Cpi Corp – ‘8-K’ for 2/13/04

On:  Friday, 2/13/04, at 4:36pm ET   ·   For:  2/13/04   ·   Accession #:  950127-4-188   ·   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 13, 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 Jurisdiction   (Commission File Number)   (I.R.S. Employer      
of Incorporation)                                     Identification No.) 

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 Friday, February 13, 2004, CPI Corp. issued the following press release:  

CPI Corp.                                                                       
news for immediate release                                                      
FOR RELEASE   February 13, 2004                                                 

--------------------------------------------------------------------------------

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

FOR FURTHER INFORMATION       
   AT THE ABERNANTHY MACGREGOR GROUP
           Chuck Burgess or Steve Frankel, New York,
212-371-5999                  

FOR IMMEDIATE RELEASE                                                           
FRIDAY, FEBRUARY 13, 2004                                                       

 CPI CORP. RECEIVES FIRST WRITTEN CONSENTS FROM STOCKHOLDERS

 CPI Corp. Urges Stockholders to Revoke Consents
 And Reject Attempt to Take Control of the Company

ST. LOUIS (February 13, 2004) - CPI Corp. (NYSE: CPY) today announced that      
consents dated February 13, 2004, were delivered to the company in connection   
with the solicitation of stockholder consents by a group of minority            
stockholders led by Knightspoint Partners I, L.P. ("Knightspoint"). Therefore,  
under Delaware law, consents must be delivered to CPI on or before April 13,    
2004 to be effective.                                                           

         At any time prior to the consents becoming effective, stockholders have
the right to revoke their consent. The dissident group's proposals cannot become
effective before the twentieth business day after Knightspoint's materials are  
delivered to stockholders.                                                      

    CPI's Board of Directors unanimously opposes the dissident group's
consent solicitation and recommends that stockholders not return any consent    
card they may receive from Knightspoint. Stockholders who have already returned 
consent cards are urged to revoke their consent.                                

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CPI HAS MAILED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE   
COMMISSION MATERIALS SETTING FORTH ITS 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. 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.                                                      

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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		4/13/04		2
Filed on / For Period End:		2/13/04		1		2			DEFA14A
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