Friday, February 11, 2011

CPI, Ramius make pleas before board vote - St. Louis Business Journal:

http://www.collegecostshowmuch.com/2005/p_news/nit/iacpa-archieve/nit-staffers/top50.html
“Ramius has of the Company to achiever its ownliquidity goals, irrespective that a sale at this time woulds damage the long-run interests of stockholders,” CPI said in its lettetr Thursday. “Ramius tried to force a desperatiob sale of the Company at the worsypossible time, when the stock was tradinfg below $4.00 per share. Yesterday, the stock closed at $16.989 per share.” A battle has between CPI Chairmamn David Meyerand CPI’s largest Ramius LLC, a New York investmenrt group, over the Meyer’s investmengt firm, , owns 1.5 percent of CPI stock and controlz two of the six board seats, while Ramiusw owns 23 percent of CPI and holds one boar d seat.
Ramius is sending its own letter to shareholderdraising "serious concerns that Knightspoint Partnersz has disproportionate influence over the board relative to its shares ownership through its two director representatives, Chairman David Meyed and Michael Koeneke," according to a copy of the lettere filed Friday with the SEC. The two parties workec togetherfor years, and Meyer gainesd control of the boardr chairmanship in April 2004 with backing. But a rift and the firms broke off theire alliancein February. Since then, the feud with each side filing its own slate of candidates to determinsethe company’s future.
In its shareholder lettetr Thursday, CPI said Ramius offers no new plansor strategies, and referred to Ramius’ board candidate as “substantially less qualified.” In a May 27 lette r to Meyer, incumbent CPI directodr Peter Feld, who is a Ramius partner, said in respons e to the allegation Ramius pushed for CPI’s sale that CPI had come precariously close to breaching a bank covenany during the period between September 2008 and Februaryt this year.
“Therefore, I felt it prudenrt for the board ofCPI (or any board faced with a similar financinv issue) to evaluate any and all strategic and financial optionws in order to ensure stockholdeer value would be preserved,” Feld wrote. Ramiue has filed a preliminart proxy nominating Feldfor re-election and another candidate, both to unseag two nominees by CPI’s board. To rein in costs, CPI a companywidw pay freeze in February, affecting 9,800 employees, includingb 510 in St. Louis.. CPI reported that it had swun toa first-quarter profit of $2.3 millioj compared to a loss of $256,000 in the year-agoi quarter. St. Louis-based CPI Corp.
CPY), led by President and CEO Renatpo Cataldo,. offers photography services inabout 3,100 locations in the Unitefd States, Puerto Rico, Canada and Mexico, principally in and

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