Ivan
Capital Joins CPI’s Two Largest, Unaffiliated Stockholders, Century Management
and
Lafitte
Capital Management, In Supporting CPI’s Director Nominees
ST. LOUIS, July 1, 2009 –
CPI
Corp. (NYSE: CPY) today announced that it has received a letter of support from
Ivan Capital Management, Inc., a significant CPI investor, pledging to vote its
shares for all of CPI’s director nominees on the WHITE proxy card at the
Company’s July 8, 2009 Annual Meeting of Stockholders.
Ivan
Capital joins CPI’s two largest, unaffiliated stockholders, Century Management
and its affiliate, Van Den Berg Management, and Lafitte Capital Management in
pledging to vote their shares for CPI's director nominees. Century
Management and Lafitte Capital in the aggregate owned approximately 23% of the
Company's outstanding shares as of the May 9, 2009 record date.
The full
text of the June 30,
,
2009
letter from Mark F. Ivan, President of Ivan Capital Management, to David Meyer,
Chairman of CPI’s board of directors follows:
“Dear
David:
As a
significant investor in CPI, we have a substantial interest in the election of
directors at the upcoming Annual Meeting and in the Company’s future strategy,
operations and business development plans. Accordingly, we have spent
a significant amount of time analyzing the statements and positions of both CPI
and Ramius Group.
After
careful deliberation, we believe that our interests are best served by the
election of the six nominees proposed by CPI.
Furthermore,
as we considered the CPI director nominees in comparison to those put forth by
Ramius, it became apparent that CPI’s candidates would better serve shareholder
interest.
Accordingly,
Ivan Capital intends to vote its shares in favor of CPI’s six director
nominees.
Sincerely,
Mark F.
Ivan
President
Ivan
Capital Management Inc.”
CPI also
noted that three proxy advisory firms, Glass Lewis & Co., Egan-Jones Proxy
Services and PROXY Governance Inc., have recommended that CPI stockholders do
not support the dissident slate of nominees. Two of the proxy
advisory firms, Glass Lewis and Egan-Jones, have recommended that CPI
stockholders vote for all six of CPI’s director nominees at CPI’s Annual
Meeting. Additionally, PROXY Governance, recommended that CPI
stockholders not support the Ramius nominees and vote the WHITE proxy card for
four of CPI’s nominees. Glass Lewis, Egan-Jones and PROXY Governance
are proxy advisory firms whose recommendations are relied upon by hundreds of
major institutional investment firms, mutual funds and other
fiduciaries.
CPI urges
stockholders to follow the example of Ivan Capital, Century Management and
Lafitte Capital Management and the recommendation of Glass Lewis and Egan-Jones,
by voting by telephone or Internet according to the instructions on the WHITE
proxy card today. Stockholders with any questions or in need of
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
proxy@mackenziepartners.com.
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 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
proxy@mackenziepartners.com.
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).
Contact:
Matthew
Sherman / Eric Brielmann
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449
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