Cpi Corp – ‘8-K’ for 2/2/04

On:  Monday, 2/2/04, at 8:20pm ET   ·   As of:  2/3/04   ·   For:  2/2/04   ·   Accession #:  950127-4-103   ·   File #:  1-10204

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     12K 

Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): FEBRUARY 2, 2004              

 CPI CORP.
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(Exact name of registrant as specified in its charter)                          

Delaware                    0-11227                         43-1256674
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(State or Other               (Commission                     (I.R.S. Employer  
Jurisdiction of               File Number)                   Identification No.)
Incorporation)                                                                  

1706 Washington Avenue, St. Louis, Missouri                     63103-1790      
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(Address of principal executive offices)                      (zip code)    

Registrant's telephone number, including area code   (314) 231-1575             
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(Former name or former address, if changed since last report)                   

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ITEM 5.   OTHER EVENTS                                                          

A. On Monday, February 2, 2004, CPI Corp. issued the following press release:   

CPI CORP.                                                               
NEWS FOR IMMEDIATE RELEASE         FOR RELEASE FEBRUARY 2, 2003         

FOR FURTHER INFORMATION CONTACT:                                        

NAME: Jane Nelson                  FROM: CPI Corp.                      
ADDRESS: 1706 Washington Avenue    CITY: St. Louis                      
STATE, ZIP: Missouri  63103        TELEPHONE: (314)231-1575             

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CPI BOARD SETS RECORD DATE                                                      

St. Louis, February 2, 2004 - CPI Corp. (NYSE:CPY) today announced that its     
Board of Directors has set a record date of February 12, 2004 for the consent   
solicitation initiated by a small group of minority stockholders led by         
Knightspoint Partners.                                                          

CPI HAS FILED PRELIMINARY MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION 
IN OPPOSITION TO THE CONSENT SOLICITATION. STOCKHOLDERS ARE URGED TO READ CPI'S 
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. YOU MAY OBTAIN A
FREE COPY OF THESE MATERIALS BY ACCESSING THE SEC'S WEB SITE AT WWW.SEC.GOV, OR 
THE COMPANY'S WEB SITE AT WWW.CPICORP.COM. DEFINITIVE VERSIONS OF CPI'S         
OPPOSITION MATERIALS WILL BE MAILED TO CPI'S STOCKHOLDERS WHEN APPROVED BY THE  
SEC. CPI'S STOCKHOLDERS MAY ALSO OBTAIN, WITHOUT CHARGE, A COPY OF CPI'S        
OPPOSITION MATERIALS BY CALLING CPI'S INFORMATION AGENT, MORROW & CO., INC., AT 
1-(877)-366-1576. INFORMATION ABOUT THE IDENTITY OF THE PARTICIPANTS IN THE     
SOLICITATION AND A DESCRIPTION OF THEIR INTERESTS CAN BE FOUND IN CPI'S         
PRELIMINARY PROXY STATEMENT FILED WITH THE SEC ON JANUARY 29, 2004.             
ABOUT CPI                                                                       

CPI Corp. is a portrait photography company offering studio photography services
in the United States, Puerto Rico, and Canada through Sears Portrait Studios and
in Mexico in Soriana and its City Club format. The Company also provides mobile 
photography services in the United States to childcare centers, sports          
associations and at events through Every Day Expressions(R). In addition, the   
Company operates searsphotos.com, an on-line photofinishing service as well as a
vehicle for the Company's customers to archive, share portraits via email and   
order additional portraits and products.                                        

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 SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

                           CPI CORP.
                                             ---------------------------
                              (Registrant)

                                  By: /s/ J. David Pierson
                                             ---------------------------
                                  J. David Pierson
                                     Authorized Officer,
                                         Chairman, President and
                                         Chief Executive Officer

Dated: FEBRUARY 2, 2004                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		2/12/04		2					SC 13G/A
Filed as of:		2/3/04							DEF 14A
Filed on / For Period End:		2/2/04		1		3			DEF 14A
		1/29/04		2					PRER14A
		2/2/03		2
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