CPI Corp. Comments on Ramius's Latest Misleading Statements
July 01 2009 - 3:17PM
PR Newswire (US)
ST. LOUIS, July 1 /PRNewswire-FirstCall/ -- CPI Corp. (NYSE:CPY)
today commented on the continuing misleading statements by Ramius,
including those made in the press release issued today. While
selectively excerpting parts of the report by PROXY Governance Inc.
("PGI"), Ramius failed to include PGI's conclusion recommending
that CPI stockholders not support the dissident slate. That
conclusion is: "Given this Board's proven success in delivering
superior shareholder value over the past five years, and its
demonstrated willingness to add new directors with highly relevant
experience, we do not believe shareholder support for the dissident
slate is warranted."* Ramius has taken out of context statements
from the PROXY Governance report. PGI did question whether David
Meyer should be treated as a company executive and therefore not
"independent" for committee membership and board purposes. CPI's
determination of "independence" has been in accordance with NYSE
rules and was unanimously approved by all directors, including the
Ramius director. However, PGI sees Mr. Meyer's role more as an
Executive Chairman than as a non-Executive Chairman. Mr. Meyer is
not a member of the CPI audit, compensation or nominating and
governance committees. All compensation plans, including the plan
under which Mr. Meyer has received restricted stock for serving as
Chairman, have been unanimously approved by the whole board. Any
objection later raised by a Ramius representative to compensation
paid to Mr. Meyer was inconsistent with the terms of the
compensation plan which had been approved by all directors,
including the Ramius director. CPI recommends that interested
stockholders read the entire report by PGI, as well as the reports
by all the other proxy advisory firms, rather than rely on Ramius's
misleading statements. PGI, Glass Lewis and Egan-Jones all have
recommended that CPI stockholders do not support the dissident
slate of nominees. *Permission to use quotations from the PROXY
Governance report was neither sought nor obtained. 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 of Joele
Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for CPI Corp.
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