-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ILRxTUXZ9gxT9CECD99LIc7eCgPOSR+Wbz909DrL4NP/OLwO2D6aiDgnFVNN41nj WkBNYBnz/xC6lEFysp1tVA== 0001104659-06-008318.txt : 20060213 0001104659-06-008318.hdr.sgml : 20060213 20060213153313 ACCESSION NUMBER: 0001104659-06-008318 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: SHEFFIELD ASSET MANAGEMENT, L.L.C. GROUP MEMBERS: SHEFFIELD INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: SHEFFIELD INTERNATIONAL PARTNERS, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD PARTNERS L P CENTRAL INDEX KEY: 0001221903 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 227 WEST MONROE ST STREET 2: SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-739-2136 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPI CORP CENTRAL INDEX KEY: 0000025354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 431256674 STATE OF INCORPORATION: DE FISCAL YEAR END: 0206 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33916 FILM NUMBER: 06603300 BUSINESS ADDRESS: STREET 1: 1706 WASHINGTON AVE CITY: ST LOUIS STATE: MO ZIP: 63103-1790 BUSINESS PHONE: 3142311575 MAIL ADDRESS: STREET 1: 1706 WASHINGTON AVE CITY: ST LOUIS STATE: MO ZIP: 63103 SC 13G/A 1 a06-4957_1sc13ga.htm AMENDMENT

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

CPI Corp.

(Name of Issuer)

Common Stock, $.40 par value per share

(Title of Class of Securities)

125902106

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 125902106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sheffield Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
188,872

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
188,872

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
188,872

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sheffield Institutional Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
144,615

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
144,615

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
144,615

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.9%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sheffield International Partners, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
146,344

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
146,344

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
146,344

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.9%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4


 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sheffield Asset Management, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
479,831

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
479,831

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
479,831

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5


 

Item 1.

 

(a)

Name of Issuer
CPI Corp.

 

(b)

Address of Issuer’s Principal Executive Offices
1706 Washington Avenue

St. Louis, Missouri  63103-1790

 

Item 2.

 

(a)

Name of Person Filing
This statement is being filed by Sheffield Partners, L.P. (“SPLP”), Sheffield Institutional Partners, L.P. (“SIPLP”), Sheffield International Partners, Ltd. (“SIPLTD”) and Sheffield Asset Management, L.L.C. (“SAM” and together with SPLP, SIPLP and SIPLTD, the “Reporting Persons”).

 

(b)

Address of Principal Business Office or, if none, Residence
900 North Michigan Avenue, Suite 1100

Chicago, Illinois  60611

 

(c)

Citizenship
SPLP                           Delaware
SIPLP                          Delaware
SIPLTD                       Cayman Islands
SAM                            Delaware

 

(d)

Title of Class of Securities
Common Stock, $.40 par value per share

 

(e)

CUSIP Number
125902106

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable; the Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).

 

6


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 5) of this Schedule 13G is hereby incorporated by reference.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

7


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2006

 

Sheffield Partners, L.P.

 

 

 

By:

Sheffield Asset Management, L.L.C.

 

Its:

General Partner

 

 

 

 

 

By:

/s/ Brian Feltzin

 

 

 

 

Brian Feltzin, Managing Member

 

 

 

 

 

 

-and-

 

 

 

 

 

 

 

By:

/s/ Craig Albert

 

 

 

 

Craig Albert, Member

 

 

 

 

 

 

 

 

Sheffield Institutional Partners, L.P.

 

 

 

 

 

By:

Sheffield Asset Management, L.L.C.

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Brian Feltzin

 

 

 

 

Brian Feltzin, Managing Member

 

 

 

 

 

 

-and-

 

 

 

 

 

 

 

By:

/s/ Craig Albert

 

 

 

 

Craig Albert, Member

 

 

 

 

Sheffield International Partners, Ltd.

 

 

 

 

 

By:

Sheffield Asset Management, L.L.C.

 

Its:

Investment Advisor

 

 

 

 

 

 

By:

/s/ Brian Feltzin

 

 

 

 

Brian Feltzin, Managing Member

 

 

 

 

 

 

-and-

 

 

 

 

 

 

 

By:

/s/ Craig Albert

 

 

 

 

Craig Albert, Member

 

8


 

Sheffield Asset Management, L.L.C.

 

 

 

 

 

 

By:

/s/ Brian Feltzin

 

 

 

 

Brian Feltzin, Managing Member

 

 

 

 

 

 

-and-

 

 

 

 

 

 

 

By:

/s/ Craig Albert

 

 

 

 

Craig Albert, Member

 

9

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