokers or banks and not directly to the depositary.

      Signature Guarantees. Except as otherwise provided below, all signatures on a letter of transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a letter of transmittal need not be guaranteed if:

•  the letter of transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company, referred to as the “book-entry transfer facility,” whose name appears on a security position listing as the owner of the shares) tendered therewith and the holder has not completed either the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” in the letter of transmittal; or

•  if shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the letter of transmittal.

If a share certificate is registered in the name of a person other than the person executing a letter of transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an eligible guarantor institution.

      CPI will make payment for shares tendered and accepted for payment under the tender offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility as described above, a properly completed and duly executed letter of transmittal, or an agent’s message in the case of a book-entry transfer, and any other documents required by the letter of transmittal.

      Method of Delivery. The method of delivery of all documents, including share certificates, the letter of transmittal and any other required documents, is at the election and risk of the tendering stockholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured.

      Book-Entry Delivery. The depositary will establish an account with respect to the shares for purposes of the tender offer at the book-entry transfer facility within two business days after the date of this offer to purchase, and any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary’s account in accordance with the book-entry

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transfer facility’s procedures for transfer. Although participants in the book-entry transfer facility may effect delivery of shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility, either:

•  a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to and received by the depositary at its address set forth on the back cover page of this offer to purchase before the expiration date; or

•  the guaranteed delivery procedure described below must be followed.

Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

      The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the letter of transmittal and that CPI may enforce the agreement against the participant.

      Dividend Reinvestment Plan. Shares credited to participants’ accounts under our Dividend Reinvestment Plan (the “Dividend Reinvestment Plan”) will be tendered by Computershare Investor Services, LLC, as administrator, according to instructions provided to the administrator from participants in the Dividend Reinvestment Plan. Dividend Reinvestment Plan shares for which the administrator has not received timely instructions from participants will not be tendered. The administrator will make available to the participants whose accounts are credited with shares under the Dividend Reinvestment Plan all documents furnished to stockholders generally in connection with the offer. Because the transfer agent also acts as administrator of the Dividend Reinvestment Plan, participants in the Dividend Reinvestment Plan may use the letter of transmittal to instruct the administrator regarding the offer by completing the box entitled “tender of dividend reinvestment plan shares.” Each participant may direct that all, some or none of the shares credited to the participant’s account under the Dividend Reinvestment Plan be tendered and the price at which such participant’s shares are to be tendered. Participants in the Dividend Reinvestment Plan are urged to read the Letter of Transmittal and related materials carefully.

      If a participant tenders all of such participant’s Dividend Reinvestment Plan shares, and all such shares are purchased by us pursuant to the offer, such tender will be deemed to be authorization and written notice to Computershare Investor Services, LLC of termination of such participant’s participation in the Dividend Reinvestment Plan.

      Company Stock Option Plans. We are not offering, as part of the offer, to purchase any of the options outstanding under the Company’s stock option plans and tenders of such options will not be accepted. Holders of options who wish to participate in the offer may exercise their options and purchase shares of our common stock and then tender such shares pursuant to the offer, provided that any such exercise of an option and tender of shares is in accordance with the terms of the option plans and the options. In no event are any options to be delivered to the Depositary in connection with a tender of shares hereunder. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason.

      Federal Backup Withholding Tax. Under the federal income tax backup withholding rules, 28% of the gross proceeds payable to a stockholder or other payee pursuant to the tender offer must be withheld and remitted to the United States Treasury, unless the stockholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the depositary and certifies that such number is correct or an exemption otherwise applies under applicable regulations. Therefore, unless such an exemption exists and is proven in a manner satisfactory to the depositary, each tendering stockholder should complete and sign the Substitute Form W-9 included as part of the letter of transmittal so as to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Tendering stockholders can obtain such statements from the depositary. See Instruction 13 of the letter of transmittal.

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      Any tendering stockholder or other payee who fails to complete fully and sign the Substitute Form W-9 included in the letter of transmittal may be subject to required federal income tax backup withholding of 28% of the gross proceeds paid to such stockholder or other payee pursuant to the tender offer.

      Gross proceeds payable pursuant to the tender offer to a foreign stockholder or his or her agent will be subject to withholding of federal income tax at a rate of 30%, unless we determine that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a foreign stockholder is any stockholder that is not:

•  a citizen or resident of the United States,

•  a corporation, partnership or other entity created or organized in or under the laws of the United States, or any State thereof,

•  a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or

•  an estate the income of which is subject to United States federal income taxation regardless of its source.

A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 or if such stockholder is entitled to a reduced rate of withholding pursuant to a tax treaty and CPI withheld at a higher rate. In order to obtain a reduced rate of withholding under a tax treaty, a foreign stockholder must deliver to the depositary before the payment a properly completed and executed statement claiming such an exemption or reduction. Tendering stockholders can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the depositary a properly executed statement claiming such exemption. Tendering stockholders can obtain such statements from the depositary. See Instruction 13 of the letter of transmittal. We urge foreign stockholders to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

      For a discussion of United States federal income tax consequences to tendering stockholders, see Section 14.

      Guaranteed Delivery. If a stockholder desires to tender shares under the tender offer and the stockholder’s share certificates are not immediately available or the stockholder cannot deliver the share certificates to the depositary before the expiration date, or the stockholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the depositary before the expiration date, the stockholder may nevertheless tender the shares, provided that the stockholder satisfies all of the following conditions:

•  the stockholder makes the tender by or through an eligible guarantor institution;

•  the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed notice of guaranteed delivery in the form CPI has provided, specifying the price at which the stockholder is tendering shares, including (where required) a guarantee by an eligible guarantor institution in the form set forth in such notice of guaranteed delivery; and

•  the depositary receives the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and including any required signature guarantees, or an agent’s message, and any other documents required by the letter of transmittal, within three NYSE trading days after the date of receipt by the depositary of the notice of guaranteed delivery.

      Return of Unpurchased Shares. The depositary will return certificates for unpurchased shares as promptly as practicable after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the depositary will credit the shares to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility, in each case without expense to the stockholder.

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      Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. CPI will determine, in its sole discretion, all questions as to the number of shares that we will accept, the price that we will pay for shares that we accept and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and our determination will be final and binding on all parties. CPI reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which CPI determines may be unlawful. CPI also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, and CPI’s interpretation of the terms of the tender offer will be final and binding on all parties. The waiver of a material condition; however, would be a material amendment to the tender offer requiring dissemination of amended tender offer documents and an extension of our tender offer to ensure at least five business days remain open prior to expiration. No tender of shares will be deemed to have been properly made until the stockholder cures, or CPI waives, all defects or irregularities. None of CPI, the depositary, the information agent, the dealer manager or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

      Tendering Stockholder’s Representation and Warranty; CPI’s Acceptance Constitutes an Agreement. A tender of shares under any of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the tender offer, as well as the tendering stockholder’s representation and warranty to CPI that:

•  the stockholder has a net long position in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 of the Exchange Act; and

•  the tender of shares complies with Rule 14e-4.

      It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering:

•  has a net long position equal to or greater than the amount tendered in:

•  the shares; or

•  securities immediately convertible into, or exchangeable or exercisable for, the shares; and

•  will deliver or cause to be delivered the shares in accordance with the terms of the tender offer.

      Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. CPI’s acceptance for payment of shares tendered under the tender offer will constitute a binding agreement between the tendering stockholder and CPI upon the terms and conditions of the tender offer.

      Lost or Destroyed Certificates. Stockholders whose share certificate for part or all of their shares has been lost, stolen, misplaced or destroyed may contact Computershare Trust Company of New York, the depositary for this offer, at the address and telephone number set forth on the back cover of this offer to purchase, for instructions as to obtaining a replacement share certificate. That share certificate will then be required to be submitted together with the letter of transmittal in order to receive payment for shares that are tendered and accepted for payment. The stockholder may have to post a bond to secure against the risk that the share certificate may subsequently emerge. We urge stockholders to contact Computershare Trust Company of New York immediately in order to permit timely processing of this documentation.

      Stockholders must deliver share certificates, together with a properly completed and duly executed letter of transmittal, including any signature guarantees, or an agent’s message, and any other required documents to the depositary and not to CPI, the dealer manager or the information agent. CPI, the dealer manager or the information agent will not forward any such documents to the depositary and delivery to CPI, the dealer manager or the information agent will not constitute a proper tender of shares.

4. Withdrawal Rights.

      Stockholders may withdraw shares tendered under the tender offer at any time prior to the expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on February 28, 2006 unless theretofore accepted for payment as provided in this offer to purchase.

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      For a withdrawal to be effective, the depositary must timely receive a written or facsimile transmission notice of withdrawal at the depositary’s address set forth on the back cover page of this offer to purchase. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares that the stockholder wishes to withdraw and the name of the registered holder of the shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the shares have been tendered for the account of an eligible guarantor institution.

      If a stockholder has tendered shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures. CPI will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding. None of CPI, the depositary, the information agent, the dealer manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

      A stockholder may not rescind a withdrawal and CPI will deem any shares that a stockholder properly withdraws not properly tendered for purposes of the tender offer, unless the stockholder properly re-tenders the withdrawn shares before the expiration date by following one of the procedures described in Section 3.

      If CPI extends the tender offer, is delayed in its purchase of shares or is unable to purchase shares under the tender offer for any reason, then, without prejudice to CPI’s rights under the tender offer, the depositary may, subject to applicable law, retain tendered shares on behalf of CPI, and stockholders may not withdraw these shares except to the extent tendering stockholders are entitled to withdrawal rights pursuant to applicable law.

5. Purchase of Shares and Payment of Purchase Price.

      Upon the terms and subject to the conditions of the tender offer, promptly following the expiration date, CPI:

•  will determine the purchase price it will pay for shares properly tendered and not properly withdrawn before the expiration date, taking into account the number of shares so tendered and the prices specified by tendering stockholders; and

•  will accept for payment and pay for, and thereby purchase, shares properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, subject to the proration provisions.

      For purposes of the tender offer, CPI will be deemed to have accepted for payment, and therefore purchased shares, that are properly tendered at or below the purchase price and are not properly withdrawn, subject to the “odd lot,” proration and conditional tender provisions of the tender offer, only when, as and if it gives oral or written notice to the depositary of its acceptance of the shares for payment under the tender offer.

      Upon the terms and subject to the conditions of the tender offer, promptly after the expiration date, CPI will accept for payment and pay a single per share purchase price not greater than $20.00 nor less than $17.00 per share for 1,500,000 shares, subject to increase or decrease as provided in Section 15, if properly tendered and not properly withdrawn, or such fewer number of shares as are properly tendered and not properly withdrawn.

      CPI will pay for shares that it purchases under the tender offer by depositing the aggregate purchase price for these shares with the depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from CPI and transmitting payment to the tendering stockholders.

      In the event of proration, CPI will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the expiration date; however, CPI does not expect to be able to announce the final results of any proration and commence payment for shares purchased until at least five business days after the expiration date. Shares tendered and not purchased, including all shares tendered at prices greater than the purchase price and shares that CPI does not accept for purchase due to proration or conditional tenders, will be returned to the tendering stockholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant therein who so delivered the shares, at CPI’s expense, as promptly as

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practicable after the expiration date or termination of the tender offer without expense to the tendering stockholders. Under no circumstances will CPI pay interest on the purchase price regardless of any delay in making the payment. If certain events occur, CPI may not be obligated to purchase shares under the tender offer. See Section 7. CPI will issue a press release announcing the price it will pay for the shares tendered in the offer promptly following the expiration date.

      CPI will pay all stock transfer taxes, if any, payable on the transfer to it of shares purchased under the tender offer. If, however,

•  payment of the purchase price is to be made to any person other than the registered holder;

•  certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; or

•  if tendered certificates are registered in the name of any person other than the person signing the letter of transmittal;

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 10 of the letter of transmittal.

      Any tendering stockholder or other payee who fails to complete fully, sign and return to the depositary the substitute Form W-9 included with the letter of transmittal may be subject to U.S. federal income tax backup withholding on the gross proceeds paid to the stockholder or other payee under the tender offer. See Section 3.

6. Conditional Tender of Shares.

      Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered at or below the purchase price prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that CPI must purchase a specified minimum number of the stockholder’s shares tendered pursuant to a letter of transmittal if CPI purchases any shares tendered. Any stockholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery and indicate the minimum number of shares that CPI must purchase if CPI purchases any shares. We urge each stockholder to consult with his or her own financial or tax advisors.

      After the expiration date, if more than 1,500,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares that we purchase from any stockholder below the minimum number specified, the shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a stockholder subject to a conditional tender that are withdrawn as a result of proration will be returned at our expense to the tendering stockholder.

      After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of shares that we purchase to fall below 1,500,000 (or such greater number of shares as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

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7. Conditions of the Tender Offer.

      Notwithstanding any other provision of the tender offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate, reduce the number of shares that we will purchase or amend the tender offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after December 29, 2005 and before the expiration of the offer, any of the following events shall have occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events, make it inadvisable to proceed with the tender offer or with acceptance for payment:

•  we fail to complete the Amended Credit Facility, on terms and conditions satisfactory to us, including, among other things, amendments to increase the term loan portion of our existing credit facility by up to $22 million and allow us to complete the tender offer at its current size. Our existing credit facility provides that we may currently spend no more than $15 million in the aggregate to repurchase shares of our common stock;

•  there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly:

•  challenges the making of the tender offer, the acquisition of some or all of the shares under the tender offer or otherwise relates in any manner to the tender offer; or

•  in our reasonable judgment, could materially and adversely affect the business, condition (financial or other), assets, income, operations or prospects of us or any of our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of us or any of our subsidiaries or materially impair the contemplated benefits of the tender offer to us;

•  there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might, directly or indirectly:

•  make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of the tender offer;

•  delay or restrict the ability of us, or render us unable, to accept for payment or pay for some or all of the shares;

•  materially impair the contemplated benefits of the tender offer to us; or

•  materially and adversely affect the business, condition (financial or other), income, operations or prospects of us or our subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of us or any of our subsidiaries;

•  there shall have occurred:

•  any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States or the European Union;

•  the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or the European Union;

•  a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor;

•  the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including but not limited to an act of terrorism;

•  any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event, or any disruption or adverse change in the financial or capital markets generally or the market for loan syndications in particular, that, in our reasonable judgment, might affect the extension of credit by banks or other lending institutions in the United States;

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•  any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on the business, condition (financial or other), assets, income, operations or prospects of us or our subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of us or any of our subsidiaries;

•  in the case of any of the foregoing existing at the time of the commencement of the tender offer, a material acceleration or worsening thereof; or

•  any decline in the market price of the shares or the Dow Jones Industrial Average or the Standard and Poor’s Index of 500 Industrial Companies or the New York Stock Exchange or the Nasdaq Composite Index by a material amount (including, without limitation, an amount greater than 10%) from the close of business on December 29, 2005;

•  a tender offer or exchange offer for any or all of the shares (other than this tender offer), or any merger, business combination or other similar transaction with or involving us or any of our subsidiaries or affiliates, shall have been proposed, announced or made by any person;

•  any of the following shall have occurred:

•  any “group” (as that term is used in Section 13(d)(3) of the Exchange Act) shall have been formed that shall own or have acquired or proposed to acquire, or any entity or individual shall have acquired or proposed to acquire, beneficial ownership of more than 5% of the outstanding shares;

•  any entity, group or person who has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission on or before the commencement of this tender offer shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares; or

•  any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities;

•  any change or combination of changes shall have occurred or been threatened in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of us or any of our subsidiaries, taken as a whole, that in our judgment is or may reasonably be likely to be material and adverse to us or any of our subsidiaries or that otherwise materially impairs in any way the contemplated future conduct of the business of us or any of our subsidiaries;

•  any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the tender offer shall not have been obtained on terms satisfactory to us in our reasonable judgment; or

•  we reasonably determine that the completion of the tender offer and the purchase of the shares may:

•  cause the shares to be held of record by fewer than 300 persons; or

•  cause the shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

      The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions, and may be waived by us, in whole or in part, at any time and from time to time, before the expiration of the offer, in our sole discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination or judgment by us concerning the events described above will be final and binding on all parties.

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8. Price Range of Shares; Dividends; Rights Agreement.

      The shares are listed and traded on the NYSE under the trading symbol “CPY.” The following table sets forth the high and low sales prices for our common stock and the per share cash dividends paid for each of the quarterly periods presented.

	High		Low		Dividend
Fiscal Year 2005 (ending February 4, 2006)
First Quarter	$	16.98	$	14.75	$	0.16
Second Quarter	$	18.98	$	15.98	$	0.16
Third Quarter	$	18.35	$	17.10	$	0.16
Fourth Quarter (through December 29, 2005)	$	18.97	$	17.30	$	0.16
Fiscal Year 2004 (ending February 5, 2005)
First Quarter	$	22.25	$	15.34	$	0.16
Second Quarter	$	16.15	$	12.89	$	0.16
Third Quarter	$	13.46	$	11.40	$	0.16
Fourth Quarter	$	15.76	$	13.23	$	0.16
Fiscal Year 2003 (ending February 7, 2004)
First Quarter	$	13.65	$	12.18	$	0.14
Second Quarter	$	18.70	$	11.69	$	0.14
Third Quarter	$	22.95	$	15.13	$	0.16
Fourth Quarter	$	23.29	$	20.21	$	0.16

Shareholders of Record

      As of December 21, 2005, the market price of the Company’s common stock was $17.76 per share with 7,875,143 shares outstanding and approximately 1,600 holders of record.

Dividends

      The Company has paid and intends, from time to time in the future, to pay cash dividends on its common stock, as its Board of Directors deems appropriate, after consideration of the Company’s operating results, financial condition, cash requirements, general business conditions and such other factors as the Board of Directors deems relevant.

Sales and Purchases of Securities

      CPI purchased 406,780 shares of its common stock in a negotiated transaction on June 22, 2004. The Company paid $14.75 per share, for a total purchase price of approximately six million dollars ($6,000,000.00).

      On June 3, 2003, our Board of Directors authorized us to repurchase up to 405,043 shares of common stock on the open market from time to time depending on market conditions. Under this authorization, we purchased 54,200 shares of stock for $935,000 at an average price of $17.26 during 2003. As of February 5, 2005, we had remaining authorization to repurchase 350,843 shares. In addition, on June 22, 2004, we purchased 406,780 shares of our common stock for a purchase price of $14.75 per share in a private negotiated transaction. Additionally, we may make stock repurchases from time to time on the open market and/or in private transactions or even additional tender offers. Whether or not we make additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, CPI’s business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as CPI may consider relevant. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling stockholders than the terms of the tender offer. Rule 13e-4 of the Exchange Act prohibits CPI and its affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the expiration date of the tender offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

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      The Company publicly announced the tender offer on December 21, 2005 after the close of trading on the NYSE on that date. On December 21, 2005, the reported closing price of the shares on the NYSE was $17.76 per share. On December 29, 2005, the last trading day prior to the date of this offer to purchase, the reported closing price of the shares on the NYSE was $18.67 per share. We urge stockholders to obtain current market quotations for the shares.

Rights Agreement

      On March 13, 2000, the Board of Directors of CPI declared a dividend distribution of one Right for each outstanding share of its common stock to stockholders of record at the close of business on March 23, 2000 (the “Record Date”). Each Right entitles the record holder to purchase from the Company one one-hundredth of a share (“Preferred Stock Fraction”) of the Company’s Series A Participating Preferred Stock, without par value (the “Series A Preferred Stock”), at a price of Ninety-Six Dollars ($96.00) (the “Purchase Price”), subject to adjustment in certain circumstances. Except as otherwise provided in the Rights Agreement (as defined below), the Purchase Price may be paid, at the election of the registered holder, in cash or by certified bank check or money order payable to the order of CPI. The description and terms of the Rights are set forth in a Rights Agreement, dated as of March 13, 2000 (as it may be amended, modified or supplemented from time to time, the “Rights Agreement”), between the Company and Harris Trust and Savings Bank, as Rights Agent.

      Initially, the Rights will be attached to the certificates representing outstanding common stock, and no Rights Certificates will be distributed. The Rights will separate from the common stock and a “Distribution Date” will occur upon the earlier of (i) the close of business on the tenth day after the date (the “Stock Acquisition Date”) of a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding common stock, or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Company’s Board of Directors prior to such time as any person becomes an Acquiring Person) after the commencement of a tender offer or exchange offer if, upon consummation thereof, the person or group making such offer would be the beneficial owner of 20% or more of the outstanding common stock. Until the Distribution Date, (i) the Rights will be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (ii) new common stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated with the common stock represented by such certificate. As soon as practicable following the Distribution Date, Rights Certificates will be mailed to holders of record of the common stock as of the close of business on the Distribution Date and, thereafter, such separate Rights Certificates alone will evidence the Rights. Except in certain limited circumstances, only common stock issued prior to the Distribution Date will be issued with Rights.

      The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 13, 2010 unless earlier redeemed by the Company as described below.

      Except in the circumstances described below, after the Distribution Date each Right will be exercisable into a Preferred Stock Fraction. Each Preferred Stock Fraction carries voting and dividend rights that are intended to produce the equivalent of one share of common stock. The voting and dividend rights of the Series A Preferred Stock are subject to adjustment in the event of dividends, subdivisions and combinations with respect to the common stock of the Company. In lieu of issuing certificates for fractions of shares of Series A Preferred Stock (other than fractions which are integral multiples of Preferred Stock Fractions), the Company may pay cash in accordance with the Rights Agreement.

      In the event that, at any time following the Distribution Date, a Person becomes an Acquiring Person (other than pursuant to an offer for all outstanding common stock at a price and on terms which the majority of the independent Directors determine to be fair to, and otherwise in the best interests of, stockholders), the Rights Agreement provides that proper provision shall be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two (2) times the exercise price of the Right. In lieu of requiring payment of the Purchase Price upon exercise of the Rights following any such event, the Company may provide that each Right be exchanged for one share of common stock (or cash, property or other securities, as the case may be). The only right of a holder of Rights following the Company’s election to provide for such exchange shall be to receive the above described securities. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, any Rights that are, or (under

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certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person shall immediately become null and void.

      For example, at an exercise price of $96 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $192 worth of common stock (or other consideration, as noted above) for $96. Assuming that the common stock had a per share value of $24 at such time, the holder of each valid Right would be entitled to purchase eight shares of common stock for $96. Alternatively, the Company could permit the holder to surrender each Right in exchange for one share of common stock (with a value of $24) without the payment of any consideration other than the surrender of the Right.

      In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or consolidation in which the Company is not the surviving corporation, (ii) the Company engages in a merger or consolidation with another person in which the Company is the surviving corporation, but in which all or part of its common stock is changed or exchanged, or (iii) 50% or more of the Company’s assets or earning power is sold or transferred (except with respect to clauses (i) and (ii), a merger or consolidation (a) which follows an offer described in the second preceding paragraph and (b) in which the amount and form of consideration is the same as was paid in such offer), the Rights Agreement provides that proper provision shall be made so that each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon the exercise thereof, common stock of the acquiring company having a value equal to two (2) times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.”

      The Purchase Price payable, and the number of Preferred Stock Fractions or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on the Series A Preferred Stock or other capital stock, or a subdivision, combination or reclassification of the Series A Preferred Stock, (ii) upon the grant to holders of the Series A Preferred Stock of certain rights or warrants to subscribe for Series A Preferred Stock or securities convertible into Series A Preferred Stock at less than the current market price of the Series A Preferred Stock, or (iii) upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends payable in Series A Preferred Stock) or of subscription rights or warrants (other than those referred to above).

      With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Series A Preferred Stock (other than fractions which are integral multiples of Series A Preferred Stock Fractions) will be issued upon exercise of the Rights and, in lieu thereof, a cash payment will be made based on the market price of the Series A Preferred Stock on the last trading date prior to the date of exercise.

      At any time prior to the earlier of (i) the date on which a Section 11(a)(ii) Event (as defined in the Rights Agreement) occurs and (ii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right, payable in cash or securities or both (the “Redemption Price”). Immediately upon the action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

      Issuance of common stock upon exercise of Rights is subject to regulatory approval. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for common stock (or other consideration) of the Company or for common stock of the acquiring company as set forth above.

      Any of the provisions of the Rights Agreement, other than certain provisions relating to the principal economic terms of the Rights, may be amended by the Board of Directors of the Company prior to the Distribution Date. Thereafter, the provisions of the Rights Agreement may be amended by the Board in order: to cure any ambiguity, defect or inconsistency; to shorten or lengthen any time period under the Rights Agreement; or in any other respect that will not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person); provided that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.

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      The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company without conditioning the offer on the Rights being redeemed or a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors of the Company.

      The foregoing description of the preferred stock purchase rights is qualified in its entirety by reference to the Rights Agreement, a copy of which has been filed with the Securities and Exchange Commission as an exhibit to CPI’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on March 15, 2000. You may obtain copies of the current report and registration statement referred to in the preceding sentence in the manner provided in Section 10.

9. Source and Amount of Funds.

      Assuming that 1,500,000 shares are purchased in the tender offer at a price between $17.00 and $20.00 per share, the aggregate purchase price will be between approximately $25.5 million and $30.0 million. CPI intends to purchase the shares tendered with cash on hand at the closing of the tender offer and up to $22.0 million of borrowings under the contemplated Amended Credit Facility.

      The completion of the tender offer is subject to our successful completion of an amendment to our current credit facility, which we are currently negotiating (the “Amended Credit Facility”). As currently contemplated, the proposed Amended Credit Facility would, among other things, provide for up to a $40.0 million, three-year term loan (which reflects an increase of $22.0 million in the term loan of our existing credit facility) and a $25.0 million revolving credit facility and allow us to complete the tender offer at its current size. The Amended Credit Facility would replace our current credit facility. In the event that we do not complete the Amended Credit Facility or otherwise obtain additional financing, we may terminate the tender offer or amend the tender offer to reduce the number of shares that we will offer to purchase in the tender offer. In addition, we may fund a portion of the offering through cash on hand and funds obtained from our Rabbi Trust (the funding vehicle for our supplemental executive retirement plan). The funds provided by the Rabbi Trust would be acquired by the sale of a portion of our common stock that we purchase in the tender offer to the Rabbi Trust. If the Company uses funds obtained from the Rabbi Trust, the shares transferred to the Rabbi Trust will remain outstanding.

10. Certain Information Concerning CPI.

      CPI Corp. is a long-standing leader, based on sittings and related revenues, in the professional portrait photography of young children and families. From the single studio opened by its predecessor company in 1942, we have grown to 1,050 studios throughout the United States, Canada and Puerto Rico principally under license agreements with Sears, Roebuck & Co. (“Sears”). We have provided professional portrait photography for Sears’ customers since 1959 and have been the exclusive Sears portrait studio operator since 1986. In addition, we operate two websites which support and complement our studio operations; searsphotos.com serves as a vehicle for viewing and sharing portraits (after a portrait session), as well as ordering additional portraits and portrait-related products; searsportrait.com serves as a marketing and information resource conveying details about our products and services as well as special offers available in our studios.

      Selected Historical Financial Information and Selected Pro Forma Financial Information. The following table shows selected historical financial information for the fiscal year ended February 5, 2005 and the 40 weeks ended November 12, 2005. The following table also shows selected pro forma financial information for the same periods, giving effect to the following transactions (the “Transactions”):

•  The completion of tender offer for the purchase of 1,500,000 shares at $18.50 per share, the mid-point of the price range. For consistency with the balance sheet as of November 12, 2005 and the amount of cash available on that date, the pro forma financial information reflects that the Company purchased the shares with $3.5 million of cash, $22.0 million of borrowings under the term loan of the Amended Credit Facility and $2.3 million of borrowings under the line of credit of the Amended Credit Facility. The Company intends to use cash generated from operations after November 12, 2005 to fund a portion of the tender offer and therefore does not intend to borrow the $2.3 million under the line of credit and may borrow less than the full $22.0 million term loan;

•  the completion of the Amended Credit Facility; and

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•  the closing of the Company’s existing credit facility which was completed on December 1, 2005. The Company’s existing credit facility consists of an $18 million term loan and a $25 million revolving loan with a sub-facility for letters of credit in an amount not to exceed $15 million. All of the proceeds of the $18 million term loan under such credit facility was used to redeem all of the outstanding principal of the Company’s Senior Notes, pay all outstanding interest on the Senior Notes and pay a make-whole payment incurred in connection with the redemption of the Senior Notes.

      The pro forma information is based on our historical financial information for the year ended February 5, 2005 and for the 40 weeks ended November 12, 2005 and gives effect to the Transactions if they were completed on February 7, 2004 for income statement purposes and as of November 12, 2005 for the balance sheet information. The pro forma information reflects the related impact on interest income and interest expense of the refinancings included in the Transactions. The impact on interest income and interest expense reflected in the pro forma financial information is based on the interest rates of our current credit facility as well as the proposed Amended Credit Facility. The pro forma financial information is intended for informational purposes only and does not purport to be indicative of the results that would actually have been achieved if the tender offer had been completed at the date indicated or that may be achieved in the future.

      The summary historical consolidated financial data as of and for the fiscal year ended February 5, 2005 set forth below have been derived from the Company’s audited consolidated financial statements. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended February 5, 2005.

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			40 Weeks			40 Weeks			40 Weeks
			Ended			Ended			Ended			Fiscal Year			Fiscal Year			Fiscal Year
			November 12,			November 12,			November 12,			Ended			Ended			Ended
			2005			2005			2005			Feb. 5, 2005			Feb. 5, 2005			Feb. 5, 2005
			(Actual)			(Adjustments)			(Pro Forma)			(Actual)			(Adjustments)			(Pro Forma)
			(thousands except per share data)
STATEMENT OF OPERATIONS
	Net sales		$	188,999		$	—		$	188,999		$	281,865		$	—		$	281,865
	Cost of sales			25,178			—			25,178			36,899			—			36,899
	Selling, general and administrative expenses			158,540			—			158,540			219,367			—			219,367
	Depreciation and amortization			15,258			—			15,258			16,391			—			16,391
	Other charges and impairments			2,379			—			2,379			15,679			—			15,679
	Income (loss) from operations			(12,356	)		—			(12,356	)		(6,471	)		—			(6,471	)
	Interest expense, net			889			1,444	(a)		2,333			954			564	(h)		1,518
	Loss from extinguishment of debt			—			574	(b)		574			—			638	(i)		638
	Impairment and related obligations of preferred security interest			—			—			—			9,789			—			9,789
	Other income (expense), net			228			—			228			263			—			263
	Income (loss) from continuing operations before income taxes			(13,017	)		(2,018	)		(15,035	)		(16,951	)		(1,202	)		(18,153	)
	Income tax expense (benefit)			4,844			751	(c)		5,595			2,189			447	(j)		2,636
	Net income (loss) from continuing operations			(8,173	)		(1,267	)		(9,440	)		(14,762	)		(755	)		(15,517	)
	Loss from discontinued operations, net of income tax benefits			—			—			—			(3,746	)		—			(3,746	)
		Net earnings (loss)	$	(8,173	)	$	(1,267	)	$	(9,440	)	$	(18,508	)	$	(755	)	$	(19,263	)
SHARE AND PER SHARE DATA
	Net earnings (loss) from continuing operations — diluted		$	(1.04	)	$	(0.45	)	$	(1.49	)	$	(1.87	)	$	(1.14	)	$	(3.02	)
	Net earnings (loss) from continuing operations — basic			(1.04	)		(0.45	)		(1.49	)		(1.87	)		(1.14	)		(3.02	)
	Net earnings (loss) — diluted			(1.04	)		(0.45	)		(1.49	)		(2.35	)		(1.14	)		(3.49	)
	Net earnings (loss) — basic			(1.04	)		(0.45	)		(1.49	)		(2.35	)		(1.14	)		(3.49	)
	Dividends		$	0.48		$	—		$	0.48		$	0.64		$	—		$	0.64
	Average shares outstanding — diluted			7,846			(1,500	)		6,346			7,888			(1,500	)		6,388
	Average shares outstanding — basic			7,846			(1,500	)		6,346			7,888			(1,500	)		6,388
BALANCE SHEET
	Cash and cash equivalents		$	7,784		$	(4,784	)(d)	$	3,000
	Current assets			52,281			(4,784	)(d)		47,497
	Net fixed assets			45,709			—			45,709
	Assets of business transferred under contractual arrangements			8,172			—			8,172
	Reserve against assets of business transferred under contractual arrangements			(8,172	)		—			(8,172	)
	Assets of supplemental retirement plan			6,116			—			6,116
	Other assets			16,082			—			16,082
	Total assets			120,189			(4,784	)(d)		115,405
	Current maturities of long-term debt			8,580			3,286	(e)		11,866
	Other current liabilities			69,354			(770	)(f)		68,584
	Other liabilities			20,612			—			20,612
	Long-term debt, less current maturities			8,493			20,848	(e)		29,341
	Stockholders’ equity		$	13,150		$	(28,149	)(g)	$	(14,999	)
BOOK VALUE PER SHARE			$	1.68					$	(2.36	)

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(a)  Represents an increase in interest expense for the following:

•  $1.0 million due to higher interest rates on the proposed Amended Credit Facility compared to the Company’s current facility and changes in borrowing levels; and

•  Estimated financing fees related to the proposed Amended Credit Facility of $444,000.

(b)  Represents the following:

•  A $457,000 make-whole fee relating to the redemption of the Company’s Senior Notes; and

•  Estimated financing fees related to the proposed Amended Credit Facility ($90,000) and write-off of the remaining unamortized fees related to the redemption of the Company’s Senior Notes ($27,000).

(c)	Represents the income tax benefit generated in connection with the events described in footnotes (a) and (b) above.
(d)	Represents the following:

•  Cash obtained from the funding of the $40.0 million term loan portion of the proposed Amended Credit Facility;

•  Cash obtained from incremental revolving line of credit borrowings of $2.3 million under the revolving portion of the proposed Amended Credit Facility;

•  Cash used to purchase 1,500,000 of the Company’s shares in the proposed tender offer for an aggregate purchase price of $27.8 million;

•  Cash used to redeem the Company’s Senior Notes, including interest, totaling $17.6 million;

•  Cash used to pay $1.3 million of estimated financing fees/ costs related to the proposed Amended Credit Facility; and

•  Cash used to pay a $457,000 make-whole fee related to the redemption of the Company’s Senior Notes.

(e)  Represents the following:

•  Funding of the $40.0 million term loan portion of the proposed Amended Credit Facility;

•  Incremental revolving line of credit borrowings of $2.3 million related to the revolving portion of the proposed Amended Credit Facility;

•  Loan repayments of $17.1 million related to the redemption of the Company’s Senior Notes; and

•  Estimated deferred financing fees/ costs related to the proposed Amended Credit Facility of $1.1 million.

(f)  Represents the following:

•  The payment of $534,000 of interest expense in conjunction with the Company’s redemption of its Senior Notes; and

•  Tax benefits of $236,000 related to financing fees/ costs related to the proposed Amended Credit Facility and the make whole fee related to the redemption of the Company’s Senior Notes.

(g)  Represents the following:

•  The purchase of 1,500,000 of the Company’s shares in the proposed tender offer for an aggregate purchase price of $27.8 million; and

•  Estimated financing fees/ costs related to the proposed Amended Credit Facility and the make-whole fee related to the redemption of the Company’s Senior Notes, all net of the related tax benefit.

(h)  Represents the following:

•  Estimated financing fees related to the proposed Amended Credit Facility of $535,000; and

•  An increase in interest expense of $29,000 resulting from higher interest rates in the proposed Amended Credit Facility compared to the Company’s current facility and changes in borrowing levels.

(i)  Represents the following:

•  A $457,000 make-whole fee relating to the redemption of the Company’s Senior Notes; and

•  Estimated financing fees related to the proposed Amended Credit Facility ($90,000) and write-off of the remaining unamortized fees related to the redemption of the Company’s Senior Notes ($91,000).

(j)  Represents the income tax benefit generated in connection with the events described in footnotes (h) and (i) above.

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      Additional Information. CPI is subject to the information requirements of the Exchange Act, and, in accordance therewith, files periodic reports, proxy statements and other information relating to its business, financial condition and other matters. CPI is required to disclose in these proxy statements certain information, as of particular dates, concerning the CPI directors and executive officers, their compensation, stock options granted to them, the principal holders of the securities of CPI and any material interest of such persons in transactions with CPI. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, CPI has filed with the Securities and Exchange Commission an Issuer Tender Offer Statement on Schedule TO that includes additional information with respect to the tender offer. This material and other information may be inspected at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material can also be obtained by mail, upon payment of the Securities and Exchange Commission’s customary charges, by writing to the Public Reference Section at 100 F Street, N.E., Washington, D.C. 20549. The Securities and Exchange Commission also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. These reports, statements and other information concerning CPI also can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

      Incorporation by Reference. The rules of the Securities and Exchange Commission allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. These documents contain important information about us.

SEC Filings (File No. 1-8649)	Period or Date Filed
Annual Report on Form 10-K	Year ended February 5, 2005
Quarterly Reports on Form 10-Q	Quarter ended April 30, 2005 Quarter ended July 23, 2005 Quarter ended November 12, 2005
Current Reports on Form 8-K	May 23, 2005, June 28, 2005, July 15, 2005, July 20, 2005, July 27, 2005, August 18, 2005, September 8, 2005, December 8, 2005 and December 22, 2005

We incorporate by reference the documents listed above except that we do not incorporate portions of any document that is either (a) described in paragraph (i), (k) or (l) of Item 402 of Regulation S-K promulgated by the SEC or (b) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K. We also incorporate by reference any additional documents that we may file with the Securities and Exchange Commission between the date of this offer to purchase and the expiration of the tender offer. You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Investor Relations, CPI Corp., 1706 Washington Ave., St. Louis, Missouri 63103, telephone: (314) 231-1575. Please be sure to include your complete name and address in the request.

11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares.

      As of December 21, 2005, CPI had 7,875,143 issued and outstanding shares of common stock and outstanding options to purchase 176,020 of common stock. The 1,500,000 shares CPI is offering to purchase under the tender offer represent approximately 19.0% of the shares outstanding as of December 21, 2005 and 18.6% of the shares assuming exercise of all outstanding options.

      The following table sets forth a list of the Directors and Executive Officers of CPI as of December 21, 2005. The address of each person listed below is that of CPI.

Name(s)	Title
David M. Meyer	Chairman of the Board and Director
Paul C. Rasmussen	Chief Executive Officer
Gary W. Douglass	Executive Vice President, Finance and Chief Financial Officer
Renato Cataldo	Chief Operating Officer
Thomas P. Gallahue	Executive Vice President, Special Projects

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Name(s)	Title
Jane E. Nelson	General Counsel and Secretary
Richard L. Tarpley	Executive Vice President, Manufacturing
Ervin W. Schmitz	Chief Information Officer
Dale Heins	Vice President, Corporate Controller and Assistant Treasurer
James J. Abel	Director
Michael S. Koeneke	Director
Mark R. Mitchell	Director
John Turner White IV	Director

      As of December 21, 2005, CPI’s directors and executive officers as a group (13 individuals) beneficially owned an aggregate of 1,112,740 shares, representing approximately 14.1% of the outstanding shares. The directors and executive officers of CPI are entitled to participate in the tender offer on the same basis as all other stockholders. However, they have advised CPI that they do not intend to tender any shares in the tender offer. To CPI’s knowledge, none of CPI’s affiliates intends to tender any shares in the tender offer.

      The following table shows the amount of CPI shares beneficially owned by the directors and executive officers of CPI as of December 21, 2005. Column three of the table below reflects ownership percentages as of December 21, 2005. Column four of the table below reflects ownership percentages after giving effect to the tender offer, assuming CPI purchases 1,500,000 shares and that no director or executive officer of CPI tenders any shares. The address for each person set forth below is the address of CPI.

							Percent of Class After
	Amount and						Tender Offer (assuming CPI
	Nature of			Percent			purchases 1,500,000 shares
	Beneficial			of			and no director or executive
Name of Beneficial Owner	Ownership			Class			officer tenders)
Paul C. Rasmussen		14,585	(2)		*			*
Gary W. Douglass		24,787	(1)(3)		*			*
Renato Cataldo		5,587	(2)		*			*
Thomas P. Gallahue		15,823	(1)(3)		*			*
Dale Heins		4,059	(1)(2)(3)		*			*
Jane E. Nelson		5,058	(1)(3)		*			*
Ervin W. Schmitz		2,514	(2)(3)		*			*
Richard L. Tarpley		8,322	(1)(3)		*			*
James J. Abel		3,402	(5)		*			*
Michael S. Koeneke		986,751	(4)		12.5	%		15.5	%
David M. Meyer		1,021,313	(6)		12.9	%		16.0	%
Mark R. Mitchell		986,751	(7)		12.5	%		15.5	%
John Turner White IV		2,430	(8)		*			*

* Less than one percent.

(1)	Includes the following shares which such persons have the right to acquire within 60 days after December 21, 2005, upon the exercise of employee stock options: Mr. Douglass: 20,000 shares; Mr. Gallahue: 15,046 shares; Mr. Heins: 2,616 shares; Ms. Nelson: 2,912 shares; Mr. Tarpley: 5,290 shares; and directors and executive officers as a group: 45,864 shares.
(2)	Includes 14,085 shares of restricted stock granted to Mr. Rasmussen; 5,587 shares of restricted stock granted to Dr. Cataldo; 486 shares of restricted stock granted to Mr. Heins; 1,840 shares of restricted stock granted to Mr. Schmitz; and directors and executive officers as a group: 35,120 shares.
(3)	Includes 287 shares for Mr. Douglass; 277 shares for Mr. Gallahue; 977 shares for Ms. Nelson; 873 shares for Mr. Heins; 598 shares for Mr. Schmitz and 3,828 shares for executive officers as a group, all held under the CPI

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	Corp. Employees’ Profit Sharing Plan and Trust. The executives have neither voting power nor investment power with respect to these shares.
(4)	Consists of 2,430 restricted shares awarded in lieu of cash compensation for the 2005 Board retainer and 102,321 shares of common stock owned by Knightspoint Partners I, L.P. Mr. Koeneke is a Managing Member of the sole Member of the General Partner of Knightspoint Partners I, L.P. and has shared voting and dispositive power with respect to the 102,321 shares of common stock owned by Knightspoint Partners I, L.P. Also includes an aggregate of 882,000 shares of common stock owned by the Ramius related entities described in Note 7, as to which Mr. Koeneke has no voting or dispositive power and as to which he disclaims beneficial ownership. Under the rules of the Securities and Exchange Commission, Knightspoint Partners I, L.P., Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., and Ramius Master Fund, Ltd. may be deemed to be members of a group (the “Knightspoint Group”) and, as a result, each of the members may be deemed to beneficially own shares of common stock beneficially owned by each of the other members.
(5)	Consists of 2,430 restricted shares awarded in lieu of cash compensation for the 2005 Board retainer and 972 restricted shares awarded in lieu of cash compensation for service as Chairman of the Audit and Finance Committee and Chairman of the Nominating and Governance Committee.
(6)	Consists of 34,562 shares of common stock held personally, 2,430 restricted shares awarded in lieu of cash compensation for the 2005 Board retainer and 102,321 shares of common stock owned by Knightspoint Partners I, L.P. Mr. Meyer is a Managing Member of the sole Member of the General Partner of Knightspoint Partners I, L.P. and has shared voting and dispositive power with respect to the 102,321 shares of common stock owned by Knightspoint Partners I, L.P. Also includes an aggregate of 882,000 shares of common stock owned by the Ramius related entities described in Note 7, as to which Mr. Meyer has no voting or dispositive power and as to which he disclaims beneficial ownership. Under the rules of the Securities and Exchange Commission, Knightspoint Partners I, L.P., Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., and Ramius Master Fund, Ltd. may be deemed to be members of the Knightspoint Group and, as a result, each of the members may be deemed to beneficially own shares of common stock beneficially owned by each of the other members.
(7)	Includes 2,430 restricted shares awarded to Mr. Mitchell in lieu of cash compensation for the 2005 Board retainer. Mark Mitchell is a portfolio manager of RCG Ambrose Master Fund, Ltd (“Ambrose”). As such, Mr. Mitchell makes day-to-day investment decisions with respect to the securities held in Ambrose. In addition, Mr. Mitchell trades on behalf of affiliates of Ambrose, including Starboard Value & Opportunity Fund, LLC, Ramius Securities, LLC and Ramius Master Fund, Ltd. Currently, Ambrose, Ramius Securities, LLC, Ramius Master Fund, Ltd. and Starboard Value & Opportunity Fund, LLC (the “Ramius related entities”), hold 882,000 shares of common stock in the aggregate. The investment advisor to Ambrose is Ramius Capital Group, LLC. Ramius Securities, LLC is an affiliate and wholly owned subsidiary of Ramius Capital Group, LLC. The investment advisor to Ramius Master Fund, Ltd. is Ramius Advisors, LLC, another affiliate and wholly owned subsidiary of Ramius Capital Group, LLC. The managing member of Ramius Capital Group LLC is C4S & Co., LLC. Mark Mitchell is a limited partner of C4S & Co., LLC. The managing member of Starboard Value & Opportunity Fund, LLC is Admiral Advisors, LLC whose sole member is Ramius Capital Group, LLC. Mr. Mitchell does not have investment or voting control over shares held by any of Ambrose, Ramius Securities, LLC, Ramius Master Fund, Ltd. or Starboard Value & Opportunity Fund, LLC. Also includes 102,321 shares of common stock owned by Knightspoint Partners I, L.P., as to which Mr. Mitchell has no voting or dispositive power and as to which he disclaims beneficial ownership. Under the rules of the Securities and Exchange Commission, Knightspoint Partners I, L.P., Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., and Ramius Master Fund, Ltd. may be deemed to be members of the Knightspoint Group and, as a result, each of the members may be deemed to beneficially own shares of common stock beneficially owned by each of the other members.
(8)	Consists of restricted shares awarded in lieu of cash compensation for the 2005 Board retainer.

      Based on CPI’s records and information provided to CPI by its directors, executive officers, associates and subsidiaries, neither CPI, nor, to the best of CPI’s knowledge, any directors or executive officers of CPI or any associates or subsidiaries of CPI, has effected any transactions in shares during the 60 day-period before the date hereof.

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12. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act.

      The purchase by CPI of shares under the tender offer will reduce the number of shares that might otherwise be traded publicly and may reduce the number of CPI stockholders. These reductions may reduce the volume of trading in our shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the tender offer. As of December 21, 2005, we had issued and outstanding 7,875,143 shares. The 1,500,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 19.0% of the shares outstanding as of that date. Stockholders may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price higher or lower than the purchase price in the tender offer. We can give no assurance, however, as to the price at which a stockholder may be able to sell such shares in the future.

      CPI anticipates that there will be a sufficient number of shares outstanding and publicly traded following completion of the tender offer to ensure a continued trading market for the shares. Based upon published guidelines of the NYSE, CPI does not believe that its purchase of shares under the tender offer will cause the remaining outstanding shares of CPI common stock to be delisted from the NYSE.

      The shares are “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. CPI believes that, following the purchase of shares under the tender offer, the shares remaining outstanding will continue to be margin securities for purposes of the Federal Reserve Board’s margin rules and regulations.

      The shares are registered under the Exchange Act, which requires, among other things, that CPI furnish certain information to its stockholders and the Securities and Exchange Commission and comply with the Securities and Exchange Commission’s proxy rules in connection with meetings of the CPI stockholders. CPI believes that its purchase of shares under the tender offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

13. Legal Matters; Regulatory Approvals.

      Except as described above, CPI is not aware of any license or regulatory permit that appears material to its business that might be adversely affected by its acquisition of shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of shares by CPI as contemplated by the tender offer. Should any approval or other action be required, CPI presently contemplates that it will seek that approval or other action. CPI is unable to predict whether it will be required to delay the acceptance for payment of or payment for shares tendered under the tender offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. The obligations of CPI under the tender offer to accept for payment and pay for shares is subject to conditions. See Section 7.

14. U.S. Federal Income Tax Consequences.

      The following describes the material United States federal income tax consequences relevant to the tender offer. This discussion is based upon the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described herein and could be made on a retroactive basis.

      This discussion deals only with shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States or persons who hold shares as part of a hedge, straddle, constructive sale or conversion transaction). In particular, different rules may apply to shares received through the exercise of employee stock options or otherwise as compensation. This discussion does not address the state, local or foreign tax consequences of participating in the tender offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the tender offer.

      As used herein, a “Holder” means a beneficial holder of shares that is a citizen or resident of the United States, a corporation or a partnership created or organized in or under the laws of the United States or any State thereof, a trust

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whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or an estate the income of which is subject to United States federal income taxation regardless of its source.

      Holders of shares who are not United States holders (“foreign stockholders”) should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of the tender offer and should also see Section 3 for a discussion of the applicable United States withholding rules and the potential for obtaining a refund of all or a portion of any tax withheld.

      We urge stockholders to consult their tax advisors to determine the particular tax consequences to them of participating in the tender offer.

      Non-Participation in the Tender Offer. Holders of shares who do not participate in the tender offer will not incur any tax liability as a result of the consummation of the tender offer.

      Exchange of Shares Pursuant to the Tender Offer. An exchange of shares for cash pursuant to the tender offer will be a taxable transaction for United States federal income tax purposes. A Holder who participates in the tender offer will, depending on such Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the shares or as receiving a distribution from us with respect to our stock.

      Under Section 302 of the Code, a Holder will recognize gain or loss on an exchange of shares for cash if the exchange

•  results in a “complete termination” of all such Holder’s equity interest in us;

•  results in a “substantially disproportionate” redemption with respect to such Holder; or

•  is “not essentially equivalent to a dividend” with respect to such Holder.

      In applying the Section 302 tests, a Holder must take account of shares that such Holder constructively owns under attribution rules, pursuant to which the Holder will be treated as owning shares owned by certain family members (except that in the case of a “complete termination” a Holder may, under certain circumstances, waive attribution from family members) and related entities and shares that the Holder has the right to acquire by exercise of an option. An exchange of shares for cash will be a substantially disproportionate redemption with respect to a Holder if the percentage of the then outstanding shares owned by such Holder immediately after the exchange is less than 80% of the percentage of the shares owned by such Holder immediately before the exchange. If an exchange of shares for cash fails to satisfy the “substantially disproportionate” test, the Holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the Holder’s equity interest in us. An exchange of shares for cash that results in a relatively minor reduction of the proportionate equity interest in us of a Holder whose relative equity interest in us is minimal (an interest of less than one percent should satisfy this requirement) and who does not exercise any control over or participate in the management of our corporate affairs should be treated as “not essentially equivalent to a dividend.” Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

      Holders should be aware that it is possible that an acquisition or disposition of shares by a holder substantially contemporaneously with the offer will be taken into account in determining whether any of the three tests described above is satisfied. Holders should consult their tax advisors as to any effect of such an event on the application of these tests.

      If a Holder is treated as recognizing gain or loss from the disposition of the shares for cash, such gain or loss will be equal to the difference between the amount of cash received and such Holder’s tax basis in the shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange. Calculation of gain or loss must be made separately for each block of shares owned by a Holder. Under the tax laws, a Holder may be able to designate which blocks and the order of such blocks to be tendered pursuant to the Tender Offer.

      If a Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received by such Holder pursuant to the exchange will be treated as a dividend to the extent of the Holder’s allocable portion of our current and accumulated earnings and profits and then as a return of capital to the extent of the Holder’s basis in the shares exchanged and thereafter as capital gain. Provided certain holding period requirements are satisfied, non-corporate Holders generally will be subject to U.S. federal income tax at a maximum rate

33

of 15% on amounts treated as dividends. Such a dividend will be taxed at a maximum rate of 15% in its entirety, without reduction for the tax basis of the shares exchanged. To the extent that a purchase of a Holder’s shares by us in the tender offer is treated as the receipt by the Holder of a dividend, the Holder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased shares will be added to any shares retained by the Holder, subject, in the case of corporate stockholders, to reduction of basis or possible gain recognition under the “extraordinary dividend” provisions of the Code in an amount equal to the non-taxed portion of the dividend. To the extent that cash received in exchange for shares is treated as a dividend to a corporate Holder, (i) it will be eligible for a dividends-received deduction (subject to applicable limitations) and (ii) it will be subject to the “extraordinary dividend” provisions of the Code. Corporate Holders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.

      We cannot predict whether or the extent to which the tender offer will be oversubscribed. If the tender offer is oversubscribed, proration of tenders pursuant to the tender offer will cause us to accept fewer shares than are tendered. Therefore, a Holder can be given no assurance that a sufficient number of such Holder’s shares will be purchased pursuant to the tender offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for federal income tax purposes pursuant to the rules discussed above. However, see Section 6 regarding a Holder’s right to tender shares subject to the condition that CPI must purchase a specified minimum number of such Holder’s shares (if any are to be purchased).

      See Section 3 with respect to the application of federal income tax withholding and backup withholding.

      We urge stockholders to consult their tax advisor to determine the particular tax consequences to them of the tender offer, including the applicability and effect of state, local and foreign tax laws.

15. Extension of the Tender Offer; Termination; Amendment.

      CPI expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by CPI to have occurred, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and making a public announcement of the extension. CPI also expressly reserves the right, in its sole discretion, to terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of termination or postponement to the depositary and making a public announcement of termination or postponement. CPI’s reservation of the right to delay payment for shares that it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that CPI must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, CPI further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by CPI to have occurred, to amend the tender offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the tender offer to holders of shares or by decreasing or increasing the number of shares being sought in the tender offer. Amendments to the tender offer may be made at any time and from time to time effected by public announcement, the announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made under the tender offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of the change. Without limiting the manner in which CPI may choose to make a public announcement, except as required by applicable law, CPI shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release through PR Newswire.

      If CPI materially changes the terms of the tender offer or the information concerning the tender offer, CPI will extend the tender offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the Securities and Exchange Commission provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information.

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      If the Amended Credit Facility is not completed, we will issue a press release and the tender offer will remain open for an additional ten business days following such announcement. Additionally, the extension of the tender offer due to our inability to complete the Amended Credit Facility and the decrease in the number of shares that we will offer to purchase would be a material amendment to the tender offer requiring dissemination of amended tender offer documents.

      If CPI increases or decreases the price to be paid for shares or increases or decreases the number of shares being sought in the tender offer (including any decrease as a result in the failure to complete the Amended Credit Facility) and, if an increase in the number of shares being sought, such increase exceeds 2% of the outstanding shares, and

•  the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15,

•  the tender offer will be extended until the expiration of such ten business day period.

16. Fees and Expenses.

      CPI has retained Georgeson Shareholder Securities Corporation to act as the dealer manager in connection with the tender offer. Georgeson Shareholder Securities Corporation will receive reasonable and customary compensation. CPI also has agreed to indemnify Georgeson Shareholder Securities Corporation against certain liabilities in connection with the tender offer, including liabilities under the U.S. federal securities laws. In the ordinary course of its trading and brokerage activities, Georgeson Shareholder Securities Corporation and its affiliates may hold positions, for their own accounts or for those of their customers, in securities of CPI.

      CPI has retained Georgeson Shareholder Communications, Inc. to act as information agent and Computershare Trust Company of New York to act as depositary in connection with the tender offer. The information agent may contact holders of shares by mail, telephone, telegraph and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the tender offer to beneficial owners. The information agent and the depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed by CPI for specified reasonable out-of-pocket expenses, and will be indemnified against certain liabilities in connection with the tender offer, including certain liabilities under the U.S. federal securities laws.

      No fees or commissions will be payable by CPI to brokers, dealers, commercial banks or trust companies (other than fees to the dealer manager, the information agent and the trustee for CPI’s employee plans, as described above) for soliciting tenders of shares under the tender offer. We urge stockholders holding shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if stockholders tender shares through such brokers or banks and not directly to the depositary. CPI, however, upon request, will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of CPI, the dealer manager, the information agent, the depositary or the trustee for CPI’s employee plans for purposes of the tender offer. CPI will pay or cause to be paid all stock transfer taxes, if any, on its purchase of shares, except as otherwise provided in this document and Instruction 10 in the letter of transmittal.

17. Miscellaneous.

      CPI is not aware of any jurisdiction where the making of the tender offer is not in compliance with applicable law. If CPI becomes aware of any jurisdiction where the making of the tender offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, CPI will make a good faith effort to comply with the applicable law. If, after such good faith effort, CPI cannot comply with the applicable law, CPI will not make the tender offer to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of CPI by the dealer manager or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

      Pursuant to Rule 13e-4(c)(2) under the Exchange Act, CPI has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO,

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including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning CPI.

      CPI has not authorized any person to make any recommendation on behalf of CPI as to whether you should tender or refrain from tendering your shares in the tender offer. CPI has not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this offer to purchase or in the letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by CPI or the dealer manager.

December 30, 2005

      The letter of transmittal and share certificates and any other required documents should be sent or delivered by each stockholder or that stockholder’s broker, dealer, commercial bank, trust company or nominee to the depositary at one of its addresses set forth below.

The depositary for the tender offer is:

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company	For Eligible Institutions Only:	Computershare Trust Company
of New York	(212) 701-7636	of New York
Wall Street Station		Wall Street Plaza
P.O. Box 1010	For Confirmation Only Telephone:	88 Pine Street, 19th Floor
New York, NY 10268-1010	(212) 701-7600	New York, NY 10005

      Please direct any questions or requests for assistance to the information agent or the dealer manager at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of this offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. Stockholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. Please contact the depositary to confirm delivery of shares.

The Information Agent for the Offer is:

17 State Street

New York, NY 10004

Banks and Brokers call: (212) 440-9800

All others call toll free: (877) 255-0124

The dealer manager for the Offer is:

Georgeson Shareholder Securities Corporation

17 State Street, 10th Floor

New York, NY 10004

Telephone: (212) 440-9800

36 EX-99.(A)(1)(B) 3 c01105exv99wxayx1yxby.htm LETTER OF TRANSMITTAL

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock, Par Value $0.40 Per Share

(Including the associated Series A Participating Preferred Stock Purchase Rights)

of

CPI Corp.

Pursuant to the Offer to Purchase, dated December 30, 2005

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON MONDAY, JANUARY 30, 2006, UNLESS THE COMPANY EXTENDS THE TENDER OFFER.

The depositary for the tender offer is:

COMPUTERSHARE TRUST COMPANY OF NEW YORK

By Mail:

Computershare Trust Company
of New York
Wall Street Station
P.O. Box 1010
New York, NY 10268-1010 By Facsimile Transmission:

For Eligible Institutions Only:
(212) 701-7636
For Confirmation Only Telephone:
(212) 701-7600 By Hand or Overnight Courier:

Computershare Trust Company
of New York
Wall Street Plaza
88 Pine Street, 19th Floor
New York, NY 10005

*** Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration (attach additional signed list if necessary): See Instruction 7.

1st: 2nd: 3rd: 4th: 5th: 6th:

* Need not complete if shares are delivered by book-entry transfer.

** If you desire to tender fewer than all shares evidenced by any certificate(s) listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificate(s) will be deemed to have been tendered. See Instruction 4.

*** If you do not designate an order and CPI purchases less than all shares tendered due to proration, the depositary will select the shares that CPI will purchase. See Instruction 7.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please Fill in, if Blank, Exactly as	Certificate(s) Tendered
Name(s) Appear(s) on Certificate(s))	(Attach and Sign Additional List if Necessary)
		Number of
		Shares	Number of
	Certificate	Represented By	Shares
	Number(s)*	Certificate(s)*	Tendered**
	Total Shares Tendered

      Delivery of this letter of transmittal to an address other than one of those set forth above will not constitute a valid delivery. You must deliver this letter of transmittal to the depositary. Deliveries to CPI Corp. (“CPI”), Georgeson Shareholder Securities Corporation (the dealer manager for the tender offer) or Georgeson Shareholder Communications, Inc. (the information agent for the tender offer) will not be forwarded to the depositary and therefore will not constitute valid delivery to the depositary. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility will not constitute delivery to the depositary.

      You should use this letter of transmittal if you are causing the shares to be delivered by book-entry transfer to the depositary’s account at the Depositary Trust Company (“DTC,” which is hereinafter referred to as the “book-entry transfer facility”) pursuant to the procedures set forth in Section 3 of the offer to purchase. Only financial institutions that are participants in the book-entry transfer facility’s system may make book-entry delivery of the shares.

The information agent for the tender offer is:

Georgeson Shareholder Communications, Inc.

17 State Street

New York, NY 10004

Banks and Brokers call: (212) 440-9800

All others call toll free: (877) 255-0124

      BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

      You should use this letter of transmittal only if (1) you are also enclosing certificates for the shares you desire to tender, or (2) you intend to deliver certificates for such shares under a notice of guaranteed delivery previously sent to the depositary, or (3) you are delivering shares through a book-entry transfer into the depositary’s account at The Depository Trust Company (i.e., the book-entry transfer facility) in accordance with Section 3 of the offer to purchase.

      If you desire to tender shares in the tender offer, but you cannot deliver the certificates for your shares and all other required documents to the depositary by the expiration date (as set forth in the offer to purchase), or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your shares according to the guaranteed delivery procedures set forth in Section 3 of the offer to purchase. See Instruction 2. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

o  Check here if you are delivering tendered shares pursuant to a notice of guaranteed delivery that you previously sent to the depositary and complete the following:

Name(s) of Tendering Stockholder(s):

Date of Execution of notice of guaranteed delivery:

Name of Institution that Guaranteed Delivery:

o  Check here if any certificates evidencing the shares you are tendering with this letter of transmittal have been lost, stolen, destroyed or mutilated. If you check this box, you must complete an affidavit of loss and return it with your letter of transmittal. You should call Computershare Trust Company of New York, the depositary for this offer, at 1-800-245-7630 to get information about the requirements for replacement. You may be required to post a bond to secure against the risk that certificates may be subsequently recirculated. Please call Computershare Trust Company of New York immediately to obtain an affidavit of loss and to receive further instructions on how to proceed, so that the timely processing of this letter of transmittal will not be impeded. See Instruction 17.

2

o  Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered shares by book-entry transfer to an account maintained by the depositary at the book-entry transfer facility, and complete the following:

Name(s) of Tendering Institution:

Account Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

3

CHECK ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(SEE INSTRUCTION 5)

o  The undersigned wants to maximize the chance of having CPI purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by CPI pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share as low as $17.00.

 — OR — 

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(SEE INSTRUCTION 5)

      By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares tendered at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o	$17.00	o	$18.00	o	$19.00	o	$20.00
o	$17.25	o	$18.25	o	$19.25
o	$17.50	o	$18.50	o	$19.50
o	$17.75	o	$18.75	o	$19.75

You WILL NOT have validly tendered your shares

unless you check ONE AND ONLY ONE BOX IN THIS FRAME.

4

ODD LOTS

(See Instruction 6)

      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

      On the date hereof, the undersigned either (check one box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares; or

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

      In addition, the undersigned is tendering shares (check ONE box):

o  at the Purchase Price, which will be determined by CPI in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or

o  at the price per share indicated under the heading “Shares Tendered at Price Determined by Stockholder.”

CONDITIONAL TENDER

(See Instruction 12)

      A tendering stockholder may condition his or her tender of shares upon CPI purchasing a specified minimum number of the shares tendered, as described in Section 6 of the offer to purchase. Unless CPI purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, CPI will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that CPI must purchase from you if CPI purchases any shares from you, CPI will deem your tender unconditional.

o  The minimum number of shares that CPI must purchase from me if CPI purchases any shares from me, is:                      shares.

      If, because of proration, CPI will not purchase the minimum number of shares from you that you designate, CPI may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

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TENDER OF DIVIDEND REINVESTMENT PLAN SHARES

(See Instruction 9)

      This section is to be completed only if shares held in the Company’s Dividend Reinvestment Plan are to be tendered.

o  By checking this box, the undersigned represents that the undersigned is a participant in the Company’s Dividend Reinvestment Plan and hereby instructs Computershare Investor Services, LLC to tender on behalf of the undersigned the following number of shares credited to the Dividend Reinvestment Plan account of the undersigned:

                         ___________________ shares

o  By checking this box, the undersigned represents that the undersigned is a participant in the Company’s Dividend Reinvestment Plan and hereby instructs Computershare Investor Services, LLC to tender on behalf of the undersigned all of the shares credited to the Dividend Reinvestment Plan account of the undersigned.

      In addition, the undersigned is tendering shares (check ONE box):

o  at the Purchase Price, which will be determined by CPI in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or

o  at the price per share indicated under the heading “Shares Tendered at Price Determined by Stockholder.”

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 10 and 11)

      Complete this box ONLY if the check for the aggregate Purchase Price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at the book-entry transfer facility other than the account designated above.

Issue to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(See Substitute Form W-9 Included Herewith)

CHECK and COMPLETE IF APPLICABLE:

o  Credit shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1 and 11)

      Complete this box ONLY if the check for the aggregate Purchase Price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

Deliver to:

Name:

(Please Print)

Address:

(Include Zip Code)

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Ladies and Gentlemen:

      The undersigned hereby tenders to CPI Corp., a Delaware corporation (“CPI”), the above-described shares of CPI’s common stock, par value $0.40 per share, together with the associated Series A Participating Preferred Stock Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000, between CPI and Harris Trust and Savings Bank, as the Rights Agent (referred to herein as “associated preferred stock purchase rights”, and together with such shares, herein referred to as the “shares”). Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of any shares will also constitute a tender of the associated preferred stock purchase rights.

      The tender of the shares is being made at the price per share indicated in this letter of transmittal, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this letter of transmittal and in CPI’s offer to purchase, dated December 30, 2005, receipt of which is hereby acknowledged.

      Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this letter of transmittal in accordance with the terms of the tender offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of CPI all right, title and interest in and to all of the shares tendered hereby which are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased under the tender offer to or upon the order of CPI; and (3) appoints the depositary as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the depositary also acts as the agent of CPI, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

      (a) deliver certificates for shares, or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of CPI, upon receipt by the depositary, as the undersigned’s agent, of the Purchase Price with respect to such shares;

      (b) present certificates for such shares for cancellation and transfer on CPI’s books; and

      (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the tender offer.

      The undersigned understands that CPI will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $20.00 nor less than $17.00 per share (the “Purchase Price”), which it will pay for shares validly tendered and not validly withdrawn pursuant to the tender offer, after taking into account the number of shares so tendered and the prices specified by tendering stockholders. The undersigned understands that CPI will select the lowest purchase price that will allow it to purchase 1,500,000 shares or, if a lesser number of shares is validly tendered and not validly withdrawn, all such shares that are validly tendered and not validly withdrawn. The undersigned further understands that CPI reserves the right to purchase more than 1,500,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements as set forth in the tender offer. CPI will purchase all shares validly tendered at or below the Purchase Price and not validly withdrawn, subject to the conditions of the tender offer and the “odd lot” priority, proration and conditional tender provisions described in the offer to purchase. The undersigned understands that all stockholders whose shares are purchased by CPI will receive the same Purchase Price for each share purchased in the tender offer.

      The undersigned hereby covenants, represents and warrants to CPI that:

      (a) the undersigned has a net long position in the shares at least equal to the number of shares being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;

      (b) has full power and authority to tender, sell, assign and transfer the shares tendered hereby;

      (c) when and to the extent CPI accepts the shares for purchase, CPI will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

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      (d) the undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or CPI to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase; and

      (e) the undersigned has read and agrees to all of the terms of the tender offer.

      The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the offer to purchase and in the Instructions to this letter of transmittal will constitute an agreement between the undersigned and CPI upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will CPI pay interest on the Purchase Price.

      The undersigned recognizes that under certain circumstances set forth in the offer to purchase, CPI may terminate or amend the tender offer; or may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all of the shares tendered hereby. The undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above.

      The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered hereby. The certificate numbers, the number of shares represented by such certificates, and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

      Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of shares tendered by book-entry transfer, by credit to the account at the book-entry transfer facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery Instructions” are completed, please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

      The undersigned recognizes that CPI has no obligation, under the Special Payment Instructions, to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if CPI purchases none of the shares represented by such certificate or tendered by such book-entry transfer.

      All authority conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the offer to purchase, this tender is irrevocable.

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STOCKHOLDER(S) SIGN HERE

(See Instructions 1 and 8)

(Please Complete Substitute Form W-9)

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 8.

Signature(s) of Stockholder(s)

Dated: ______________________________ , 2006

Name(s)

(Please Print)

Capacity (full title):

Address:

Please Include Zip Code

(Area Code) Telephone Number:

Taxpayer Identification or

Social Security No.:

GUARANTEE OF SIGNATURE(S)

(If Required, See Instructions 1 and 8)

Authorized Signature

Name(s) 

Name of Firm

Address

Address Line 2

(Area Code) Telephone No.

Dated: ______________________________ , 2006

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INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS OF THE TENDER OFFER

      1. Guarantee of Signatures. Except as otherwise provided in this Instruction, all signatures on this letter of transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this letter of transmittal need not be guaranteed if either (a) this letter of transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this letter of transmittal, shall include any participant in the book-entry transfer facility whose name appears on a security position listing as the owner of shares) tendered herewith and such holder(s) have not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this letter of transmittal; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 8. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

      2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. You should use this letter of transmittal only if you are (a) forwarding certificates with this letter of transmittal, (b) going to deliver certificates under a notice of guaranteed delivery previously sent to the depositary, or (c) causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the offer to purchase. In order for you to validly tender shares, the depositary must receive certificates for all physically tendered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the depositary’s account at the book-entry transfer facility, together in each case with a properly completed and duly executed letter of transmittal, or an Agent’s Message in connection with book-entry transfer, and any other documents required by this letter of transmittal, at one of its addresses set forth in this letter of transmittal by the expiration date (as defined in the offer to purchase).

      The term “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that CPI may enforce this agreement against the participant.

      Guaranteed Delivery. If you cannot deliver your shares and all other required documents to the depositary by the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your shares, pursuant to the guaranteed delivery procedure described in Section 3 of the offer to purchase, by or through any Eligible Institution. To comply with the guaranteed delivery procedure, you must (1) properly complete and duly execute a notice of guaranteed delivery substantially in the form provided to you by CPI, specifying the price at which you are tendering your shares, including (where required) a Guarantee by an Eligible Institution in the form set forth in the notice of guaranteed delivery; (2) arrange for the depositary to receive the notice of guaranteed delivery by the expiration date; and (3) ensure that the depositary receives the certificates for all physically tendered shares or book-entry confirmation of electronic delivery of shares, as the case may be, together with a properly completed and duly executed letter of transmittal with any required signature guarantees or an Agent’s Message, and all other documents required by this letter of transmittal, within three New York Stock Exchange, Inc. trading days after receipt by the depositary of such notice of guaranteed delivery, all as provided in Section 3 of the offer to purchase.

      The notice of guaranteed delivery may be delivered by hand, facsimile transmission or mail to the depositary and must include, if necessary, a guarantee by an eligible guarantor institution in the form set forth in such notice. For shares to be tendered validly under the guaranteed delivery procedure, the depositary must receive the notice of guaranteed delivery before the expiration date.

      The method of delivery of all documents, including certificates for shares, is at the option and risk of the tendering stockholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure delivery.

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      Except as specifically permitted by Section 6 of the offer to purchase, CPI will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares. By executing this letter of transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

      3. Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers, the number of shares represented by the certificate(s) and the number of shares tendered with respect to each certificate on a separate signed schedule attached to this letter of transmittal.

      4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders who tender by book-entry transfer.) If you wish to tender (i.e., offer to sell) fewer than all of the shares evidenced by any certificate(s) that you deliver to the depositary, fill in the number of shares that you wish to tender (i.e., offer for sale) in the column entitled “Number of Shares Tendered.” In this case, if CPI purchases some but not all of the shares that you tender, CPI will issue to you a new certificate for the unpurchased shares. The new certificate will be sent to the registered holder(s) as promptly as practicable after the expiration date. Unless you indicate otherwise, all shares represented by the certificate(s) listed and delivered to the depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, any tendered but unpurchased shares will be credited to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the stockholder.

      5. Indication of Price at Which Shares are Being Tendered. In order to validly tender your shares by this letter of transmittal, you must either

      a. check the box under “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER” in order to maximize the chance of having CPI purchase all of the shares that you tender (subject to the possibility of proration); OR

      b. check one of the boxes indicating the price per share at which you are tendering shares in the section entitled “SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER.”

      YOU MUST CHECK ONE, AND ONLY ONE, BOX. If you check more than one box or no boxes, then you will be deemed not to have validly tendered your shares. If you wish to tender portions of your different share holdings at different prices, you must complete a separate letter of transmittal for each price at which you wish to tender each such portion of your share holdings. You cannot tender the same shares at more than one price (unless, prior to tendering previously tendered shares at a new price, you validly withdrew those shares in accordance with Section 4 of the offer to purchase).

      By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the Purchase Price resulting from the tender offer process, which may be as low as $17.00 or as high as $20.00 per share. By checking a box under “Shares Tendered at Price Determined by Stockholder,” you acknowledge that doing so could result in none of the shares you tender being purchased if the Purchase Price for the shares turns out to be less than the price you selected.

      6. Odd Lots. As described in Section 1 of the offer to purchase, if CPI purchases fewer than all shares properly tendered before the expiration date and not properly withdrawn, CPI will first purchase all shares tendered by any stockholder who (a) owns, beneficially or of record, an aggregate of fewer than 100 shares, and (b) tenders all of his or her shares at or below the Purchase Price. You will only receive this preferential treatment if you own fewer than 100 shares and tender ALL of the shares you own at or below the Purchase Price. Even if you otherwise qualify for “odd lot” preferential treatment, you will not receive such preference unless you complete the section entitled “Odd Lots” in this letter of transmittal.

      7. Order of Purchase in the Event of Proration. As described in Section 1 of the offer to purchase, stockholders may specify the order in which their shares are to be purchased in the event that, as a result of proration or otherwise, CPI purchases some but not all of the tendered shares pursuant to the terms of the tender offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that CPI purchases. See Sections 1, 6 and 14 of the offer to purchase.

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      8. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

      a. Exact Signatures. If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

      b. Joint Holders. If the shares are registered in the names of two or more persons, ALL such persons must sign this letter of transmittal.

      c. Different Names on Certificates. If any tendered shares are registered in different names on several certificates, you must complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates.

      d. Endorsements. If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment of the Purchase Price is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s). Signature(s) on any such certificate(s) or stock powers must be guaranteed by an Eligible Institution.

      If this letter of transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, or if payment is to be made to a person other than the registered holder(s), the certificate(s) for the shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such shares, and the signature(s) on such certificates or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

      If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the depositary evidence satisfactory to CPI that such person has authority so to act.

      9. Dividend Reinvestment Plan. If a tendering stockholder desires to tender pursuant to the Offer Shares credited to the stockholder’s account under the Company’s Dividend Reinvestment Plan (the “Dividend Reinvestment Plan”), the box captioned “Tender of Dividend Reinvestment Plan Shares” should be completed. A participant in the Dividend Reinvestment Plan may complete such box on only one Letter of Transmittal submitted by such participant. If a participant submits more than one Letter of Transmittal and completes such box on more than one letter of transmittal, the participant will be deemed to have elected to tender all shares credited to the stockholder’s account under the Dividend Reinvestment Plan at the lowest of the prices specified in such letters of transmittal.

      If a stockholder authorizes a tender of shares held in the Dividend Reinvestment Plan, all such shares credited to such stockholder’s account(s), including fractional shares, will be tendered, unless otherwise specified in the appropriate space in the box captioned “Tender of Dividend Reinvestment Plan Shares.” In the event that the box captioned “Tender of Dividend Reinvestment Plan Shares” is not completed, no shares held in the tendering stockholder’s account will be tendered. See Section 3 of the offer to purchase for a further explanation of the procedures for tendering and consequences of tendering Dividend Reinvestment Plan Shares. If a participant tenders all of such participant’s Dividend Reinvestment Plan Shares and all such shares are purchased by the Company pursuant to the Offer, such tender will be deemed to be authorization and written notice to Computershare Investor Services, LLC of termination of such participant’s participation in the Dividend Reinvestment Plan.

      10. Stock Transfer Taxes. Except as provided in this Instruction 10, no stock transfer tax stamps or funds to cover such stamps need to accompany this letter of transmittal. CPI will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased under the tender offer. If, however:

      a. payment of the Purchase Price is to be made to any person other than the registered holder(s);

      b. certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; OR

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      c. tendered certificates are registered in the name of any person(s) other than the person(s) signing this letter of transmittal,

then the depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this letter of transmittal.

      11. Special Payment and Delivery Instructions. If any of the following conditions holds:

      a. check(s) for the Purchase Price of any shares purchased pursuant to the tender offer are to be issued to a person other than the person(s) signing this letter of transmittal; or

      b. check(s) for the Purchase Price are to be sent to any person other than the person signing this letter of transmittal, or to the person signing this letter of transmittal, but at a different address; or

      c. certificates for any shares not tendered, or tendered but not purchased, are to be returned to and in the name of a person other than the person(s) signing this letter of transmittal,

then, in each such case, you must complete the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” as applicable in this letter of transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 8.

      12. Conditional Tenders. As described in Sections 1 and 6 of the offer to purchase, stockholders may condition their tenders on CPI purchasing all of their shares, or specify a minimum number of shares that CPI must purchase for the tender of any of their shares to be effective. If you wish to make a conditional tender you must indicate this choice in the box entitled “Conditional Tender” in this letter of transmittal or, if applicable, the notice of guaranteed delivery; and you must calculate and appropriately indicate, in the space provided, the minimum number of shares that CPI must purchase if CPI purchases any shares.

      As discussed in Sections 1 and 6 of the offer to purchase, proration may affect whether CPI accepts conditional tenders. Proration may result in all of the shares tendered pursuant to a conditional tender being deemed to have been withdrawn, if CPI could not purchase the minimum number of shares required to be purchased by the tendering stockholder due to proration. If, because of proration, CPI will not purchase the minimum number of shares that you designate, CPI may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your shares and must have checked the box so indicated. Upon selection by random lot, if any, CPI will limit its purchase in each case to the designated minimum number of shares.

      If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration.

      All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is checked and appropriately completed. When deciding whether to tender shares conditionally, we urge each stockholder to consult his or her own tax advisor.

      13. Tax Identification Number and Backup Withholding. Under the federal income tax laws, the depositary will be required to withhold 28% of the amount of any payments made to certain stockholders pursuant to the tender offer. In order to avoid such backup withholding, each tendering stockholder that is a U.S. person (including a U.S. resident alien) must provide the depositary with such stockholder’s correct taxpayer identification number by completing the Substitute Form W-9 set forth below.

      In general, if a stockholder is an individual, the taxpayer identification number is the social security number of such individual. If the depositary is not provided with the correct taxpayer identification number, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such stockholder pursuant to the tender offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the depositary that a foreign individual qualifies as an exempt recipient,

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such stockholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. You can obtain such statements from the depositary.

      For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

      Failure to complete the Substitute Form W-9 will not, by itself, cause shares to be deemed invalidly tendered, but may require the depositary to withhold 28% of the amount of any payments made pursuant to the tender offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the taxpayer may obtain a refund, provided that the required information is furnished to the Internal Revenue Service.

      NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

      Unless CPI determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, CPI will be required to withhold federal income tax at a rate of 30% from such gross proceeds paid to a foreign stockholder or his agent. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, (iii) a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or (iv) an estate the income of which is subject to United States federal income taxation regardless of its source. A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in the offer to purchase under the caption “The Tender Offer — 14. U.S. Federal Income Tax Consequences” or if such stockholder is entitled to a reduced rate of withholding pursuant to a treaty and CPI withheld at a higher rate.

      In order to obtain a reduced rate of withholding under a tax treaty, a foreign stockholder must deliver to the depositary, before the payment, a properly completed and executed statement claiming such an exemption or reduction. A stockholder can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the depositary a properly executed statement claiming exemption. A stockholder can obtain such statements from the depositary. We urge foreign stockholders to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

      14. Irregularities. CPI will determine in its sole discretion all questions as to the Purchase Price, the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. CPI reserves the absolute right to reject any or all tenders of shares it determines not be in proper form or the acceptance of which or payment for which may, in the opinion of CPI, be unlawful. CPI also reserves the absolute right to waive any of the conditions of the tender offer and any defect or irregularity in the tender of any particular shares, and CPI’s interpretation of the terms of the tender offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as CPI shall determine. None of CPI, the dealer manager (as defined in the offer to purchase), the depositary, the information agent (as defined in the offer to purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

15

      15. Questions; Requests for Assistance and Additional Copies. Please direct any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer.

      16. Stock Option Plans. If you hold vested options in CPI’s stock option plans, then you may exercise such vested options by paying the cash exercise price and receiving shares which you may then tender in accordance with the terms of the tender offer. An exercise of an option cannot be revoked even if shares received upon exercise thereof and tendered in the offer are not purchased in the offer for any reason.

      17. Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate representing any shares has been lost, stolen, destroyed or mutilated, you should notify Computershare Trust Company of New York, the depositary for this offer, by calling 1-800-245-7630 and asking for instructions on obtaining replacement certificate(s) at the address specified on the cover of this letter of transmittal. The depositary will require you to complete an affidavit of loss and return it to depositary. You will then be instructed by the depositary as to the steps you must take in order to replace the certificate. You may be required to post a bond to secure against the risk that the certificate may be subsequently recirculated.

      We cannot process this letter of transmittal and related documents until you have followed the procedures for replacing lost, stolen, destroyed or mutilated certificates. We urge you to contact the depositary immediately, in order to receive further instructions, for a determination as to whether you will need to post a bond, and to permit timely processing of this documentation.

      Important: The depositary must receive this letter of transmittal (together with certificate(s) for shares or confirmation of book-entry transfer and all other required documents) or, if applicable, the notice of guaranteed delivery, before the expiration date.

16

YOU MUST COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW. Please provide your social security number or other taxpayer identification number (“TIN”) and certify that you are not subject to backup withholding.

SUBSTITUTE FORM W-9

Department of the Treasury Internal Revenue Service

Payer’s Request for TIN and Certification

Name:

Please check the appropriate box indicating your status:	o Exempt from backup
o Individual/ Sole proprietor  o Corporation  o Partnership  o Other	withholding

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Part I    Taxpayer Identification Number (“TIN”)

PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below and see “IMPORTANT TAX INFORMATION.” Social Security Number

OR

Employer Identification Number

Part II    Certification

Under penalties of perjury, I certify that:

        (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

        (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

        (3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign	Signature of
Here	U.S. Person	Date

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION.”

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”

INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign	Signature of
Here	U.S. Person	Date

17

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the name and
		SOCIAL SECURITY
For this type of account:		number of
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)

		Give the name and
		EMPLOYER IDENTIFICATION
For this type of account:		number of
6.	Sole proprietorship or single-member LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

     NOTE:    If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

18

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

      If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

       1. An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

       2. The United States or any of its agencies or instrumentalities.

       3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

       4. A foreign government or any of its political subdivisions, agencies or instrumentalities.

       5. An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

       6. A corporation.

       7. A foreign central bank of issue.

       8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

       9. A futures commission merchant registered with the Commodity Futures Trading Commission.

      10. A real estate investment trust.

      11. An entity registered at all times during the tax year under the Investment Company Act of 1940.

      12. A common trust fund operated by a bank under Section 584(a).

      13. A financial institution.

      14. A middleman known in the investment community as a nominee or custodian.

      15. A trust exempt from tax under Section 664 or described in Section 4947.

      The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for...	THEN the payment is exempt for...
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide

19

this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

      (1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

      (2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

      (3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

      The letter of transmittal and certificates for shares and any other required documents should be sent or delivered by each tendering stockholder or its broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth on the cover letter of this letter of transmittal.

      Any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery may be directed to the information agent at the telephone number and address set forth below. You may also contact the dealer manager or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer. To confirm delivery of your shares, please contact the depositary.

The information agent for the tender offer is:

Georgeson Shareholder Communications, Inc.

17 State Street

New York, New York 10004

Bank and brokers call: (212) 440-9800

All others call toll-free: (877) 255-0124

The dealer manager for the tender offer is:

Georgeson Shareholder Securities Corporation

17 State Street, 10th Floor

New York, New York 10004

Telephone: (212) 440-9800

20 EX-99.(A)(1)(C) 4 c01105exv99wxayx1yxcy.htm NOTICE OF GUARANTEED DELIVERY

NOTICE OF GUARANTEED DELIVERY

(Not to be Used for Signature Guarantee)

for

Offer to Purchase for Cash

Up to 1,500,000 Shares of its Common Stock

(Including the associated Series A Participating Preferred Stock Purchase Rights)

At a Purchase Price Not Greater Than $20.00

Nor Less Than $17.00 Per Share

by

CPI Corp.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JANUARY 30, 2006 UNLESS CPI EXTENDS THE TENDER OFFER.

       As set forth in Section 3 of the offer to purchase, dated December 30, 2005, you should use this notice of guaranteed delivery (or a facsimile of it) to accept the tender offer (as defined herein) if:

      (a) your share certificates are not immediately available or you cannot deliver certificates representing shares of common stock, par value $0.40 per share (including the associated Series A Preferred Stock Purchase Rights, and together with such shares the “shares”) of CPI Corp., a Delaware corporation (“CPI”), prior to the “expiration date” (as defined in Section 1 of the offer to purchase); or

      (b) the procedure for book-entry transfer cannot be completed before the expiration date (as specified in Section 1 of the offer to purchase); or

      (c) time will not permit a properly completed and duly executed letter of transmittal and all other required documents to reach the depositary referred to below before the expiration date.

      You may deliver this notice of guaranteed delivery (or a facsimile of it), signed and properly completed, by hand, mail, overnight courier or facsimile transmission so that the depositary receives it before the expiration date. See Section 3 of the offer to purchase and Instruction 2 to the letter of transmittal.

The depositary for the tender offer is:

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company	For Eligible Institutions Only:	Computershare Trust Company
of New York	(212) 701-7636	of New York
Wall Street Station		Wall Street Plaza
P.O. Box 1010	For Confirmation Only Telephone:	88 Pine Street, 19th Floor
New York, NY 10268-1010	(212) 701-7600	New York, NY 10005

      Delivery of this notice of guaranteed delivery to an address other than those shown above or transmission of instructions via the facsimile number other than the one listed above does not constitute a valid delivery.

      Deliveries to CPI, to the dealer manager of the tender offer or to the information agent of the tender offer will not be forwarded to the depositary and therefore will not constitute valid delivery. Deliveries to the book-entry transfer facility (as defined in the offer to purchase) will not constitute valid delivery to the depositary.

      You cannot use this notice of guaranteed delivery form to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an “eligible guarantor institution” (as defined in Section 3 of the offer to purchase) under the instructions thereto, such signature must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

      The undersigned hereby tenders to CPI the number of shares indicated below, at the price per share indicated below, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase and the related letter of transmittal, which together (and as each may be amended and supplemented from time to time) constitute the tender offer, and the receipt of which is hereby acknowledged. This tender is being made pursuant to the guaranteed delivery procedure set forth in Section 3 of the offer to purchase. Unless the associated Series A Participating Preferred Stock Purchase Rights are redeemed prior to the expiration of the tender offer, a tender of any shares will also constitute a tender of the associated Series A Participating Preferred Stock Purchase Rights.

Number of Shares Being Tendered Hereby:                      Shares

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO

NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(See Instruction 5 of the letter of transmittal)

o  The undersigned wants to maximize the chance of having CPI purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by CPI pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share of as low as $17.00.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 of the letter of transmittal)

      By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate notice of guaranteed delivery for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o	$17.00	o	$18.00	o	$19.00	o	$20.00
o	$17.25	o	$18.25	o	$19.25
o	$17.50	o	$18.50	o	$19.50
o	$17.75	o	$18.75	o	$19.75

You WILL NOT have validly tendered your shares

unless you check ONE AND ONLY ONE BOX ON THIS PAGE.

ODD LOTS

(See Instruction 6 of the letter of transmittal)

      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

      On the date hereof, the undersigned either (check one box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares,

OR

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

      In addition, the undersigned is tendering shares (check ONE box):

o  at the Purchase Price, which will be determined by CPI in accordance with the terms of the tender offer (persons checking this box should check the first box on page 3 of this notice of guaranteed delivery, under the heading “Shares Tendered at Purchase Price Pursuant to the Tender Offer”); or

o  at the price per share indicated under the heading, “Price (in Dollars) Per Share at Which Shares Are Being Tendered” on page 3 of this notice of guaranteed delivery.

CONDITIONAL TENDER

(See Instruction 12 of the letter of transmittal)

      A tendering stockholder may condition such stockholder’s tender of any shares upon the purchase by CPI of a specified minimum number of the shares such stockholder tenders, as described in Section 6 of the offer to purchase. Unless CPI purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, CPI will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that CPI must purchase if CPI purchases any shares, CPI will deem your tender unconditional.

o  The minimum number of shares that CPI must purchase if CPI purchases any shares, is:                      shares.

      If, because of proration, CPI will not purchase the minimum number of shares that you designate, CPI may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

STOCKHOLDERS COMPLETE AND SIGN BELOW

Certificate No.(s) (if available):	Signature(s) of Stockholder(s):
	Date:
	Date:
	Date:

Name(s) of Stockholders: Area Code & Phone No.: Address(es) of Stockholders:

If shares will be tendered by book-entry transfer provide the following information:

Name of Tendering Institution: Account No:

GUARANTEE

(Not to be used for Signature Guarantee)

      The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Guarantor Institution”) guarantees the delivery of the shares tendered hereby to the depositary, in proper form for transfer, or a confirmation that the shares tendered hereby have been delivered under the procedure for book-entry transfer set forth in the offer to purchase into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal and any other required documents, all within three New York Stock Exchange trading days of the date hereof.

Name of Firm:	Name of Firm:
Authorized Signature:	Authorized Signature:
Name:	Name:
Title:	Title:
Address:	Address:
Zip Code:	Zip Code:
Area Code and Telephone Number:	Area Code and Telephone Number:
Dated:	Dated:
---------------------------------------------- , 2006	---------------------------------------------- , 2006

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.

SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EX-99.(A)(1)(B)

exv99wxayx1yxby

EX-99.(A)(1)(C)

exv99wxayx1yxcy

EX-99.(A)(1)(D)

Offer to Purchase for Cash

Up to 1,500,000 Shares of its Common Stock

(Including the associated Series A Participating Preferred Stock Purchase Rights)

At a Purchase Price Not Greater Than $20.00

Nor Less Than $17.00 Per Share

by

CPI Corp.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JANUARY 30, 2006, UNLESS CPI EXTENDS THE TENDER OFFER.

December 30, 2005

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      CPI Corp., a Delaware corporation (“CPI”), has appointed us to act as the dealer manager in connection with its offer to purchase for cash up to 1,500,000 shares of its common stock, par value $0.40 per share, including the associated Series A Participating Preferred Stock Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000, between CPI and Harris Trust and Savings Bank, as Rights Agent (the “associated preferred stock purchase rights,” and together with such shares, the “shares”), at a price not greater than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest. The terms and conditions of the tender offer are set forth in CPI’s offer to purchase, dated December 30, 2005 and the letter of transmittal, which together (and as each may be amended and supplemented from time to time) constitute the tender offer. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of shares will also constitute a tender of the associated preferred stock purchase rights.

      CPI will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $20.00 nor less than $17.00 per share (the “Purchase Price”), that it will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. CPI will select the lowest Purchase Price that will allow it to purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $20.00 nor less than $17.00 per share, under the tender offer. All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not validly withdrawn will be purchased by CPI at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions thereof. See Section 1 of the offer to purchase. Shares tendered at prices in excess of the Purchase Price and shares that CPI does not accept for purchase because of proration or conditional tenders will be returned at CPI’s expense to the stockholders that tendered such shares, as promptly as practicable after the expiration date. CPI expressly reserves the right, in its sole discretion, to purchase more than 1,500,000 shares under the tender offer, subject to applicable law.

      If, at the expiration date more than 1,500,000 shares (or such greater number of shares as CPI may elect to purchase, subject to applicable law) are properly tendered at or below the Purchase Price and not properly withdrawn, CPI will buy shares:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the expiration date;

•  second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit CPI to purchase 1,500,000 shares (or such greater number of shares as CPI may elect to purchase, subject to applicable law) from holders who have tendered shares subject to the condition that CPI purchase a specified minimum number of the holder’s shares if CPI purchases any of the holder’s shares in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

      The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 of the offer to purchase.

      For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

      1. Offer to Purchase, dated December 30, 2005;

      2. Letter to Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the tender offer;

      3. Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Substitute Form W-9, and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9;

      4. Notice of Guaranteed Delivery, to be used to accept the tender offer in the event that you are unable to deliver the share certificates, together with all other required documents, to the depositary before the expiration date, or if the procedure for book-entry transfer cannot be completed before the expiration date; and

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 30, 2006, UNLESS CPI EXTENDS THE TENDER OFFER.

      No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any person for soliciting tenders of shares under the tender offer other than fees paid to the dealer manager and the information agent, the depositary and the trustee for certain CPI employee plans, as described in the offer to purchase. CPI will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of shares held by them as a nominee or in a fiduciary capacity. CPI will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the tender offer, except as otherwise provided in the offer to purchase and letter of transmittal (see Instruction 10 of the letter of transmittal). No broker, dealer, bank, trust company or fiduciary shall be deemed to be either our agent or the agent of CPI, the depositary, or the information agent for purposes of the tender offer.

      For shares to be properly tendered pursuant to the tender offer, the depositary must timely receive (1) the share certificates or confirmation of receipt of such shares under the procedure for book-entry transfer, together with a properly completed and duly executed letter of transmittal, including any required signature guarantees or an “agent’s message” (as defined in the offer to purchase and the letter of transmittal) and any other documents required pursuant to the tender offer, or (2) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the instructions set forth in the offer to purchase and letter of transmittal.

      Stockholders (a) whose share certificates are not immediately available or who will be unable to deliver to the depositary the certificate(s) for the shares being tendered and all other required documents before the expiration date, or (b) who cannot complete the procedures for book-entry transfer before the expiration date, must tender their shares according to the procedure for guaranteed delivery set forth in Section 3 of the offer to purchase.

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      Neither CPI nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering all or any shares or as to the price or prices at which to tender. Holders of shares must make their own decision as to whether to tender shares and, if so, how many shares to tender and at which prices.

      Please address any inquiries you may have with respect to the tender offer to the dealer manager, Georgeson Shareholder Securities Corporation or to the information agent, Georgeson Shareholder Communications, Inc. at their respective addresses and telephone numbers set forth on the back cover page of the offer to purchase.

      You may obtain additional copies of the enclosed material from Georgeson Shareholder Communications, Inc. by calling them at: (877) 255-0124.

      Capitalized terms used but not defined herein have the meanings assigned to them in the offer to purchase and the letter of transmittal.

Very truly yours,

Georgeson Shareholder Securities Corporation

Enclosures

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT OF CPI, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE FOR ANY CPI PROFIT SHARING PLAN, OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3 EX-99.(A)(1)(E) 6 c01105exv99wxayx1yxey.htm CLIENT LETTER

Offer to Purchase for Cash

Up to 1,500,000 Shares of its Common Stock

(Including the associated Series A Participating Preferred Stock Purchase Rights)

At a Purchase Price Not Greater Than $20.00

Nor Less Than $17.00 Per Share

by

CPI Corp.

          THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JANUARY 30, 2006, UNLESS CPI EXTENDS THE TENDER OFFER.

December 30, 2005

To Our Clients:

      Enclosed for your consideration are the offer to purchase, dated December 30, 2005, and the letter of transmittal, in connection with the tender offer by CPI Corp., a Delaware corporation (“CPI”), to purchase up to 1,500,000 shares of its common stock, par value $0.40 per share including the associated Series A Participating Preferred Stock Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000, between CPI and Harris Trust and Savings Bank., as Rights Agent (the “associated preferred stock purchase rights,” and together with such shares, the “shares”). Pursuant to the offer to purchase and the letter of transmittal, which together (as each may be amended and supplemented from time to time) constitute the tender offer, CPI will purchase the shares at a price, specified by tendering stockholders, not greater than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the tender offer, a tender of shares will also constitute a tender of the associated preferred stock purchase rights.

      CPI will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $20.00 nor less than $17.00 per share (the “Purchase Price”), that it will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. CPI will select the lowest Purchase Price that will allow it to purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $20.00 nor less than $17.00 per share, under the tender offer.

      All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not properly withdrawn will be purchased by CPI at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions thereof. All shares tendered at prices in excess of the Purchase Price and all shares that CPI does not accept for purchase because of proration or conditional tenders will be returned at CPI’s expense to the stockholders that tendered such shares as promptly as practicable after the expiration date. CPI expressly reserves the right, in its sole discretion, to purchase more than 1,500,000 shares under the tender offer, subject to applicable law.

      We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the letter of transmittal for your information only. You cannot use the letter of transmittal to tender shares we hold for your account. The letter of transmittal must be completed and executed by us, according to your instructions.

      Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the tender offer, any or all of the shares we hold for your account, by completing and signing the Instruction Form enclosed herein.

Please note carefully the following:

      1. You may tender shares at prices not greater than $20.00 nor less than $17.00 per share as indicated in the enclosed Instruction Form, net to you in cash, without interest.

      2. You should consult with your broker and/or your tax advisor as to whether (and if so, in what manner) you should designate the priority in which you want your tendered shares to be purchased in the event of proration.

      3. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions set forth in Section 7 of the offer to purchase, which you should read carefully.

      4. The tender offer, the proration period and the withdrawal rights will expire at 5:00 p.m., New York City time, on January 30, 2006, unless CPI extends the tender offer.

      5. The tender offer is for 1,500,000 shares, constituting approximately 19.0% of the shares outstanding as of December 21, 2005.

      6. Tendering stockholders who are registered stockholders or who tender their shares directly to Computershare Trust Company of New York will not be obligated to pay any brokerage commissions or fees, solicitation fees, or (except as set forth in the offer to purchase and Instruction 9 to the letter of transmittal) stock transfer taxes on CPI’s purchase of shares under the tender offer.

      7. If you (i) own beneficially or of record an aggregate of fewer than 100 shares, (ii) instruct us to tender on your behalf ALL of the shares you own at or below the Purchase Price before the expiration date and (iii) check the box captioned “Odd Lots” in the attached Instruction Form, then CPI, upon the terms and subject to the conditions of the tender offer, will accept all of your tendered shares for purchase regardless of any proration that may be applied to the purchase of other shares properly tendered but not meeting the above conditions.

      8. If you wish to condition your tender upon the purchase of all shares tendered or upon CPI’s purchase of a specified minimum number of the shares that you tender, you may elect to do so and thereby avoid (in full or in part) possible proration of your tender. CPI’s purchase of shares from all tenders which are so conditioned will be determined, to the extent necessary, by random lot. To elect such a condition complete the section captioned “Conditional Tender” in the attached Instruction Form.

      9. If you wish to tender portions of your shares at different prices, you must complete a SEPARATE Instruction Form for each price at which you wish to tender each such portion of your shares. We must and will submit separate letters of transmittal on your behalf for each price you will accept.

      10. The Board of Directors of CPI has approved the tender offer. However, neither CPI nor its Board of Directors makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares for purchase, or as to the price or prices at which stockholders should choose to tender their shares. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they should tender such shares. CPI’s directors and executive officers have advised CPI that they do not intend to tender any shares in the tender offer.

      If you wish to have us tender any or all of your shares, please instruct us to that effect by completing, executing, and returning to us the enclosed Instruction Form. A pre-addressed envelope is enclosed for your convenience. If you authorize us to tender your shares, we will tender all of the shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.

      Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the expiration date of the tender offer. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on January 30, 2006, unless CPI extends the tender offer.

      As described in the offer to purchase, if more than 1,500,000 shares, or such greater number of shares as CPI may elect to purchase in accordance with applicable law, are properly tendered at or below the Purchase Price and not properly

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withdrawn before the expiration date, then CPI will accept shares for purchase at the Purchase Price in the following order of priority:

      1. First, CPI will purchase all shares properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date by any “odd lot” holder who:

      (a) tenders ALL of the shares owned beneficially or of record by such odd lot holder at or below the Purchase Price before the expiration date (partial tenders will not qualify for this preference); AND

      (b) completes the section captioned “Odd Lots” on the letter of transmittal and, if applicable, on the notice of guaranteed delivery,

      without regard to any proration that would otherwise be applicable to such “odd lot” shares.

      2. Second, after CPI has purchased all properly tendered (and not validly withdrawn) “odd lot” shares, CPI will purchase all other shares properly tendered at or below the Purchase Price before the expiration date (and not properly withdrawn) on a pro rata basis if necessary, subject to the conditional tender provisions described in Section 6 of the offer to purchase, and with adjustments to avoid purchases of fractional shares, all as provided in the offer to purchase.

      3. Third, and only if necessary to permit CPI to purchase 1,500,000 shares (or such greater number of shares as CPI may elect to purchase subject to applicable law), CPI will purchase properly tendered shares from holders who have tendered shares conditionally (and for whom the condition was not initially satisfied) by random lot to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered (and for whom the condition was not initially satisfied) must have tendered all of their shares.

      The tender offer is being made solely under the offer to purchase and the letter of transmittal and is being made to all record holders of shares. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

      YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.

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Instruction Form with Respect to

CPI Corp.

Offer to Purchase for Cash

Up to 1,500,000 Shares of its Common Stock

(Including the associated Series A Participating Preferred Stock Purchase Rights)

At a Purchase Price Not Greater Than $20.00

Nor Less Than $17.00 Per Share

       The undersigned acknowledge(s) receipt of your letter in connection with the tender offer by CPI Corp., a Delaware corporation (“CPI”), to purchase up to 1,500,000 shares of its common stock, par value $0.40 per share including the associated Series A Participating Preferred Stock Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000, between CPI and Harris Trust and Savings Bank, as Rights Agent (the “associated preferred stock purchase rights,” and together with such shares, the “shares”), at a price specified by the undersigned and not greater than $20.00 nor less than $17.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the enclosed offer to purchase, dated December 30, 2005 and the letter of transmittal, which together (as each maybe amended and supplemented from time to time) constitute the tender offer. Unless the associated preferred stock purchase rights are redeemed prior to the expiration of the offer, a tender of shares will also constitute a tender of the associated preferred stock purchase rights.

      The undersigned understands that CPI will, upon the terms and subject to the conditions of the tender offer, (i) determine a single per share price not greater than $20.00 nor less than $17.00 per share (the “Purchase Price”) and (ii) purchase the shares properly tendered and not properly withdrawn under the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. CPI will select the lowest Purchase Price that will allow it to purchase 1,500,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices not greater than $20.00 nor less than $17.00 per share under the tender offer. CPI will purchase all shares properly tendered at prices at or below the Purchase Price and not properly withdrawn at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions described in the offer to purchase. All other shares, including shares tendered at prices in excess of the Purchase Price and shares that CPI does not accept for purchase because of proration or conditional tenders will be returned at CPI’s expense to the stockholders that tendered such shares as promptly as practicable.

      The undersigned hereby instruct(s) you to tender to CPI the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, in accordance with the terms and subject to the conditions of the tender offer.

NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE

UNDERSIGNED: __________________ SHARES*

*  Unless you indicate otherwise, we will assume that you are instructing us to tender all of the shares held by us for your account.

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT

CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(See Instruction 5 of the letter of transmittal)

o  The undersigned wants to maximize the chance of having CPI purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by CPI pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share of as low as $17.00.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 of the letter of transmittal)

      By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o	$17.00	o	$18.00	o	$19.00	o	$20.00
o	$17.25	o	$18.25	o	$19.25
o	$17.50	o	$18.50	o	$19.50
o	$17.75	o	$18.75	o	$19.75

You WILL NOT have validly tendered your shares

unless you check ONE AND ONLY ONE BOX ON THIS PAGE.

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ODD LOTS

(See Instruction 6 of the letter of transmittal)

      To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

o  By checking this box, the undersigned represents that the undersigned owns beneficially or of record an aggregate of fewer than 100 shares and is instructing the holder to tender all such shares.

In addition, the undersigned is tendering shares either (check ONE box):

o  at the Purchase Price, which will be determined by CPI in accordance with the terms of the tender offer (persons checking this box should check the first box on the previous page, under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); OR

o  at the price per share indicated on the previous page under “Price (in Dollars) Per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 12 of the letter of transmittal)

A tendering stockholder may condition such stockholder’s tender of any shares upon the purchase by CPI of a specified minimum number of the shares such stockholder tenders, as described in Section 6 of the offer to purchase. Unless CPI purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, CPI will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that CPI must purchase if CPI purchases any shares, CPI will deem your tender unconditional.

o  The minimum number of shares that CPI must purchase if CPI purchases any shares, is:                      shares.

If, because of proration, CPI will not purchase the minimum number of shares that you designate, CPI may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE DELIVERY.

— PLEASE SIGN ON THE NEXT PAGE —

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SIGNATURE

Please Print

Signature(s):

Names(s):

Taxpayer Identification or Social Security Number:

Address(es):

(include zip code)

Area Code & Phone Number(s):

Date:

4 EX-99.(A)(5)(A) 7 c01105exv99wxayx5yxay.htm PRESS RELEASE

EXHIBIT (a)(5)(A)

CPI Corp. Commences Dutch Auction Tender Offer to Repurchase 1,500,000 of
Its Shares

     St. Louis, December 30, 2005/ — CPI Corp. (NYSE: CPY) today commenced its previously announced Dutch auction self-tender offer for up to 1,500,000 shares, or approximately 19.0%, of its outstanding common stock, at prices raging from $17.00 to $20.00 per share, or a total of $25,500,000 to $30,000,000 if CPI purchases the maximum number of shares. The tender offer will expire at 5:00 p.m., New York City time, on Monday, January 30, 2006, unless CPI extends the tender offer. The tender offer is, in part, subject to the successful completion of an amendment to the Company’s current credit facility which, among other things, would increase the term loan portion of the facility and the amount of allowable share repurchases. If the amendment is not completed, the Company may terminate or amend the terms of the tender offer to reduce the number of shares sought.

     CPI’s Board of Directors has authorized this tender offer as a prudent use of financial resources given CPI’s business, assets and current stock price and as an efficient means to provide value to stockholders. The offer represents an opportunity for CPI to return cash to stockholders who elect to tender their shares while at the same time increasing non-tendering stockholders’ proportional interest in CPI.

     Neither CPI nor its Board of Directors, dealer manager, depositary or information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by CPI. CPI’s directors and executive officers have advised the Company that they do not intend to tender any shares in the tender offer.

     The dealer manager for the tender offer is Georgeson Shareholders Securities Corporation and the information agent is Georgeson Shareholder Communications, Inc. The depositary is Computershare Trust Company of New York. The Offer to Purchase and related documents are being mailed to stockholders of record and will be made available for distribution to beneficial owners of CPI’s shares. For questions or information, please call the information agent toll free at (877) 255-0124.

     CPI is a portrait photography company offering photography services in the United States, Puerto Rico and Canada through Sears Portrait Studios. The Company also operates searsphotos.com, the vehicle for the Company’s customers to archive, share portraits via email and order additional portraits and products.

     This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of CPI’s common stock. The solicitation of offers to buy shares of CPI common stock will only be made pursuant to the Offer to Purchase and related materials that CPI will send to its stockholders shortly. Stockholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the offer. Stockholders will be able to obtain the Offer to Purchase and related materials for free at the SEC’s website at http://www.sec.gov or from our information agent, Georgeson Shareholder Communications, Inc., by calling toll-free (877) 255-0124. We urge stockholders to carefully read those materials prior to making any decisions with respect to the tender offer.

Safe Harbor

     The statements contained in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. Management wishes to caution the reader that these forward-looking statements, such as our outlook for portrait studios, net income, future cash requirements, cost savings, compliance with debt covenants, valuation allowances, reserves for charges and impairments and capital expenditures, are only predictions or expectations; actual events or results may differ materially as a result of risks facing us. Such risks include, but are not limited to: customer demand for our products and services, the Company’s ability to obtain financing when needed under reasonable terms, the overall level of economic activity in our major markets, competitors’ actions, manufacturing interruptions, dependence on certain suppliers, changes in our relationship with Sears and the condition and strategic planning of Sears and the impact of the Kmart/Sears merger, fluctuations in operating results, the ultimate impact of the Prints Plus bankruptcy, the attraction and retention of qualified personnel, unforeseen difficulties arising from installation and operation of new equipment in our portrait studios, the Company’s conversion to a full digital format, future cash balances sufficient to meet our operating needs, compliance with debt covenants and other risks as may be described in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended February 5, 2005. The Company does not undertake any obligation to update any of these forward-looking statements.

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