- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 01 2009 - 5:26PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. 2)
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Filed
by the Registrant
x
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Filed
by a Party other than the Registrant
o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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CPI
CORP.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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(4)
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Date
Filed:
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July 1, 2009
Dear
Fellow Stockholder:
The CPI
Annual Meeting to elect directors will be held next week. It is
important that stockholders vote the
WHITE
proxy card today for
your Board’s nominees – James Abel, Paul Finkelstein, Michael Glazer, Michael
Koeneke, David Meyer, and Turner White. Please cast your vote today
by phone or the internet following the instructions on the enclosed voting
instruction form.
The
following are important factors to keep in mind in deciding to vote the
WHITE
proxy card for your
Board’s nominees:
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The
two largest unaffiliated stockholders and other significant stockholders
have pledged to vote their shares for CPI’s director
nominees.
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Three
proxy advisory firms, Glass Lewis, Egan-Jones and PROXY Governance, have
recommended stockholders not support the dissident slate of
nominees.
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The
CPI Board has a proven record of success turning around the Company and
has established a clear path for growth in stockholder
value.
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Support
the CPI Board’s director nominees by voting the
WHITE
proxy card
today.
If you
have any questions, please contact MacKenzie Partners, Inc., which is assisting
us in connection with this year’s Annual Meeting, at (800)
322-2885.
On behalf
of CPI’s Board of Directors, thank you for your continued support and interest
in CPI.
CPI’S BOARD NOMINEES ARE THE RIGHT
CHOICE
VOTE
FOR
YOUR
BOARD’S NOMINEES
ON THE
WHITE
PROXY CARD TODAY
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Sincerely,
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/s/David
M. Meyer
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David
M. Meyer
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Chairman
of the Board
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1706
Washington Avenue • St. Louis, Missouri • 63103-171 •
(314) 231-1575 • www.cpicorp.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.
If
you have any questions, require assistance with voting your
WHITE
proxy
card,
or
need additional copies of the proxy materials, please contact:
105
Madison Avenue
New York,
NY 10016
proxy@mackenziepartners.com
(212)
929-5500 (Call Collect) or
TOLL-FREE
(800) 322-2885
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