-----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, Nq14Yebb/FoRTvWXUz1rQYks96/WoKqHoX+h/UlS4ia+8bMDRmSaCMr1rVgTrXT5 ygVCYcmNexSxhUgrUU6DcQ== 0000921895-09-001188.txt : 20090428 0000921895-09-001188.hdr.sgml : 20090428 20090427202111 ACCESSION NUMBER: 0000921895-09-001188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20090428 DATE AS OF CHANGE: 20090427 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: 09773808 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: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da1306297038_04242009.htm AMENDMENT NO. 13 TO THE SCHEDULE 13D sc13da1306297038_04242009.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. 13)1

CPI CORP.
(Name of Issuer)

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

125-902106
(CUSIP Number)

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 24, 2009
(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
 
215,187
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
215,187
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
215,187
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
CO

2

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Starboard Value & Opportunity Fund, LLC
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
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
277,925
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
277,925
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
277,925
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
OO

3

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Merger Arbitrage 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
 
192,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
192,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
192,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.8%
14
TYPE OF REPORTING PERSON
 
CO

4

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
 
191,278
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
191,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
191,278
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.8%
14
TYPE OF REPORTING PERSON
 
CO

5

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
 
797,988
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
797,988
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
797,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.5%
14
TYPE OF REPORTING PERSON
 
CO

6

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Ramius Leveraged 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
 
43,610
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
43,610
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,610
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

7

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
 
N/A
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
 
642,075
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
642,075
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
642,075
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%
14
TYPE OF REPORTING PERSON
 
IA, OO

8

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
 
N/A
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
 
1,075,913
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,075,913
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,075,913
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.5%
14
TYPE OF REPORTING PERSON
 
IA, OO

9

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
 
N/A
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
 
1,717,988
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,717,988
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,717,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.7%
14
TYPE OF REPORTING PERSON
 
IA, OO

10

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
C4S & Co., LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
N/A
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
 
1,717,988
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,717,988
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,717,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.7%
14
TYPE OF REPORTING PERSON
 
OO

11

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
 
N/A
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
 
1,717,988
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,717,988
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,717,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.7%
14
TYPE OF REPORTING PERSON
 
IN

12

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
 
N/A
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
 
1,717,988
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,717,988
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,717,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.7%
14
TYPE OF REPORTING PERSON
 
IN

13

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
 
N/A
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
 
1,717,988
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,717,988
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,717,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.7%
14
TYPE OF REPORTING PERSON
 
IN

14

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
 
N/A
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
 
1,717,988
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,717,988
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,717,988
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.7%
14
TYPE OF REPORTING PERSON
 
IN

15

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Peter A. Feld
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
 
6,588
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,336
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,588
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

16

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Joseph C. Izganics
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
N/A
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
 
01
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
01
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
01
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN


 
1 See Item 5.

 
17

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
John Serino
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
N/A
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
 
01
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
01
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
01
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 

 
1 See Item 5.
 

18

CUSIP NO. 125-902106
 
1
NAME OF REPORTING PERSON
 
Paul G. White
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
N/A
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
 
01
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
01
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
01
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN


1 See Item 5.

19

CUSIP NO. 125-902106
 
INTRODUCTION
 
This Amendment No. 13 (“Amendment No. 13”) amends the Schedule 13D, which was originally filed September 15, 2003, as amended to date (the “Schedule 13D”), by Knightspoint Partners I, L.P., Knightspoint Capital Management I LLC, Knightspoint Partners LLC, David Meyer, Michael Koeneke, Ramius Securities, LLC, Ramius LLC (f/k/a Ramius Capital Group, LLC), C4S & Co., LLC, Ramius Merger Arbitrage Master Fund Ltd (f/k/a RCG Ambrose Master Fund, Ltd), Ramius Multi-Strategy Master Fund Ltd (f/k/a Ramius Master Fund, Ltd.), Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Ramius Advisors, LLC, Starboard Value and Opportunity Fund, LLC, RCG Starboard Advisors, LLC and Jeffrey M. Solomon with respect to the common stock, $.40 par value, of CPI Corp., a Delaware corporation (the “Company”).  Capitalized terms used but not defined herein shall have the meaning set forth in the original Schedule 13D.
 
Ramius Securities, LLC, Ramius LLC (f/k/a Ramius Capital Group, LLC), C4S & Co., LLC, Ramius Merger Arbitrage Master Fund Ltd (f/k/a RCG Ambrose Master Fund, Ltd), Ramius Multi-Strategy Master Fund Ltd (f/k/a Ramius Master Fund, Ltd.), Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Ramius Advisors, LLC, Starboard Value and Opportunity Fund, LLC, RCG Starboard Advisors, LLC and Jeffrey M. Solomon (the “Ramius Group”) were previously part of a Section 13(d) reporting group that included Knightspoint Partners I, L.P., Knightspoint Capital Management I LLC, Knightspoint Partners LLC, David Meyer, Michael Koeneke (the “Knightspoint Group”).  The Ramius Group ceased to be members of the Knightspoint Group on February 27, 2009.  For ownership information relating to the Ramius Group prior to the filing of this Amendment No. 13, please make reference to the Schedule 13D, as amended to date.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
Joseph C. Izganics (“Mr. Izganics”) is a nominee for the Board of Directors of the Issuer and he is currently retired.  The principal business address of Mr. Izganics is 28 Hawks Branch Lane, White, Georgia 30184.  Mr. Izganics is a citizen of the United States of America.
 
John Serino (“Mr. Serino”) is a nominee for the Board of Directors of the Issuer and he is currently retired.  The principal business address of Mr. Serino is 58 Deer Meadow Lane, Danville, California 94506.  Mr. Serino is a citizen of the United States of America.
 
Paul G. White (“Mr. White”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as President, Chief Executive Officer and as a Director of Goody’s LLC.  The principal business address of Mr. White is 400 Goody's Lane, Knoxville, Tennessee 37922.  Mr. White is a citizen of the United States of America.
 
(d)           None of Messrs. Izganics, Serino or White has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           None of Messrs. Izganics, Serino or White has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
20

CUSIP NO. 125-902106
 
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, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund 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 1,717,988 Shares beneficially owned in the aggregate by Enterprise Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund is approximately $49,590,000, excluding brokerage commissions.
 
Mr. Feld directly owns 6,588 Shares awarded by the Issuer.

Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:

On April 24, 2009, in accordance with the terms of the Issuer’s Bylaws, Value and Opportunity Master Fund delivered a letter to the Issuer nominating Messrs. Feld, Izganics, Serino and White, as set forth therein (the “Nomination Letter”), for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2009 Annual Meeting”).  The Reporting Persons have engaged and intend to continue to engage in discussions with the Issuer regarding matters in connection with the Nomination Letter and the 2009 Annual Meeting.
 
On April 24, 2009, accompanying the Nomination Letter, Value and Opportunity delivered a letter to David M. Meyer, Chairman of the Board of the Issuer (the “Cover Letter”), outlining a proposed settlement offer (the “Proposed Settlement”) in the interest of finding a mutually agreeable slate of directors to be nominated for election at the 2009 Annual Meeting and avoiding a protracted election contest.  The Proposed Settlement provides as follows:
 
 
(i)
Increase the size of the Board to seven members;
 
(ii)
Preserve Peter A. Feld’s re-nomination as an incumbent director for election at the 2009 Annual Meeting;
 
(iii)
Withdraw the Issuer’s re-nomination of one other incumbent director for election at the 2009 Annual Meeting; and
 
(iv)
Include in the Issuer’s slate of directors at the 2009 Annual Meeting two of the three highly qualified independent nominees that Value and Opportunity Master Fund included in its Nomination Letter.

Notwithstanding the submission of the Nomination Letter, Value and Opportunity Master Fund believes that the Proposed Settlement is preferable to a protracted election contest.  Should Value and Opportunity Master Fund and the Issuer be unable to reach an agreement with regard to the slate of nominees at the 2009 Annual Meeting, Value and Opportunity Master Fund must reserve all of its rights as a stockholder to move forward with soliciting proxies on behalf of its nominees.  However, in that case, Value and Opportunity Master Fund will likely modify its slate so that the new, independent director candidates, if elected, would constitute a minority of the re-constituted Board.  A copy of the Cover Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
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 6,953,015 Shares outstanding, as of April 17, 2009, which is the total number of Shares outstanding as reported in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 24, 2009.
 
21

CUSIP NO. 125-902106
 
A.           Value and Opportunity Master Fund

 
(a)
As of the close of business on April 24, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.
 
Percentage: Approximately 11.5%
 
 
(b)
1.  Sole power to vote or direct vote: 797,988
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 797,988
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Value and Opportunity Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 12.
 
B.
Starboard Value and Opportunity Fund
 
 
(a)
As of the close of business on April 24, 2009, Starboard Value and Opportunity Fund beneficially owned 277,925 Shares.
 
Percentage: Approximately 4.0%
 
 
(b)
1.  Sole power to vote or direct vote: 277,925
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 277,925
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard Value and Opportunity Fund since the filing of Amendment No. 12 are set forth in Schedule A and are incorporated by reference.
 
C.
Merger Arbitrage Master Fund
 
 
(a)
As of the close of business on April 24, 2009, Merger Arbitrage Master Fund beneficially owned 192,000 Shares.
 
Percentage: Approximately 2.8%
 
 
(b)
1.  Sole power to vote or direct vote: 192,000
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 192,000
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Merger Arbitrage Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 12.
 
D.
Leveraged Multi-Strategy Master Fund
 
 
(a)
As of the close of business on April 24, 2009, Leveraged Multi-Strategy Master Fund beneficially owned 43,610 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 43,610
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 43,610
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Leveraged Multi-Strategy Master Fund since the filing of Amendment No. 12 are set forth in Schedule A and are incorporated by reference.
 
 
22

CUSIP NO. 125-902106
 
E.
Multi-Strategy Master Fund
 
 
(a)
As of the close of business on April 24, 2009, Multi-Strategy Master Fund beneficially owned 191,278 Shares.
 
Percentage: Approximately 2.8%
 
 
(b)
1.  Sole power to vote or direct vote: 191,278
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 191,278
 
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. 12 are set forth in Schedule A and are incorporated by reference.
 
F.
Enterprise Master Fund
 
(a)  
As of the close of business on April 24, 2009, Enterprise Master Fund beneficially owned 215,187 Shares.
 
Percentage: Approximately 3.1%
 
(b)  
1. Sole power to vote or direct vote: 215,187
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 215,187
 
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. 12 are set forth in Schedule A and are incorporated by reference.
 
G.
RCG Starboard Advisors
 
 
(a)
As the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value and Opportunity Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund and (ii) 277,925 Shares owned by Starboard Value and Opportunity Fund.
 
Percentage: Approximately 15.5%
 
 
(b)
1.  Sole power to vote or direct vote: 1,075,913
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,075,913
 
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. 12.  The transactions in the Shares since the filing of Amendment No. 12 on behalf of Starboard Value and Opportunity Fund are set forth in Schedule A and are incorporated by reference.
 
H.
Ramius Advisors
 
 
(a)
As the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 191,278 Shares owned by Multi-Strategy Master Fund, (ii) 192,000 Shares owned by Merger Arbitrage Master Fund, (iii) 43,610 Shares owned by Leveraged Multi-Strategy Master Fund, and (iv) 215,187 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 9.2%
 
23

CUSIP NO. 125-902106
 
 
(b)
1. Sole power to vote or direct vote: 642,075
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 642,075
 
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. 12.  The transactions in the Shares since the filing of Amendment No. 12 on behalf of Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
I.
Ramius
 
 
(a)
As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 277,925 Shares owned by Starboard Value and Opportunity Fund, (iii) 191,278 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 43,610 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 215,187 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 24.7%
 
 
(b)
1.  Sole power to vote or direct vote: 1,717,988
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,717,988
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 12.  The transactions in the Shares since the filing of Amendment No. 12 on behalf of Starboard Value and Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
J.
C4S
 
 
(a)
As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 277,925 Shares owned by Starboard Value and Opportunity Fund, (iii) 191,278 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 43,610 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 215,187 Shares owned by Enterprise Master Fund.
 
Percentage: Approximately 24.7%
 
24

CUSIP NO. 125-902106
 
 
(b)
1.  Sole power to vote or direct vote: 1,717,988
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,717,988
 
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. 12.  The transactions in the Shares since the filing of Amendment No. 12 on behalf of Starboard Value and Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
K.
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) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 277,925 Shares owned by Starboard Value and Opportunity Fund, (iii) 191,278 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 43,610 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 215,187 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, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.
 
Percentage: Approximately 24.7%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 1,717,988
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 1,717,988
 
 
(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. 12.  The transactions in the Shares since the filing of Amendment No. 12 on behalf of Starboard Value and Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
L.
Mr. Feld
 
 
(a)
As of the close of business on April 24, 2009, Mr. Feld beneficially owned 6,588 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 6,588
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,336
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 12.
 
 
25

CUSIP NO. 125-902106
 
M.
Messrs. Izganics, Serino and White
 
 
(a)
As of the close of business on April 24, 2009, none of Messrs. Izganics, Serino or White directly owned any Shares.  Each of Messrs. Izganics, Serino and White, as members of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 277,925 Shares owned by Starboard Value and Opportunity Fund, (iii) 191,278 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 43,610 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 215,187 Shares owned by Enterprise Master Fund.  Each of Messrs. Izganics, Serino and White disclaims beneficial ownership of such Shares.
 
Percentage: 0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
 
2. Shared power to vote or direct vote: 0
 
 
3. Sole power to dispose or direct the disposition: 0
 
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
None of Messrs. Izganics, Serino or White entered into any transactions in the Shares since the filing of Amendment No. 12.  The transactions in the Shares since the filing of Amendment No. 12 on behalf of Starboard Value and Opportunity Fund, Multi-Strategy Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.
 
(c)    Not applicable.
 
(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 of the Common Stock.
 
(e)    Not applicable. 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
This Amendment No. 13 reports the sale of an aggregate of 6,500 Shares by the Reporting Persons pursuant to the Sales Plan Agreement.  The Sales Plan Agreement allows for the sale of up to an aggregate of 575,000 Shares.  Shares sold pursuant to the Sales Plan Agreement may be sold in accordance with trading requirements adopted by the Reporting Persons and the Sales Plan Agreement may be terminated at any time by the Reporting Persons.
 
On April 27, 2009, Value and Opportunity Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund, Enterprise Master Fund, RCG Starboard Advisors, Ramius Advisors, Ramius, C4S, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Peter A. Feld, Joseph C. Izganics, John Serino and Paul G. White (collectively the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Group agreed to solicit proxies or written consents for the election of the persons nominated by Value and Opportunity Master Fund to the Issuer’s Board of Directors at the 2009 Annual Meeting (the “Solicitation”), and (c) Value and Opportunity Master Fund, Starboard Value and Opportunity Fund, Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, and Enterprise Master Fund agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.  A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
26

CUSIP NO. 125-902106
 
Pursuant to letter agreements, Value and Opportunity Master Fund has agreed to indemnify Messrs. Izganics, Serino and White against any and all claims of any nature arising from the Solicitation and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
Value and Opportunity Master Fund has agreed to compensate Messrs. Izganics, Serino and White for being named as and serving as nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”).  Pursuant to the terms of the Compensation Letter Agreements, Value and Opportunity Master Fund has agreed to pay each of Messrs. Izganics, Serino and White (i) $10,000 in cash upon the submission of the Nomination Letter and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the Securities and Exchange Commission relating to a solicitation of proxies in favor of Messrs. Izganics’, Serino’s and White’s election as a director at the 2009 Annual Meeting.  Pursuant to the Compensation Letter Agreements, each of Messrs. Izganics, Serino and White agrees to use such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Messrs. Izganics, Serino and White shall determine, but in any event no later than 14 days after receipt of such compensation.  If elected or appointed to serve as a director of the Board, each of Messrs. Izganics, Serino and White agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director; provided, however, in the event that the Issuer enters into a business combination with a third party, each of Messrs. Izganics, Serino and White may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to include the following exhibits:
 
Exhibit 99.1
Cover Letter, dated April 24, 2009.
 
Exhibit 99.2
Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Leveraged Multi-Strategy Master Fund Ltd, Ramius Enterprise Master Fund Ltd, Starboard Value & Opportunity Fund, LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Peter A. Feld, Joseph C. Izganics, John Serino and Paul G. White, dated April 27, 2009.
 
Exhibit 99.3
Form of Indemnification Letter Agreement.
 
Exhibit 99.4
Form of Compensation Letter Agreement.
 
Exhibit 99.5
Power of Attorney for Joseph C. Izganics.
 
Exhibit 99.6
Power of Attorney for John Serino.
 
Exhibit 99.7
Power of Attorney for Paul G. White.
 

 
27

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 27, 2009

STARBOARD VALUE AND OPPORTUNITY FUND, LLC
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:
RGC Starboard Advisors, LLC,
 
By:
RGC Starboard Advisors, LLC,
 
its managing member
   
its investment manager
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
By:
C4S & Co., L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its managing member
   
its managing member

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
RCG STARBOARD ADVISORS, LLC
By:
Ramius Advisors, L.L.C.,
 
By:
Ramius LLC,
 
its investment advisor
   
its sole member
By:
Ramius LLC,
 
By:
C4S & Co., L.L.C.,
 
its sole member
   
its managing member
By:
C4S & Co., L.L.C.,
     
 
its managing member
   
         
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
 
RAMIUS LLC
By:
Ramius Advisors, L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its investment advisor
   
as managing member
By:
Ramius LLC,
     
 
its sole member
     
By:
C4S & Co., L.L.C.,
     
 
its managing member
     

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, L.L.C.,
 
By:
Ramius Advisors, L.L.C.,
 
its investment advisor
   
its investment advisor
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
By:
C4S & Co., L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its managing member
   
its managing member

RAMIUS ADVISORS, L.L.C.
 
C4S & CO., L.L.C.
By:
Ramius LLC,
   
 
its sole member
   
By:
C4S & Co., L.L.C.,
   
 
its managing member
   
 
 
28

CUSIP NO. 125-902106

 
 
 
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, Thomas W. Strauss, Joseph C.
Izganics, John Serino and Paul G. White


 
/s/ Peter A. Feld
Peter A. Feld, individually



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.
 
29

CUSIP NO. 125-902106
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 12 to the Schedule 13D

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

STARBOARD VALUE & OPPORTUNITY FUND, LLC
 
(1,003)
 
10.0656
04/22/2009
(3,072)
 
10.1218
04/24/2009

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
(219)
 
10.0656
04/22/2009
(671)  
10.1218
04/24/2009

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
(178)
 
10.0656
04/22/2009
(544)  
10.1218
04/24/2009

RAMIUS ENTERPRISE MASTER FUND LTD
 
(200)
 
10.0656
04/22/2009
(613)
 
10.1218
04/24/2009
 
30
EX-99.1 2 ex991to13da1306297038_042409.htm COVER LETTER ex991to13da1306297038_042409.htm
Exhibit 99.1
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
c/o RCG Starboard Advisors, LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022

April 24, 2009
 
Via E-MAIL, FACSIMILE AND FEDERAL EXPRESS
 
CPI Corp.
1706 Washington Ave.
St. Louis, Missouri 63103
Attn: David M. Meyer, Chairman of the Board

cc: Board of Directors

 
Re:
Nomination of Directors by Ramius Value and Opportunity Master Fund Ltd

Dear David:

Attached is a courtesy copy of the nomination letter (the “Nomination Letter”) from Ramius Value and Opportunity Master Fund Ltd (“Ramius”) nominating four individuals for election at the 2009 annual meeting of stockholders (the “Annual Meeting”) of CPI Corp. (“CPI” or the “Company”) in accordance with the Company’s By-Laws (the “By-Laws”).  The Nomination Letter has been delivered to the Corporate Secretary of the Company. As discussed with you earlier this week, Ramius has submitted the Nomination Letter to preserve its rights under the By-Laws to nominate directors for election to the CPI Board of Directors (the “CPI Board”) at the Annual Meeting and as a result of the CPI Board’s unwillingness to extend the nomination deadline.

Ramius continues to believe that it would be in the best interest of all parties involved that a mutually agreeable slate of directors be nominated for election at the Annual Meeting.  To such end, Ramius has proposed, and continues to propose, the following settlement offer to the CPI Board (“Proposed Settlement”) as follows:

 
(i)
Increase the size of the CPI Board to seven (7) members;
 
(ii)
Preserve Peter A. Feld’s re-nomination as an incumbent director for election at the Annual Meeting;
 
(iii)
Withdraw the Company’s re-nomination of one other incumbent director for election at the Annual Meeting; and
 
(iv)
Include in the Company’s slate of directors at the Annual Meeting two of the three highly qualified independent nominees that Ramius has included in its Nomination Letter.

 
 
 

 
 
In summary, this Proposed Settlement would result in a pro forma Board comprised of five incumbent directors and two newly elected, independent directors.   

Ramius has been and continues to be prepared to engage in a meaningful and constructive dialogue with you and the Board in order to reach an amicable resolution.  Ramius firmly believes that its proposed nominees would bring substantial retail expertise to the CPI Board and greatly expand the skill sets available to oversee and govern the Company.

Notwithstanding the submission of the Nomination Letter, Ramius believes that the Proposed Settlement is preferable to a protracted election contest.  Should Ramius and CPI be unable to reach an agreement with regard to the slate of nominees at the 2009 Annual Meeting, Ramius must reserve all of its rights as a stockholder to move forward with soliciting proxies on behalf of its nominees.  However, in that case, Ramius will likely modify its slate so that the new, independent, director candidates, if elected, would constitute a minority of the re-constituted CPI Board.


Best regards,
 
/s/ Mark Mitchell
 
Mark Mitchell
Partner
RAMIUS LLC

EX-99.2 3 ex992to13da1306297038_042409.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da1306297038_042409.htm
Exhibit 99.2
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CPI, Corp., a Delaware Corporation (the “Company”);
 
WHEREAS, Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), Ramius Leveraged Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company (“Leveraged Multi-Strategy Master Fund”), Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), Starboard Value & Opportunity Fund, LLC, a Delaware limited liability company (“Starboard Value and Opportunity Fund”), Ramius Merger Arbitrage Master Fund Ltd, a Cayman Islands exempted company (“Merger Arbitrage Master Fund”), Ramius Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company (“Multi-Strategy Master Fund”),  Ramius Advisors, LLC, a Delaware limited liability company, RCG Starboard Advisors, LLC, a Delaware limited liability company, Ramius LLC, a Delaware limited liability company (“Ramius”), C4S & Co., L.L.C., a Delaware limited liability company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Peter A. Feld, Joseph C. Izganics, John Serino and Paul G. White, wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2009 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2009 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 27th day of April 2009 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.  Ramius or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board of Directors of the Company at the 2009 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 

 
4.           Enterprise Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Enterprise Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund based on the number of Shares in the aggregate beneficially owned by each of Enterprise Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund on the date hereof.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Ramius, or its representatives, which approval shall not be unreasonably withheld.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Ramius and its affiliates relating to their investment in the Company.
 
11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
2

 
CPI Corp. Joint Filing and Solicitation Signature Page
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
STARBOARD VALUE AND OPPORTUNITY FUND, LLC
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:
RGC Starboard Advisors, LLC,
 
By:
RGC Starboard Advisors, LLC,
 
its managing member
   
its investment manager
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
By:
C4S & Co., L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its managing member
   
its managing member

RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
RCG STARBOARD ADVISORS, LLC
By:
Ramius Advisors, L.L.C.,
 
By:
Ramius LLC,
 
its investment advisor
   
its sole member
By:
Ramius LLC,
 
By:
C4S & Co., L.L.C.,
 
its sole member
   
its managing member
By:
C4S & Co., L.L.C.,
     
 
its managing member
   
         
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
 
RAMIUS LLC
By:
Ramius Advisors, L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its investment advisor
   
as managing member
By:
Ramius LLC,
     
 
its sole member
     
By:
C4S & Co., L.L.C.,
     
 
its managing member
     

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, L.L.C.,
 
By:
Ramius Advisors, L.L.C.,
 
its investment advisor
   
its investment advisor
By:
Ramius LLC,
 
By:
Ramius LLC,
 
its sole member
   
its sole member
By:
C4S & Co., L.L.C.,
 
By:
C4S & Co., L.L.C.,
 
its managing member
   
its managing member

RAMIUS ADVISORS, L.L.C.
 
C4S & CO., L.L.C.
By:
Ramius LLC,
   
 
its sole member
   
By:
C4S & Co., L.L.C.,
   
 
its managing member
   
 

 
CPI Corp. Joint Filing and Solicitation Signature Page
 
 
 
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, Thomas W. Strauss, Joseph C. Izganics, John Serino and Paul G. White
 
 
/s/ Peter A. Feld 
Peter A. Feld, individually

 



 
EX-99.3 4 ex993to13da1306297038_042409.htm FORM OF INDEMNIFICATION AGREEMENT ex993to13da1306297038_042409.htm
Exhibit 99.3
 

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
c/o RCG Starboard Advisors, LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022


 
April __, 2009
 

 
__________________
__________________
__________________

 
Re:           CPI Corp.
 
Dear:
 
Thank you for agreeing to serve as a nominee for election to the Board of Directors of CPI Corp. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter will set forth the terms of our agreement.
 
The members of the Ramius Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Ramius Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of the Ramius Group’s obligations hereunder shall not apply to any of your actions or omissions as a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Ramius Group Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Ramius Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Ramius Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Ramius Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Ramius Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Ramius Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Ramius Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Ramius Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
 
 
 

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Ramius Group so that the Ramius Group or any member thereof may seek a protective order or other appropriate remedy or, in the Ramius Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Ramius Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Ramius Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
 
All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Ramius Group and, upon the request of a representative of the Ramius Group, all such information shall be returned or, at the Ramius Group’s option, destroyed by you, with such destruction confirmed by you to the Ramius Group in writing.
 
This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
 

 
*              *              *
 
 
 

 

 
If you agree to the foregoing terms, please sign below to indicate your acceptance.
 
 

Very truly yours,
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
By: RCG Starboard Advisors, LLC, its investment manager
 
By:
 
Name:
 
Title:
Authorized Signatory
 
 
 
ACCEPTED AND AGREED:
 

 
___________________________
[NOMINEE]

 
EX-99.4 5 ex994to13da1306297038_042409.htm FORM OF COMPENSATION AGREEMENT ex994to13da1306297038_042409.htm
Exhibit 99.4
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
c/o RCG Starboard Advisors, LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022

April __, 2009
 

 

_________________
_________________
_________________
_________________
 

Dear:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of CPI Corp. (the “Company”) at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
 
In consideration of your agreement to be named and serve as nominee of the Ramius Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $10,000 in cash upon the Ramius Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Proxy Statement”) relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting.  You hereby agree to use such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 14 days after receipt of such compensation.  If elected or appointed to serve as a director of the Company’s Board, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.
 
The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States.  The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices.  The parties hereto waive trial by jury in respect of any such proceeding.
 
 
 

 
 
This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
 

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
By: RCG Starboard Advisors, LLC, its investment manager
 
By:
 
Name:
 
Title:
Authorized Signatory



Accepted and Agreed to:



____________________
[NOMINEE]
 
EX-99.5 6 ex995to13da1306297038_042409.htm POWER OF ATTORNEY FOR JOSEPH C. IZGANICS ex995to13da1306297038_042409.htm
Exhibit 99.5
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of CPI Corp. (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated September 15, 2003, as amended thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rdday of April 2009.

 

/s/  Joseph C. Izganics
 
JOSEPH C. IZGANICS
 
EX-99.6 7 ex996to13da1306297038_042409.htm POWER OF ATTORNEY FOR JOHN SERINO ex996to13da1306297038_042409.htm
Exhibit 99.6
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of CPI Corp. (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated September 15, 2003, as amended thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of April 2009.
 
 

/s/ John Serino
 
JOHN SERINO
 
 

EX-99.7 8 ex997to13da1306297038_042409.htm POWER OF ATTORNEY FOR PAUL G. WHITE ex997to13da1306297038_042409.htm
Exhibit 99.7
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of CPI Corp. (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated September 15, 2003, as amended thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of April 2009.
 

/s/ Paul G. White
 
PAUL G. WHITE
 

-----END PRIVACY-ENHANCED MESSAGE-----