-----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, IBNWKPKUKt4EMaCw0PEyKIJA7UScwCtrQ3/EhbvI/ncLlSMvlDGA1oX/HgQsFvwf g9uCt+j+DpV8f85EAR8dog== 0001209191-09-055412.txt : 20091203 0001209191-09-055412.hdr.sgml : 20091203 20091203173659 ACCESSION NUMBER: 0001209191-09-055412 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091201 FILED AS OF DATE: 20091203 DATE AS OF CHANGE: 20091203 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 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: 091221036 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: 091221035 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: 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: 091221034 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: 091221039 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: 091221038 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: RCG PB, Ltd CENTRAL INDEX KEY: 0001401165 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221040 BUSINESS ADDRESS: STREET 1: C/O RAMIUS CAPITAL GROUP, LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS CAPITAL GROUP, LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 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: 091221037 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10204 FILM NUMBER: 091221041 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-12-01 0 0000025354 CPI CORP CPY 0001475770 Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001401165 RCG PB, Ltd CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001361308 Ramius Merger Arbitrage Master Fund Ltd CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001373638 RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001418492 RAMIUS ENTERPRISE MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 0 0 1 0 0001275886 RAMIUS MULTI-STRATEGY MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN E9 KY1-1205 CAYMAN ISLANDS 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 0001329989 RCG STARBOARD 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 2009-12-01 4 S 0 351 12.0526 D 139224 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 1128 12.0437 D 138096 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-01 4 S 0 312 12.0526 D 123801 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 1003 12.0437 D 122798 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $0.40 Par Value 0 I By Ramius Merger Arbitrage Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-01 4 S 0 962 12.0526 D 381333 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 3090 12.0437 D 378243 I By Ramius Value and Opportunity Master Fund Ltd Common Stock, $0.40 Par Value 467416 I By RCG PB, Ltd Common Stock, $0.40 Par Value 2009-12-01 4 S 0 1175 12.0526 D 466241 I By RCG PB, Ltd Common Stock, $0.40 Par Value 2009-12-02 4 S 0 3779 12.0437 D 462462 I By RCG PB, Ltd Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Merger Arbitrage Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd, and RCG PB, Ltd) 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. 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. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the investment advisor of Enterprise Master Fund, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock directly beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). As the investment advisor of Multi-Strategy Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Ramius Merger Arbitrage Master Fund Ltd ("Merger Arbitrage") transferred all of the shares held by it to RCG PB, Ltd, the 100% owner of Merger Arbitrage, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). As the investment advisor of Merger Arbitrage Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. As the sole member of Ramius Advisors, Ramius 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). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Shares of Common Stock beneficially owned by RCG PB, Ltd (RCG PB). As the investment advisor of RCG PB, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 /s/ Owen S. Littman, Authorized Signatory 2009-12-03 -----END PRIVACY-ENHANCED MESSAGE-----