-----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, UEdan+Dx6c9oE+/m4wnkSB0bi85GUFhsY1nZABeiC+mR8N/n8dMalCHxlaa69r03 4rs/JbtsnxL5i4QPEWvrLA== 0001209191-09-040249.txt : 20090812 0001209191-09-040249.hdr.sgml : 20090812 20090812161212 ACCESSION NUMBER: 0001209191-09-040249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090810 FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090812 ISSUER: 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: 0202 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006969 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD CENTRAL INDEX KEY: 0001275884 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006965 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RCG HALIFAX FUND LTD DATE OF NAME CHANGE: 20040109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS MULTI-STRATEGY MASTER FUND LTD CENTRAL INDEX KEY: 0001275886 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006967 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RAMIUS MASTER FUND LTD DATE OF NAME CHANGE: 20040109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS ADVISORS LLC CENTRAL INDEX KEY: 0001275893 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006961 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value & Opportunity Fund, LLC CENTRAL INDEX KEY: 0001329988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006968 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-4823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG STARBOARD ADVISORS, LLC CENTRAL INDEX KEY: 0001329989 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006963 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-4841 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Admiral Advisors, LLC DATE OF NAME CHANGE: 20050613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius Merger Arbitrage Master Fund Ltd CENTRAL INDEX KEY: 0001361308 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006966 BUSINESS ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RCG Ambrose Master Fund, Ltd. DATE OF NAME CHANGE: 20060501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001373638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006964 BUSINESS ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 2OTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 201-4823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 2OTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Starboard Value & Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS ENTERPRISE MASTER FUND LTD CENTRAL INDEX KEY: 0001418492 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091006962 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RCG Enterprise Ltd DATE OF NAME CHANGE: 20071114 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-08-10 0 0000025354 CPI CORP CPY 0001050154 RAMIUS LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001329988 Starboard Value & Opportunity Fund, LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275886 RAMIUS MULTI-STRATEGY MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001361308 Ramius Merger Arbitrage Master Fund Ltd C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275884 RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001373638 RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001329989 RCG STARBOARD ADVISORS, LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001418492 RAMIUS ENTERPRISE MASTER FUND LTD C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275893 RAMIUS ADVISORS LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.40 Par Value 2009-08-10 4 S 0 1699 19.4002 D 17369 I By Leveraged Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-11 4 S 0 507 19.3719 D 16862 I By Leveraged Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-10 4 S 0 1550 19.4002 D 191248 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-11 4 S 0 462 19.3719 D 190786 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-10 4 S 0 1376 19.4002 D 170019 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-11 4 S 0 411 19.3719 D 169608 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-10 4 S 0 7775 19.4002 D 157835 I By Starboard Value & Opportunity Fund Common Stock, $0.40 Par Value 2009-08-11 4 S 0 2320 19.3719 D 155515 I By Starboard Value & Opportunity Fund Common Stock, $0.40 Par Value 192000 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 797988 I By Ramius Value and Opportunity Master Fund Ltd Each Reporting Person may be deemed to be a member of the Section 13(d)group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement. Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Leveraged Multi-Strategy Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Leveraged Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). Ramius Advisors, as the investment advisor of Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund, LLC (Starboard Value & Opportunity Fund). RCG Starboard Advisors, LLC (RCG Starboard Advisors), as the managing member of Starboard Value & Opportunity Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). Ramius Advisors, as the investment advisor of Merger Arbitrage Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. /s/ Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 Owen S. Littman, Authorized Signatory 2009-08-12 -----END PRIVACY-ENHANCED MESSAGE-----