-----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, P7F3XE4NlgdD4eI9WCqTclw8io/6dG+ST5CTMyz6vKjV1hzzCnG9Wtc7xptZhPuU qRnVVAaFzzUCWaeCuNt+nQ== 0001104659-08-009955.txt : 20080213 0001104659-08-009955.hdr.sgml : 20080213 20080213162700 ACCESSION NUMBER: 0001104659-08-009955 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: SHEFFIELD INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: SHEFFIELD INTERNATIONAL PARTNERS, LTD. GROUP MEMBERS: SHEFFIELD PARTNERS, L.P. 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: 08605219 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sheffield Asset Management CENTRAL INDEX KEY: 0001314150 IRS NUMBER: 030502647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-506-6403 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13G/A 1 a08-5537_1sc13ga.htm SC 13G/A

 

 

 

 

 

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, 2007

(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)

x

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
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
97,892

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
97,892

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
97,892

 

 

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)
1.53%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2


 

CUSIP No. 125902106

 

 

1.

Names of Reporting Persons
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
221,709

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
221,709

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
221,709

 

 

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)
3.46%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3


 

CUSIP No. 125902106

 

 

1.

Names of Reporting Persons
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
185,036

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
185,036

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
185,036

 

 

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)
2.89%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

4


 

CUSIP No. 125902106

 

 

1.

Names of Reporting Persons
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
504,637

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
504,637

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
504,637

 

 

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)
7.87%

 

 

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”).  The members of SAM are Brian J. Feltzin and Craig C. Albert.

 

(b)

Address of Principal Business Office or, if none, Residence
900 North Michigan Avenue, Suite 1100
Chicago, Illinois  60611

 

(c)

Citizenship
SPLP
SIPLP
SIPLTD
SAM


Delaware
Delaware
Cayman Islands
Delaware

 

(d)

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

 

(e)

CUSIP Number
125902106

 

Item 3.

Not Applicable

The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).

 

 

Item 4.

Ownership

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.

 

6


 

 

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 5% of the class of securities, check the following: o.

 

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, 2008

 

Sheffield Partners, L.P.

 

By:

Sheffield Asset Management, L.L.C.

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Brian J. Feltzin

 

 

 

Brian J. Feltzin, Managing Member

 

 

 

 

 

 

 

 

Sheffield Institutional Partners, L.P.

 

By:

Sheffield Asset Management, L.L.C.

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Brian J. Feltzin

 

 

 

Brian J. Feltzin, Managing Member

 

 

 

 

 

 

 

 

Sheffield International Partners, Ltd.

 

By:

Sheffield Asset Management, L.L.C.

 

Its:

Investment Advisor

 

 

 

 

 

 

By:

/s/ Brian J. Feltzin

 

 

 

Brian J. Feltzin, Managing Member

 

 

 

 

 

 

 

 

Sheffield Asset Management, L.L.C.

 

 

 

 

 

 

By:

/s/ Brian J. Feltzin

 

 

 

Brian J. Feltzin, Managing Member

 

 

8

 

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