SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 3

TO

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.
**	Previously paid. 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:	Filing Party: N/A
	N/A
	Form or Registration No.:	Date Filed: N/A
	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

     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2005, as amended and supplemented by Amendment No. 1 filed with the SEC on January 20, 2006 and Amendment No. 2 filed with the SEC on January 26, 2006 (collectively, the “Schedule TO”) regarding 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 (collectively, the “Offer”). Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

     The information in this Amendment No. 3 to the Schedule TO (“Amendment No. 3”) is intended to amend and supplement, but does not restate or replace, the information contained in the Schedule TO (including the exhibits thereto). Accordingly, you are encouraged to read the information contained in this Amendment No. 3 in conjunction with the information contained in the Schedule TO.

     Capitalized terms used in this amendment and not otherwise defined herein have the meanings given to them in the Offer to Purchase and the Schedule TO.

ITEM 11. Additional Information

     Item 11 of the Schedule TO is hereby amended and supplemented by inserting at the end thereof the following:

     On February 2, 2006, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 midnight, Eastern time, on Wednesday, February 1, 2006. A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS

     Item 12 of the Schedule TO is hereby amended by adding the following exhibits:

(a)(5)(D) Press Release dated February 2, 2006 announcing the preliminary results of the modified “Dutch” tender offer

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.*
(a)(5)(B)	Press Release, dated January 20, 2006, announcing comparisons for the eight weeks ended January 7, 2006 compared to the eight weeks ended January 8, 2005 and the receipt of financing commitments.*

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(a)(5)(C)	Press Release dated January 25, 2006 announcing the completing of the amendment to the current credit facility and the extension of the tender offer.*
(a)(5)(D)	Press Release dated February 2, 2006 announcing the preliminary results of the modified “Dutch” tender offer.
(b)(1)	First Amendment to Amended and Restated Credit Agreement dated as of January 25, 2006 (the “Credit Agreement”), among the Company, the financial institutions that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and arranger for the lenders.
(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, 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
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

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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: February 2, 2006	Title:	Executive Vice President, Finance
		Chief Financial Officer

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EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

Press Release

CPI CORP. ANNOUNCES PRELIMINARY
RESULTS OF ITS DUTCH AUCTION TENDER OFFER

     St. Louis, MO, February 2, 2006 — CPI Corp. (NYSE-CPY) today announced the preliminary results of its modified Dutch Auction tender offer to purchase up to 1,500,000 shares of its outstanding common stock at a price not less than $17.00 and not greater than $20.00 per share.

      Based on the preliminary count by the depositary for the tender offer, 2,346,271 shares of common stock, including shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn. Based on the preliminary count by the depositary for the tender offer, 1,709,443 shares of common stock, including shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn at or below $19.50 per share.

     The Company expects to purchase 1,658,608 shares in the tender offer, which consists of the 1,500,000 shares CPI offered to purchase in the tender offer and 158,608 shares to be purchased pursuant to CPI’s right to purchase up to an additional 2% of the outstanding shares as of February 1, 2006, without extending the tender offer in accordance with applicable securities laws. CPI has been informed by the depositary for the tender offer that the preliminary proration factor for the tender offer is approximately 97% percent. Based on the preliminary count by the depositary for the tender offer, following the tender offer 6,271,813 shares will remain issued and outstanding.

     The number of shares to be purchased, the price per share and the proration factor are preliminary. The determination of the final number of shares to be purchased, the final price per share and the final proration factor is subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares validly tendered and not withdrawn, the final price per share and the final proration factor will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase and return of all other shares tendered and not accepted for purchase will occur promptly thereafter.

     Georgeson Shareholder Securities Corporation acted as dealer manager for the tender offer. The depositary is Computer Share Trust Company of New York. For questions and

CPI Corp.
Add 1

information, please contact the information agent for the tender offer, Georgeson Shareholder Communications, Inc., by calling (877) 255-0124.

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     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.