CPI CORP

election_required = True...0 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. How will CPI pay for the shares? We anticipate that we will fund the purchase of the shares tendered in the tender offer through cash on hand and up to $22.0 million of bank borrowings. The completion of the tender offer is subject to...

expiry = 2006-01-30...eries A Participating Preferred Stock Purchase Rights) At a Purchase Price Not Greater Than $20.00 Nor Less Than $17.00 Per Share by CPI Corp. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JANUARY 30, 2006, UNLESS THE COMPANY EXTENDS THE TENDER OFFER. CPI Corp., a Delaware corporation (referred to herein as “we,” “us,” the “Company” or “CPI”), is offering to purchase for cash up to 1,500,000 shares of its common stock, including the associat...

listed = True...e not purchased in the offer for any reason. As of December 21, 2005, we had issued and outstanding 7,875,143 shares. The 1,500,000 shares that we are offering to purchase represent approximately 19.0% of the shares then outstanding. The shares are listed and traded on the NYSE under the symbol “CPY.” See Section 8. We urge stockholders to obtain current market quotations for the shares. 9 THE TENDER OFFER 1. Number of Shares; Proration. General. Upon the terms and subject to the conditions of the tender offer, CPI will purchase 1,500,000 shares, or such fewer number of shares as are properly tendered and not p...

mechanism = FIXED...on, we purchased 54,200 shares of stock for $935,000 at an average price of $17.26 during 2003. As of February 5, 2005, we had remaining authorization to repurchase 350,843 shares. In addition, on June 22, 2004, we purchased 406,780 shares of our common stock for a purchase price of $14.75 per share in a private negotiated transaction. Whether or not we make additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, CPI’s business and financial performance and situation, the business and market conditions at the time, including the price of...

must_tender_all = True...any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to purchase describes vari...

price = USD 17.0-20.0...erred to in the preceding sentence in the manner provided in Section 10. 9. Source and Amount of Funds. Assuming that 1,500,000 shares are purchased in the tender offer at a price between $17.00 and $20.00 per share, the aggregate purchase price will be between approximately $25.5 million and $30.0 million. CPI intends to purchase the shares tendered with cash on hand at the closing of the tender offer and up to $22.0 million of bo...

threshold = 100...by owners of less than 100 shares), which we will purchase on a priority basis as described in the immediately following paragraph and except for shares that were conditionally tendered and for which the condition was not satisfied. See Sections 5 and 6. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 c01105exv99wxayx1yxay.htm OFFER TO PURCHASE exv99wxayx1yxay Offer to Purchase for Cash Up to 1,500,000 Shares of its Common Stock (Including the Associated Series A Participating Preferred Stock Purchase Rights) At a Purchase Price Not Greater Than $20.00 Nor Less Than $17.00 Per Share by CPI Corp. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,...