UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Preliminary
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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CPI
CORP.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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CPI
comments on the misstatements in Ramius’s press release today
Whatever
Ramius claims as its position today, there is no denying that Ramius repeatedly
agitated for a process to sell the company earlier this year (at what CPI
believes was the worst possible time) and has advocated changes in senior
management including at the CEO level.
As
previously discussed, all significant compensation plans have been approved by
all directors. The Ramius representative voted against a
stock grant in May 2008 that was made pursuant to a plan he already
approved.
CPI encourages shareholders to vote the
WHITE PROXY for CPI’s board nominees at the meeting next Wednesday.
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 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
proxy@mackenziepartners.com.
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).
Contact:
Matthew
Sherman / Eric Brielmann
Joele Frank, Wilkinson Brimmer
Katcher
(212)
355-4449
CPI
Corp.
For
Immediate Release
CPI CORP.
ADVISES STOCKHOLDERS TO VOTE THE
WHITE
PROXY CARD
TODAY
Urges
Stockholders Not to Vote Ramius’s Gold Proxy Card
ST.
LOUIS, July 2, 2009 – CPI Corp. (NYSE: CPY) today announced that it has mailed a
letter to stockholders in connection with the Company's 2009 Annual Meeting of
Stockholders to be held on July 8, 2009.
With
CPI’s 2009 Annual Meeting only days away, CPI urges stockholders to vote by
telephone or Internet today according to the instructions on the WHITE proxy
card. CPI stockholders should vote by telephone or Internet to ensure that their
votes will be counted at the July 8
th
Annual
Meeting.
CPI urges
stockholders not to vote Ramius’s gold proxy card. Even if stockholders have
already voted Ramius’s gold proxy card, they still have time to change their
vote by voting on a WHITE proxy card following the telephone and internet
instructions provided, as only the latest dated proxy card counts.
Below is
the text of the letter that was sent from David Meyer, CPI’s
Chairman:
Dear
Fellow Stockholder:
The CPI
Annual Meeting to elect directors will be held next week. It is important that
stockholders vote the WHITE proxy card today for your Board’s nominees – James
Abel, Paul Finkelstein, Michael Glazer, Michael Koeneke, David Meyer, and Turner
White. Please cast your vote today by phone or the internet following the
instructions on the enclosed voting instruction form.
The
following are important factors to keep in mind in deciding to vote the WHITE
proxy card for your Board’s nominees:
●
The two
largest unaffiliated stockholders and other significant stockholders have
pledged to vote their shares for CPI’s director nominees.
●
Three proxy
advisory firms, Glass Lewis, Egan-Jones and PROXY Governance, have recommended
stockholders not support the dissident slate of nominees.
●
The CPI
Board has a proven record of success turning around the Company and has
established a clear path for growth in stockholder value.
Support
the CPI Board’s director nominees by voting the WHITE proxy card
today.
If you
have any questions, please contact MacKenzie Partners, Inc., which is assisting
us in connection with this year’s Annual Meeting, at (800)
322-2885.
On behalf
of CPI’s Board of Directors, thank you for your continued support and interest
in CPI.
CPI’S
BOARD NOMINEES ARE THE RIGHT CHOICE
VOTE
FOR
YOUR
BOARD’S NOMINEES
ON THE
WHITE
PROXY
CARD TODAY
Sincerely,
/s/ David
Meyer
Chairman
of the Board
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 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
proxy@mackenziepartners.com.
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).
Contact:
Matthew
Sherman / Eric Brielmann
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449
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