-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cm+cCS4aJ+Lf3H+57NX295hKcxR+opJJGq4pd+lsSxw/jFLWJZLJdOigkxJJoyyG x32cCS0ogqOfLkC2drsBHA== 0000921895-10-000468.txt : 20100406 0000921895-10-000468.hdr.sgml : 20100406 20100406172554 ACCESSION NUMBER: 0000921895-10-000468 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100406 DATE AS OF CHANGE: 20100406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPI CORP CENTRAL INDEX KEY: 0000025354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 431256674 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33916 FILM NUMBER: 10735139 BUSINESS ADDRESS: STREET 1: 1706 WASHINGTON AVE CITY: ST LOUIS STATE: MO ZIP: 63103-1790 BUSINESS PHONE: 3142311575 MAIL ADDRESS: STREET 1: 1706 WASHINGTON AVE CITY: ST LOUIS STATE: MO ZIP: 63103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da2806297038_04052010.htm AMENDMENT NO. 28 TO THE SCHEDULE 13D sc13da2806297038_04052010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  28)1

CPI CORP.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.40 PER SHARE
(Title of Class of Securities)

125-902106
(CUSIP Number)
 
MARK MITCHELL
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7988

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 5, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Enterprise Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
43,975
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
43,975
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,975
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Navigation Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
94,728
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
94,728
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
94,728
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.35%
14
TYPE OF REPORTING PERSON
 
CO

 
3

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Multi-Strategy Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
39,103
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
39,103
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
39,103
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Value and Opportunity Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
120,447
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
120,447
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
120,447
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.72%
14
TYPE OF REPORTING PERSON
 
CO

 
5

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
RCG PB, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
144,329
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
144,329
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,329
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.06%
14
TYPE OF REPORTING PERSON
 
CO

 
6

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
227,407
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
227,407
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
227,407
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.24%
14
TYPE OF REPORTING PERSON
 
IA, OO

 
7

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
RCG Starboard Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
120,447
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
120,447
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
120,447
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.72%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
347,854
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
347,854
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
OO

 
9

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
      Cowen Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
347,854
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
347,854
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
CO

 
10

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
      RCG Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
347,854
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
347,854
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
OO

 
11

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
347,854
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
347,854
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
OO

 
12

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
347,854
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
347,854
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
347,854
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
347,854
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
347,854
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
347,854
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
347,854
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
347,854
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
347,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
IN

 
16

 
CUSIP NO. 125-902106
 
The following constitutes Amendment No. 28 (“Amendment No. 28”) to the Schedule 13D filed by the undersigned.  This Amendment No. 28 amends the Schedule 13D as specifically set forth.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Enterprise Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity Master Fund and RCG PB were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase cost of the 347,854 Shares beneficially owned in the aggregate by Enterprise Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, Value and Opportunity Master Fund and RCG PB is approximately $10,815,000, excluding brokerage commissions.

Item 5.
Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 7,008,490 Shares outstanding, as of December 21, 2009, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 7, 2010.
 
A.           Value and Opportunity Master Fund

 
(a)
As of the close of business on April 5, 2010, Value and Opportunity Master Fund beneficially owned 120,447 Shares.
 
Percentage: Approximately 1.72%
 
 
(b)
1.  Sole power to vote or direct vote: 120,447
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 120,447
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.
 
B.           Navigation Master Fund

 
(a)
As of the close of business on April 5, 2010, Navigation Master Fund beneficially owned 94,728 Shares.
 
Percentage: Approximately 1.35%
 
 
(b)
1.  Sole power to vote or direct vote: 94,728
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 94,728
 
4.  Shared power to dispose or direct the disposition: 0
 
 
17

 
CUSIP NO. 125-902106

 
(c)
The transactions in the Shares by Navigation Master Fund since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.
 
C.           RCG PB

 
(a)
As of the close of business on April 5, 2010, RCG PB directly owned 49,601 Shares.  As the sole shareholder of Navigation Master Fund, RCG PB may be deemed the beneficial owner of 94,728 Shares owned by Navigation Master Fund.
 
Percentage: Approximately 2.06%
 
 
(b)
1.  Sole power to vote or direct vote: 144,329
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 144,329
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by RCG PB since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Navigation Master Fund are set forth in Schedule A and are incorporated by reference.
 
D.
Multi-Strategy Master Fund
 
 
(a)
As of the close of business on April 5, 2010, Multi-Strategy Master Fund beneficially owned 39,103 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 39,103
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 39,103
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.
 
E.
Enterprise Master Fund
 
 
(a)
As of the close of business on April 5, 2010, Enterprise Master Fund beneficially owned 43,975 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 43,975
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 43,975
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 27 are set forth in Schedule A and are incorporated by reference.
 
 
18

 
CUSIP NO. 125-902106
 
F.
RCG Starboard Advisors
 
 
(a)
As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed the beneficial owner of 120,447 Shares owned by Value and Opportunity Master Fund.
 
Percentage: Approximately 1.72%
 
 
(b)
1.  Sole power to vote or direct vote: 120,447
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 120,447
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.
 
G.
Ramius Advisors
 
 
(a)
As the investment advisor of Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 39,103 Shares owned by Multi-Strategy Master Fund, (ii) 94,728 Shares owned by Navigation Master Fund, (iii) 49,601 Shares owned directly by RCG PB and (iv) 43,975 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 3.24%
 
 
(b)
1. Sole power to vote or direct vote: 227,407
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 227,407
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
H.
Ramius
 
 
(a)
As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 4.96%
 
 
(b)
1.  Sole power to vote or direct vote: 347,854
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 347,854
 
4.  Shared power to dispose or direct the disposition: 0
 
 
19

 
CUSIP NO. 125-902106

 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
I.           Cowen
 
 
(a)
As the sole member of Ramius, Cowen may be deemed the beneficial owner of the (i) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 4.96%
 
 
(b)
1.  Sole power to vote or direct vote: 347,854
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 347,854
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
Cowen did not enter into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
J.           RCG Holdings
 
 
(a)
As a significant shareholder of Cowen, RCG Holdings may be deemed the beneficial owner of the (i) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 4.96%
 
 
(b)
1.  Sole power to vote or direct vote: 347,854
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 347,854
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
RCG Holdings did not enter into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
 
20

 
CUSIP NO. 125-902106
 
K.
C4S
 
 
(a)
As the managing member of RCG Holdings, C4S may be deemed the beneficial owner of (i) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 4.96%
 
 
(b)
1.  Sole power to vote or direct vote: 347,854
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 347,854
 
4.  Shared power to dispose or direct the disposition: 0

 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
L.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 120,447 Shares owned by Value and Opportunity Master Fund, (ii) 39,103 Shares owned by Multi-Strategy Master Fund, (iii) 94,728 Shares owned by Navigation Master Fund, (iv) 49,601 Shares owned directly by RCG PB and (v) 43,975 Shares owned by Enterprise Master Fund.  Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.
 
Percentage: Approximately 4.96%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 347,854
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 347,854

 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 27.  The transactions in the Shares since the filing of Amendment No. 27 on behalf of Value and Opportunity Master Fund, Multi-Strategy Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
 
(e)
As of April 5, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.
 
 
21

 
CUSIP NO. 125-902106
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: April 6, 2010

RCG PB, LTD
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:
Ramius Advisors, LLC,
 
By:
RGC Starboard Advisors, LLC,
 
its investment advisor
   
its investment manager

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
 
By:
Ramius Advisors, LLC,
 
its investment advisor
   
its investment advisor

RAMIUS ADVISORS, LLC
 
RCG STARBOARD ADVISORS, LLC
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
       
RCG HOLDINGS LLC
 
RAMIUS LLC
By:
C4S & CO., L.L.C.
 
By:
Cowen Group, Inc.
 
its managing member
   
its sole member
         
RAMIUS NAVIGATION MASTER FUND LTD
 
COWEN GROUP, INC.
By:
Ramius Advisors, LLC,
   
 
its investment advisor
 
C4S & CO., L.L.C.

 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory


 
/s/ Jeffrey M. Solomon
Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as exhibits to the Schedule 13D.
 
 
22

 
CUSIP NO. 125-902106
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 27 to the Schedule 13D

Shares of Common Stock
Sold
Price Per
Share ($)
Date of
Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
6,393
 
12.8826
3/22/2010
277
 
12.7700
3/23/2010
1,281
 
13.3208
3/24/2010
1,489
 
13.4363
3/25/2010
4,566
 
13.6779
3/26/2010
4,917
 
13.8733
3/29/2010
2,403
 
13.8103
3/30/2010
1,377
 
13.9038
3/31/2010
3,867
 
13.8684
4/1/2010
35
 
14.2400
4/5/2010
5,402
 
14.0815
4/5/2010

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
2,075
 
12.8826
3/22/2010
90
 
12.7700
3/23/2010
416
 
13.3208
3/24/2010
483
 
13.4363
3/25/2010
1,483
 
13.6779
3/26/2010
1,597
 
13.8733
3/29/2010
780
 
13.8103
3/30/2010
447
 
13.9038
3/31/2010
1,255
 
13.8684
4/1/2010
11
 
14.2400
4/5/2010
1,754
 
14.0815
4/5/2010

RAMIUS ENTERPRISE MASTER FUND LTD
 
2,334
 
12.8826
3/22/2010
101
 
12.7700
3/23/2010
468
 
13.3208
3/24/2010
544
 
13.4363
3/25/2010
1,667
 
13.6779
3/26/2010
1,795
 
13.8733
3/29/2010
877
 
13.8103
3/30/2010
 
 
 

 
CUSIP NO. 125-902106
 
503
 
13.9038
3/31/2010
1,412
 
13.8684
4/1/2010
13
 
14.2400
4/5/2010
1,972
 
14.0815
4/5/2010

RAMIUS NAVIGATION MASTER FUND LTD
 
2,536
 
12.8826
3/22/2010
2,491
 
12.8826
3/22/2010
110
 
12.7700
3/23/2010
108
 
12.7700
3/23/2010
508
 
13.3208
3/24/2010
499
 
13.3208
3/24/2010
591
 
13.4363
3/25/2010
580
 
13.4363
3/25/2010
1,811
 
13.6779
3/26/2010
1,780
 
13.6779
3/26/2010
1,950
 
13.8733
3/29/2010
1,916
 
13.8733
3/29/2010
953
 
13.8103
3/30/2010
897
 
13.8103
3/30/2010
546
 
13.9038
3/31/2010
560
 
13.9038
3/31/2010
1,533
 
13.8684
4/1/2010
1,507
 
13.8684
4/1/2010
14
 
14.2400
4/5/2010
2,142
 
14.0815
4/5/2010
13
 
14.2400
4/5/2010
2,106
 
14.0815
4/5/2010

RCG PB, LTD
 
2,633
 
12.8826
3/22/2010
114
 
12.7700
3/23/2010
528
 
13.3208
3/24/2010
613
 
13.4363
3/25/2010
1,880
 
13.6779
3/26/2010
2,025
 
13.8733
3/29/2010
990
 
13.8103
3/30/2010
567
 
13.9038
3/31/2010
1,592
 
13.8684
4/1/2010
14
 
14.2400
4/5/2010
2,224
 
14.0815
4/5/2010

 
 
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