Filed by Bowne Pure Compliance

0001362310-08-001006.txt : 20080215 0001362310-08-001006.hdr.sgml : 20080215 20080215143229 ACCESSION NUMBER: 0001362310-08-001006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 GROUP MEMBERS: BRYANT REGAN GROUP MEMBERS: LAFITTE CAPITAL MANAGEMENT LP GROUP MEMBERS: LAFITTE FUND I MASTER FUND L.P. 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: 0206 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33916 FILM NUMBER: 08622226 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: Lafitte Capital, LLC CENTRAL INDEX KEY: 0001405556 IRS NUMBER: 205685104 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 375 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512.478.1271 MAIL ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 375 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G 1 c72492sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

CPI Corp.

(Name of Issuer)

Common Stock, par value $0.40

(Title of Class of Securities)

125-902106

(CUSIP Number)

January 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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	NAMES OF REPORTING PERSONS Lafitte Capital Management LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,265

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			508,265

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,265

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		125-902106


1	NAMES OF REPORTING PERSONS Lafitte Capital, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,265

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			508,265

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,265

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		125-902106


1	NAMES OF REPORTING PERSONS Lafitte Fund I Master Fund L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,265

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			508,265

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,265

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		125-902106


1	NAMES OF REPORTING PERSONS Bryant Regan


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			508,265

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			508,265

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	508,265

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

SCHEDULE 13G

This statement is being filed by Lafitte Capital Management LP, a Texas limited partnership (“Lafitte”), Lafitte Capital, LLC, a Texas limited liability company (“Lafitte Capital”), Lafitte Fund I Master Fund L.P., a Cayman Islands exempted limited partnership (“Master Fund”). The sole member of Lafitte Capital is Bryant Regan (together with Lafitte, Lafitte Capital and Master Fund, the “Reporting Persons”).


Item 1(a)		Name of Issuer.

CPI Corp.


Item 1(b)		Address of Issuer’s Principal Executive Offices.

1706 Washington Ave.
St. Louis, Missouri 63103-1709


Item 2(a)		Name of Person Filing.

(1) Lafitte
(2) Lafitte Capital
(3) Master Fund
(4) Bryant Regan


Item 2(b)		Address of Principal Business Office.

For all filers:

701 Brazos, Suite 375
Austin, Texas 78701


Item 2(c)		Citizenship.

(1) Lafitte Texas
(2) Lafitte Capital Texas
(3) Master Fund Cayman Islands
(4) Bryant Regan USA

Lafitte is the investment manager for the Master Fund and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by the Master Fund. Lafitte Capital is the general partner of Lafitte, and its sole member is Bryant Regan.


Item 2(d)		Title of Class of Securities.

Common Stock, par value $0.40 (the “Common Stock”)


Item 2(e)		CUSIP Number.

125-902106


Item 3		Reporting Person.

The person filing is not listed in Items 3(a) through 3(j).


Item 4		Ownership.

	(a)		Lafitte, Lafitte Capital, Master Fund, and Bryant Regan are the beneficial owners of 508,265 shares of Common Stock. Lafitte may be deemed to beneficially own the shares of Common Stock held by the Master Fund as a result of being the investment manager of the Master Fund. Lafitte Capital may be deemed to beneficially own the shares of Common Stock held by Lafitte as a result of being the general partner of Lafitte. Bryant Regan may be deemed to beneficially own the shares of Common Stock held by Lafitte Capital as a result of being the sole member of Lafitte Capital.

	(b)		The Reporting Persons beneficially own 508,265 shares of Common Stock which represent 8.0% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by 6,386,019, the number of shares of Common Stock issued and outstanding as of August 27, 2007, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on January 14, 2008.

	(c)		The Reporting Persons may direct the vote and disposition of 508,265 shares of Common Stock.


Item 5		Ownership of Five Percent or Less of a Class.

Inapplicable.


Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable


Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.


Item 8		Identification and Classification of Members of the Group.

Inapplicable.


Item 9		Notice of Dissolution of Group.

Inapplicable.


Item 10		Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


Exhibits		Exhibit 1

Joint Filing Agreement between Lafitte Capital, LLC, Lafitte Capital Management LP, Lafitte Fund I Master Fund and Bryant Regan.

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.

Date: February 15, 2008


LAFITTE CAPITAL, LLC
By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager

LAFITTE CAPITAL MANAGEMENT LP By: Lafitte Capital, LLC, its general partner
By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager

LAFITTE FUND I MASTER FUND By: Lafitte Capital Management LP By: Lafitte Capital, LLC, its general partner
By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager


/s/ Bryant Regan
Name:	Bryant Regan

EX-1 2 c72492exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock of CPI Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 15, 2008.


LAFITTE CAPITAL, LLC
By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager

LAFITTE CAPITAL MANAGEMENT LP By: Lafitte Capital, LLC, its general partner
By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager

LAFITTE FUND I MASTER FUND By: Lafitte Capital Management LP By: Lafitte Capital, LLC, its general partner
By:	/s/ Bryant Regan
	Name:	Bryant Regan
	Title:	Manager


/s/ Bryant Regan
Name:	Bryant Regan