Important
Voting Information
Ramius
urges CPI stockholders to follow the
recommendation of
RiskMetrics and vote the
GOLD
proxy card to elect
Ramius’s two (2) nominees, Peter A. Feld and Joseph C. Izganics. Stockholders
voting on our
GOLD
proxy
card will also be able to vote for the candidates who have been nominated by the
Company other than Turner White and Michael Koeneke, giving stockholders who
wish to vote for Ramius’s nominees the ability to also vote for the total number
of directors up for election at the Annual Meeting. In certain of our proxy
solicitation materials we have presented a list of certain Company director
nominees below a heading entitled “Ramius Gold Proxy” in order to illustrate for
you who would be elected to the CPI Board in the event you vote on our
GOLD
proxy card in accordance
with our recommendations. Please note that the Company director nominees that we
included in this list have not consented to being named in our proxy statement
or related solicitation materials and do not support our slate of director
nominees. Also, there can be no assurance that any of CPI’s nominees will serve
as directors if our nominees are elected.
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Ramius
Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”),
together with the other participants named herein, has made a definitive filing
with the Securities and Exchange Commission (“SEC”) of a proxy statement and
accompanying GOLD proxy card to be used to solicit votes for the election of a
slate of director nominees at the 2009 annual meeting of stockholders of CPI
Corp., a Delaware corporation (the “Company”).
VALUE AND
OPPORTUNITY MASTER FUND ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV
.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The
participants in this proxy solicitation are Value and Opportunity Master Fund,
Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”), Starboard Value
& Opportunity Fund, LLC (“Starboard Value & Opportunity Fund”), Ramius
Merger Arbitrage Master Fund Ltd (“Merger Arbitrage Master Fund”), Ramius
Multi-Strategy Master Fund Ltd (“Multi-Strategy Master Fund”), Ramius Leveraged
Multi-Strategy Master Fund Ltd (“Leveraged Multi-Strategy Master Fund”), Ramius
Advisors, LLC (“Ramius Advisors”), RCG Starboard Advisors, LLC (“RCG Starboard
Advisors”), Ramius LLC (“Ramius”), C4S & Co., L.L.C. (“C4S”), Peter A. Cohen
(“Mr. Cohen”), Morgan B. Stark (“Mr. Stark”), Thomas W. Strauss (“Mr. Strauss”),
Jeffrey M. Solomon (“Mr. Solomon”), Peter A. Feld (“Mr. Feld”) and Joseph C.
Izganics (“Mr. Izganics”).
As of the
date hereof, Value and Opportunity Master Fund beneficially owned 797,988 shares
of Common Stock, Starboard Value and Opportunity Fund beneficially owned 212,040
shares of Common Stock, Merger Arbitrage Master Fund beneficially owned 192,000
shares of Common Stock, Leveraged Multi-Strategy Master Fund beneficially owned
29,213 shares of Common Stock, Multi-Strategy Master Fund beneficially owned
179,614 shares of Common Stock and Enterprise Master Fund beneficially owned
202,054 shares of Common Stock. As of the date hereof, RCG Starboard Advisors
(as the investment manager of Value and Opportunity Master Fund and the managing
member of Starboard Value and Opportunity Fund) is deemed to be the beneficial
owner of the (i) 797,988 shares of Common Stock owned by Value and Opportunity
Master Fund and (ii) 212,040 shares of Common Stock owned by Starboard Value and
Opportunity Fund. As of the date hereof, Ramius Advisors (as the investment
advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged
Multi-Strategy Master Fund and Enterprise Master Fund) is deemed to be the
beneficial owner of the (i) 179,614 shares of Common Stock owned by
Multi-Strategy Master Fund, (ii) 192,000 shares of Common Stock owned by Merger
Arbitrage Master Fund, (iii) 29,213 shares of Common Stock owned by Leveraged
Multi-Strategy Master Fund, and (iv) 202,054 shares of Common Stock owned by
Enterprise Master Fund. As of the date hereof, Ramius (as the sole member of
each of RCG Starboard Advisors and Ramius Advisors), C4S (as the managing member
of Ramius) and Messrs. Cohen, Stark, Strauss and Solomon (as the managing
members of C4S) are deemed to be the beneficial owners of the (i) 797,988 shares
of Common Stock owned by Value and Opportunity Master Fund, (ii) 212,040 shares
of Common Stock owned by Starboard Value and Opportunity Fund, (iii) 179,614
shares of Common Stock owned by Multi-Strategy Master Fund, (iv) 192,000 shares
of Common Stock owned by Merger Arbitrage Master Fund, (v) 29,213 shares of
Common Stock owned by Leveraged Multi-Strategy Master Fund, and (vi) 202,054
shares of Common Stock owned by Enterprise Master Fund. Messrs. Cohen, Stark,
Strauss and Solomon share voting and dispositive power with respect to the
shares of Common Stock owned by 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 by virtue
of their shared authority to vote and dispose of such shares of Common
Stock.
As of the
date hereof, Mr. Feld holds 5,252 shares of restricted stock awarded under the
Company’s Omnibus Incentive Plan that vest in full on February 6, 2010. As of
the date hereof, Mr. Izganics directly owns 500 shares of Common
Stock.
As
members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this proxy
solicitation is deemed to beneficially own the shares of Common Stock of the
Company beneficially owned in the aggregate by the other participants. Each of
the participants in this proxy solicitation disclaims beneficial ownership of
such shares of Common Stock except to the extent of his or its pecuniary
interest therein.