CPI Corp. Receives Letter of Support From Ivan Capital Management
July 01 2009 - 1:56PM
PR Newswire (US)
Ivan Capital Joins CPI's Two Largest, Unaffiliated Stockholders,
Century Management and Lafitte Capital Management, In Supporting
CPI's Director Nominees ST. LOUIS, July 1 /PRNewswire-FirstCall/ --
CPI Corp. (NYSE:CPY) today announced that it has received a letter
of support from Ivan Capital Management, Inc., a significant CPI
investor, pledging to vote its shares for all of CPI's director
nominees on the WHITE proxy card at the Company's July 8, 2009
Annual Meeting of Stockholders. Ivan Capital joins CPI's two
largest, unaffiliated stockholders, Century Management and its
affiliate, Van Den Berg Management, and Lafitte Capital Management
in pledging to vote their shares for CPI's director nominees.
Century Management and Lafitte Capital in the aggregate owned
approximately 23% of the Company's outstanding shares as of the May
9, 2009 record date. The full text of the June 30,, 2009 letter
from Mark F. Ivan, President of Ivan Capital Management, to David
Meyer, Chairman of CPI's board of directors follows: "Dear David:
As a significant investor in CPI, we have a substantial interest in
the election of directors at the upcoming Annual Meeting and in the
Company's future strategy, operations and business development
plans. Accordingly, we have spent a significant amount of time
analyzing the statements and positions of both CPI and Ramius
Group. After careful deliberation, we believe that our interests
are best served by the election of the six nominees proposed by
CPI. Furthermore, as we considered the CPI director nominees in
comparison to those put forth by Ramius, it became apparent that
CPI's candidates would better serve shareholder interest.
Accordingly, Ivan Capital intends to vote its shares in favor of
CPI's six director nominees. Sincerely, Mark F. Ivan President Ivan
Capital Management Inc." CPI also noted that three proxy advisory
firms, Glass Lewis & Co., Egan-Jones Proxy Services and PROXY
Governance Inc., have recommended that CPI stockholders do not
support the dissident slate of nominees. Two of the proxy advisory
firms, Glass Lewis and Egan-Jones, have recommended that CPI
stockholders vote for all six of CPI's director nominees at CPI's
Annual Meeting. Additionally, PROXY Governance, recommended that
CPI stockholders not support the Ramius nominees and vote the WHITE
proxy card for four of CPI's nominees. Glass Lewis, Egan-Jones and
PROXY Governance are proxy advisory firms whose recommendations are
relied upon by hundreds of major institutional investment firms,
mutual funds and other fiduciaries. CPI urges stockholders to
follow the example of Ivan Capital, Century Management and Lafitte
Capital Management and the recommendation of Glass Lewis and
Egan-Jones, by voting by telephone or Internet according to the
instructions on the WHITE proxy card today. Stockholders with any
questions or in need of assistance voting their shares should
contact CPI's proxy solicitor, MacKenzie Partners, Inc., by
toll-free telephone at 800-322-2885 or by e-mail at . Important
Information CPI Corp. has filed a definitive Proxy Statement with
the Securities and Exchange Commission ("SEC") and has furnished to
its stockholders a Proxy Statement in connection with the
solicitation of proxies for the 2009 Annual Meeting of
stockholders. The Company advises its stockholders to read the
Proxy Statement relating to the 2009 Annual Meeting because it
contains important information. Stockholders may obtain a free copy
of the Proxy Statement and other documents that CPI files with the
SEC at the SEC's website at http://www.sec.gov/. The Proxy
Statement and these other documents may also be obtained for free
from CPI by directing a request to CPI Corp., 1706 Washington
Avenue, St. Louis, Missouri 63103-1717, Attn: Corporate Secretary,
calling (314) 231-1575, or by contacting MacKenzie Partners, Inc.,
by toll-free telephone at 800-322-2885 or by e-mail at . Certain
Information Concerning Participants CPI Corp. and its directors and
executive officers (other than Peter Feld) may be deemed to be
participants in the solicitation of proxies from stockholders in
connection with the Company's 2009 Annual Meeting. Information
concerning persons who may be considered participants in the
solicitation of the Company's stockholders under the rules of the
SEC is set forth in public filings by the Company with the SEC,
including the proxy statement relating to the 2009 Annual Meeting
of stockholders. Forward-Looking Statements The statements
contained herein that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, and involve risks and uncertainties. The
Company identifies forward-looking statements by using words such
as "preliminary," "plan," "expect," "looking ahead," "anticipate,"
"estimate," "believe," "should," "intend" and other similar
expressions. Management wishes to caution the reader that these
forward-looking statements, such as the Company's outlook for
portrait studios, net income, future cash requirements, cost
savings, compliance with debt covenants, valuation allowances,
reserves for charges and impairments and capital expenditures, are
only predictions or expectations; actual events or results may
differ materially as a result of risks facing the Company. Such
risks include, but are not limited to: the Company's dependence on
Sears and Walmart, the approval of the Company's business practices
and operations by Sears and Walmart, the termination, breach,
limitation or increase of the Company's expenses by Sears under the
license agreements, or Wal-Mart under the lease and license
agreements, customer demand for the Company's products and
services, the economic recession and resulting decrease in consumer
spending, compliance with the NYSE listing requirements,
manufacturing interruptions, dependence on certain suppliers,
competition, dependence on key personnel, fluctuations in operating
results, a significant increase in piracy of the Company's
photographs, widespread equipment failure, compliance with debt
covenants, high level of indebtedness, implementation of marketing
and operating strategies, outcome of litigation and other claims,
impact of declines in global equity markets to pension plans and
impact of foreign currency translation. The risks described above
do not include events that the Company does not currently
anticipate or that it currently deems immaterial, which may also
affect its results of operations and financial condition. The
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. About CPI Corp. CPI Corp. has been
dedicated to helping families conveniently create cherished
photography portrait keepsakes that capture a lifetime of memories
for more than 60 years. CPI Corp. provides portrait photography
services in approximately 3,000 locations, principally in Sears and
Walmart stores. As the first in the category to convert to a fully
digital format, CPI Corp. studios offer unique posing options,
creative photography selections, a wide variety of sizes and an
unparalleled assortment of enhancements to customize each portrait
- all for an affordable price. CPI Corp. is based in St. Louis and
traded on the New York Stock Exchange (ticker: CPY). DATASOURCE:
CPI Corp. CONTACT: Matthew Sherman or Eric Brielmann, both of Joele
Frank, Wilkinson Brimmer Katcher, +1-212-355-4449
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