CPI Corp.'s Two Largest, Unaffiliated Stockholders Publicly Pledge to Vote for CPI's Director Nominees
23 June 2009 - 11:24PM
PR Newswire (US)
ST. LOUIS, June 23 /PRNewswire-FirstCall/ -- CPI Corp. (NYSE:CPY)
today announced that its two largest, unaffiliated stockholders,
Century Management and its affiliate, Van Den Berg Management, and
Lafitte Capital Management, which in the aggregate owned
approximately 23% of the Company's outstanding shares as of the May
9, 2009 record date, have publicly pledged to vote their shares for
CPI's director nominees at the Company's July 8, 2009 Annual
Meeting of Stockholders. "Century and Lafitte are both long-term
stockholders of CPI that possess a deep understanding of our
business and industry," said David Meyer, Chairman of CPI. "We are
pleased that our two largest, unaffiliated stockholders recognize
the progress that CPI has made under our board and management team.
We value their ideas and opinions and appreciate their strong
endorsement of our board and director nominees." In its June 22,
2009 press release, Century Management and its affiliate, Van Den
Berg Management, which owned approximately 15.5% of the Company's
outstanding shares as of the May 9, 2009 record date, stated:
"[A]fter carefully reviewing the positions of CPI and Ramius with
regards to the election of directors at CPI's Annual Meeting,
Century Management has decided to vote its shares in favor of all
six of the candidates nominated by the CPI Board of Directors. "As
long-term share holders of CPI, we are confident that the CPI Board
of Directors and management team have taken the right steps to
create value for all stockholders. As a result of their efforts, we
believe that CPI is on the right path and well positioned to
compete. We believe that electing the Board's director nominees is
in the long- term interests of CPI stockholders and we intend to
vote our shares for the CPI director nominees."* In its June 22,
2009 press release, Lafitte Capital Management, which owned
approximately 7.8% of CPI's outstanding shares as of the May 9,
2009 record date, stated: "We intend to vote our shares, which
represent approximately 7.8% of CPI's outstanding shares, in favor
of all of the CPI Board's nominees at the upcoming Annual Meeting.
We are pleased with the strategic direction of the Company under
the stewardship of the CPI Board. Furthermore, we are extremely
pleased with the Board's slate, which includes the nomination of
Paul Finkelstein. We believe Mr. Finkelstein will bring highly
relevant experience and expertise to the CPI Board. After speaking
with both CPI and Ramius, we feel that the interests of our clients
are best served by electing the directors nominated by the CPI
Board of Directors."* CPI urges stockholders to follow the example
of the Company's two largest, unaffiliated stockholders by signing,
dating and returning the WHITE proxy card today. Stockholders with
any questions or in need assistance voting their shares should
contact CPI's proxy solicitor, MacKenzie Partners, Inc., by
toll-free telephone at 800-322-2885 or by e-mail at . *NOTE:
Permission to use quotations was neither sought nor obtained.
Important Information CPI Corp. has filed a definitive Proxy
Statement with the Securities and Exchange Commission ("SEC") and
has furnished to its stockholders a Proxy Statement in connection
with the solicitation of proxies for the 2009 Annual Meeting of
stockholders. The Company advises its stockholders to read the
Proxy Statement relating to the 2009 Annual Meeting because it
contains important information. Stockholders may obtain a free copy
of the Proxy Statement and other documents that CPI files with the
SEC at the SEC's website at http://www.sec.gov/. The Proxy
Statement and these other documents may also be obtained for free
from CPI by directing a request to CPI Corp., 1706 Washington
Avenue, St. Louis, Missouri 63103-1717, Attn: Corporate Secretary,
calling (314) 231-1575, or by contacting MacKenzie Partners, Inc.,
by toll-free telephone at 800-322-2885 or by e-mail at . Certain
Information Concerning Participants CPI Corp. and its directors and
executive officers (other than Peter Feld) may be deemed to be
participants in the solicitation of proxies from stockholders in
connection with the Company's 2009 Annual Meeting. Information
concerning persons who may be considered participants in the
solicitation of the Company's stockholders under the rules of the
SEC is set forth in public filings by the Company with the SEC,
including the proxy statement relating to the 2009 Annual Meeting
of stockholders. Forward-Looking Statements The statements
contained herein that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, and involve risks and uncertainties. The
Company identifies forward-looking statements by using words such
as "preliminary," "plan," "expect," "looking ahead," "anticipate,"
"estimate," "believe," "should," "intend" and other similar
expressions. Management wishes to caution the reader that these
forward-looking statements, such as the Company's outlook for
portrait studios, net income, future cash requirements, cost
savings, compliance with debt covenants, valuation allowances,
reserves for charges and impairments and capital expenditures, are
only predictions or expectations; actual events or results may
differ materially as a result of risks facing the Company. Such
risks include, but are not limited to: the Company's dependence on
Sears and Walmart, the approval of the Company's business practices
and operations by Sears and Walmart, the termination, breach,
limitation or increase of the Company's expenses by Sears under the
license agreements, or Wal-Mart under the lease and license
agreements, customer demand for the Company's products and
services, the economic recession and resulting decrease in consumer
spending, compliance with the NYSE listing requirements,
manufacturing interruptions, dependence on certain suppliers,
competition, dependence on key personnel, fluctuations in operating
results, a significant increase in piracy of the Company's
photographs, widespread equipment failure, compliance with debt
covenants, high level of indebtedness, implementation of marketing
and operating strategies, outcome of litigation and other claims,
impact of declines in global equity markets to pension plans and
impact of foreign currency translation. The risks described above
do not include events that the Company does not currently
anticipate or that it currently deems immaterial, which may also
affect its results of operations and financial condition. The
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise. About CPI Corp. CPI Corp. has been
dedicated to helping families conveniently create cherished
photography portrait keepsakes that capture a lifetime of memories
for more than 60 years. CPI Corp. provides portrait photography
services in approximately 3,000 locations, principally in Sears and
Walmart stores. As the first in the category to convert to a fully
digital format, CPI Corp. studios offer unique posing options,
creative photography selections, a wide variety of sizes and an
unparalleled assortment of enhancements to customize each portrait
- all for an affordable price. CPI Corp. is based in St. Louis and
traded on the New York Stock Exchange (ticker: CPY). DATASOURCE:
CPI Corp. CONTACT: Matthew Sherman or Eric Brielmann, both of Joele
Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for CPI Corp.
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