-----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, IrhgDQkvDCLvlVRzmAWcYfRzVk0r6NPEPARVzJxeTXUiLpgZ1xRGV/WA4SPTalCw iIP8I7OIl+f8UCOlZYtTpw== 0001209191-09-042823.txt : 20090901 0001209191-09-042823.hdr.sgml : 20090901 20090901173008 ACCESSION NUMBER: 0001209191-09-042823 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090828 FILED AS OF DATE: 20090901 DATE AS OF CHANGE: 20090901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN PETER A CENTRAL INDEX KEY: 0001042589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091049341 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: STRAUSS THOMAS W CENTRAL INDEX KEY: 0001043935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091049339 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: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091049338 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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: C4S & CO LLC CENTRAL INDEX KEY: 0001267474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091049342 BUSINESS ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARK MORGAN B CENTRAL INDEX KEY: 0001267535 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091049340 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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: 091049343 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 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-08-28 0 0000025354 CPI CORP CPY 0001050154 RAMIUS LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267535 STARK MORGAN B C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.40 Par Value 2009-08-28 4 S 0 548 18.5443 D 9162 I By Leveraged Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-31 4 S 0 1151 18.0029 D 8011 I By Leveraged Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-28 4 S 0 500 18.5443 D 183762 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-31 4 S 0 1050 18.0029 D 182712 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-28 4 S 0 444 18.5443 D 163370 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-31 4 S 0 932 18.0029 D 162438 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-08-28 4 S 0 2508 18.5443 D 120277 I By Starboard Value & Opportunity Fund Common Stock, $0.40 Par Value 2009-08-31 4 S 0 5267 18.0029 D 115010 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 a 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 second 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 his or 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). C4S & Co., L.L.C. (C4S), as the managing member of Ramius LLC (Ramius), the sole member of Ramius Advisors, LLC (Ramius Advisors), 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. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, LLC, (RCG Starboard Advisors), 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, 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. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, 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 2009-09-01 Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2009-09-01 Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2009-09-01 Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2009-09-01 Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2009-09-01 Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2009-09-01 -----END PRIVACY-ENHANCED MESSAGE-----