SC 13D/A

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. 2)1

CDI Corp.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

125071100

(CUSIP Number)

GREG LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

713-482-2196

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2016

(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. 125071100

1	NAME OF REPORTING PERSON BLR Partners LP
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 TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,445,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,445,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,445,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 125071100

1	NAME OF REPORTING PERSON BLRPart, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,445,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,445,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,445,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON PN

3

CUSIP NO. 125071100

1	NAME OF REPORTING PERSON BLRGP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,445,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,445,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,445,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON CO

4

CUSIP NO. 125071100

1	NAME OF REPORTING PERSON Fondren Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,445,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,445,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,445,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON PN

5

CUSIP NO. 125071100

1	NAME OF REPORTING PERSON FMLP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,445,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,445,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,445,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON CO

6

CUSIP NO. 125071100

1	NAME OF REPORTING PERSON Bradley L. Radoff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
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 1,445,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,445,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,445,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON IN

7

CUSIP NO. 125071100

1	NAME OF REPORTING PERSON Joshua E. Schechter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
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 18,372
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 18,372
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,372
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 IN

8

CUSIP NO. 125071100

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

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 BLR Partners 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 price of the 1,445,000 Shares owned directly by BLR Partners is approximately $8,023,446, including brokerage commissions.

The Shares purchased by Mr. Schechter were purchased with personal funds (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 price of the 18,372 Shares owned directly by Mr. Schechter is approximately $97,183, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 14, 2016, the Reporting Persons issued an open letter to the Chairman of the Issuer’s Board of Directors (the “Board”). In the letter, the Reporting Persons criticized the long-term destruction of shareholder value and the Issuer’s abhorrent corporate governance. In addition to calling on the Issuer to evaluate strategic alternatives, the Reporting Persons announced their intention to nominate directors for election at the Issuer’s 2017 annual meeting of shareholders. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 18,655,958 Shares outstanding as of October 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2016.

A. BLR Partners

(a) As of the close of business on December 13, 2016, BLR Partners beneficially owned 1,445,000 Shares.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 1,445,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,445,000

4. Shared power to dispose or direct the disposition: 0

9

CUSIP NO. 125071100

(c) The transactions in the Shares by BLR Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B. BLRPart GP

(a) BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,445,000 Shares owned by BLR Partners.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 1,445,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,445,000

4. Shared power to dispose or direct the disposition: 0

(c) BLRPart GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C. BLRGP

(a) BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,445,000 Shares owned by BLR Partners.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 1,445,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,445,000

4. Shared power to dispose or direct the disposition: 0

(c) BLRGP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D. Fondren Management

(a) Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,445,000 Shares owned by BLR Partners.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 1,445,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,445,000

4. Shared power to dispose or direct the disposition: 0

(c) Fondren Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

10

CUSIP NO. 125071100

E. FMLP

(a) FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,445,000 Shares owned by BLR Partners.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 1,445,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,445,000

4. Shared power to dispose or direct the disposition: 0

(c) FMLP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F. Mr. Radoff

(a) Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 1,445,000 Shares owned by BLR Partners.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 1,445,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,445,000

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Radoff has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  The transactions in the Shares on behalf of BLR Partners since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G. Mr. Schechter:

(a) As of the close of business on December 13, 2016, Mr. Schechter directly owned 18,372 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 18,372

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 18,372

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Schechter has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.

11

CUSIP NO. 125071100

An aggregate of 1,463,372 Shares, constituting approximately 7.8% of the Shares outstanding, are reported in this Schedule 13D.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to Chairman, dated December 14, 2016.

12

CUSIP NO. 125071100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 14, 2016

BLR Partners LP
By:	BLRPart, LP General Partner
By:	BLRGP Inc. General Partner
By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

BLRPart, LP
By:	BLRGP Inc. General Partner
By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

BLRGP Inc.
By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

Fondren Management, LP
By:	FMLP Inc. General Partner
By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

13

CUSIP NO. 125071100

FMLP Inc.
By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

/s/ Bradley L. Radoff

Bradley L. Radoff

/s/ Joshua E. Schechter

Joshua E. Schechter

14

CUSIP NO. 125071100

SCHEDULE A

Transactions in the Securities of the Issuer Since the filing of Amendment No. 1 to the Schedule 13D

Nature of Transaction Securities Purchased/(Sold) Price per Share ($) Date of Purchase / Sale

BLR PARTNERS LP

Purchase of Common Stock	4,422	6.0971	10/19/2016
Purchase of Common Stock	14,307	6.1897	10/20/2016
Purchase of Common Stock	9,271	6.1908	10/21/2016
Purchase of Common Stock	7,500	6.2532	10/26/2016
Purchase of Common Stock	3,000	6.3188	10/27/2016
Purchase of Common Stock	2,500	6.2284	10/28/2016
Purchase of Common Stock	3,000	6.1700	10/31/2016
Purchase of Common Stock	4,500	5.8711	11/01/2016
Purchase of Common Stock	5,000	5.4975	11/02/2016
Purchase of Common Stock	11,500	5.4029	11/03/2016
Purchase of Common Stock	15,000	5.5860	11/04/2016
Purchase of Common Stock	20,000	5.6765	11/07/2016
Purchase of Common Stock	5,000	7.3083	12/02/2016
Purchase of Common Stock	1,788	7.4000	12/06/2016
Purchase of Common Stock	3,212	8.1743	12/13/2016

EX-99.1

Exhibit 99.1

December 14, 2016

CDI Corp.

1735 Market Street, Suite 200

Philadelphia, Pennsylvania 19103

Attention: Walter R. Garrison, Chairman of the Board

Dear Mr. Garrison,

We currently own over 1.46 million shares of CDI Corp. (“CDI” or the “Company”) representing approximately 7.8% of the outstanding shares.  Our significant ownership stake makes us the largest unaffiliated shareholder group of CDI.  We have owned shares in the Company over the past few years and have previously communicated our thoughts on the Company’s disappointing operating performance, poor corporate governance and significant share price underperformance to the Company’s directors and management.  Given the lack of any meaningful response by the Company, we intend to nominate highly qualified and independent director candidates for election at the Company’s 2017 annual meeting of shareholders.

LONG-TERM VALUE DESTRUCTION

CDI’s long term share price performance is abysmal and should be of great concern to the Board of Directors (the “Board”).  CDI’s share price has significantly underperformed various relevant benchmarks over the short and long term.  Additionally, as a result of prolonged operational failures, the Board eliminated the longstanding quarterly dividend in November 2015.

	CDI Corp.	Jacobs Engineering Group, Inc.	Robert Half International, Inc.	Russell 2000 Index
YTD	21%	45%	7%	23%
1-year	20%	44%	8%	23%
3-year	-47%	6%	30%	28%
5-year	-30%	52%	98%	104%
10-year	-54%	46%	60%	101%
1/1/1995-12/13/2016	-33%	1193%	1447%	636%

Source: Bloomberg, calculated as of December 13, 2016. Rounded to the nearest whole percent.

CDI’s woeful share price performance is particularly striking in comparison to that of its peers who combined thoughtful M&A with organic growth to create significant shareholder value.  Specifically, CDI’s shares are trading below its price in 1995 while two of the Company’s self-defined peers, Jacobs Engineering and Robert Half, are up over tenfold during the same timeframe.

ABHORRENT GOVERNANCE

CDI’s failure to create value for its shareholders can be directly related to a montage of poor corporate governance, conflicts of interest and excessive compensation at the Board level.  We are professional investors who take corporate governance very seriously.  In fact, both of us have been elected and appointed to the boards of directors of public companies in order to work collaboratively with our fellow directors to address these issues and to reverse poor economic returns. Based on our collective experience, numerous red flags have been raised by the Company’s public filings and earnings calls that must be swiftly addressed.  Let us share some of our concerns with you.

Barton Winokur is hopelessly conflicted to a level that we have not seen in over twenty years of successful public company investing. We believe he effectively earns three revenue streams for essentially maintaining the status quo: excessive Board fees, fees as trustee of trusts for the benefit of your family members (the Garrison Trusts), and legal fees that are paid by the Company to Dechert LLP, Mr. Winokur’s law firm.  Dechert has received millions of dollars in legal fees over the years and it appears to be no coincidence that Brian Short, CDI’s general counsel, is a former Dechert partner.

Lastly, we are fully aware that the Board reduced the minimum equity ownership requirements due to the fact the share price has collapsed.  Without this change, the majority of the Board would be out of compliance with the original ownership guidelines.  This change is simply pathetic.

OVERTENURED AND OVERPAID

We believe issues relating to excessive tenure of various directors need to be addressed.  Mr. Winokur has served as a director of CDI since 1968 and Lawrence Karlson has served as a director since 1989.  Each of their respective tenures extends well beyond guidelines that we believe are acceptable for responsible governance for a public company.  The extended period of time each of these directors have served on the Board has in our view contributed to the absence of new energy, viewpoints and diverse skill sets this Board desperately needs.

Board compensation is excessive at CDI.  Fees paid to directors ranged from $177,998 to $229,914 in 2015.  These fees were similar to those paid to directors in 2008 when CDI generated more revenue and was profitable.  The market capitalization of CDI then was three times more than it is today.  Given the massive destruction of shareholder value over the long-term, we believe directors’ compensation should be reduced and no cash fees should be paid to a group of individuals who have overseen the demise of corporate and shareholder value.

TIME FOR CHANGE

In short, this Board has failed shareholders and wholesale change must be made. The Board has hired multiple CEOs over the past five years only to see operating performance and shareholder returns reach new lows.  Meanwhile, the Board shows a complete disregard for the conflicts of interest by allowing Mr. Winokur to continue as a director and by maintaining his law firm Dechert as outside counsel.  One could easily question whether CDI’s public existence is being perpetuated simply to justify the gross overcompensation of both Dechert and individual directors of CDI. This is a shameful way to tarnish the CDI legacy and we intend to hold each director accountable during our proxy campaign.

We strongly believe the best course of action is for the Board to immediately engage a financial advisor to explore strategic alternatives including a sale or a merger to the highest bidder.  Since our initial Schedule 13D filing, we have been contacted by multiple parties that have attempted to engage CDI in potential acquisition discussions.  We are confident that there is significant value that can be realized through a sale of CDI which would exceed any purported risk adjusted standalone plan, especially a plan that relies on the same Board whose long-term performance has been a disaster for shareholders.  As part of a strategic alternatives review, we demand the Board suspend its search for a permanent CEO so that it can focus on a transaction which will benefit both CDI and its beleaguered shareholders.

Mr. Garrison, we are prepared to discuss this matter with you at any time.

Sincerely,
/s/ Bradley L. Radoff	/s/ Joshua E. Schechter
Bradley L. Radoff	Joshua E. Schechter