- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11) 1

CPI CORP.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.40 PER SHARE

(Title of Class of Securities)

125-902106

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 27, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

 

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius Enterprise Master Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   216,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   216,000
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   216,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.3%
14	TYPE OF REPORTING PERSON   CO

2

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Starboard Value & Opportunity Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   282,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   282,000
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   282,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.4%
14	TYPE OF REPORTING PERSON   OO

3

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius Merger Arbitrage Master Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   192,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   192,000
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   192,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.0%
14	TYPE OF REPORTING PERSON   CO

4

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius Multi-Strategy Master Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   192,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   192,000
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   192,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.0%
14	TYPE OF REPORTING PERSON   CO

5

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius Value and Opportunity Master Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   797,988
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   797,988
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   797,988
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.3%
14	TYPE OF REPORTING PERSON   CO

6

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius Leveraged Multi-Strategy Master Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   44,500
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   44,500
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   44,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON   CO

7

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   644,500
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   644,500
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   644,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.9%
14	TYPE OF REPORTING PERSON   IA, OO

8

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   RCG Starboard Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,079,988
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,079,988
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,079,988
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.7%
14	TYPE OF REPORTING PERSON   IA, OO

9

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Ramius LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,724,488
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,724,488
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,724,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.6%
14	TYPE OF REPORTING PERSON   IA, OO

10

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   C4S & Co., LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   1,724,488
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,724,488
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,724,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.6%
14	TYPE OF REPORTING PERSON   OO

11

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Peter A. Cohen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   1,724,488
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   1,724,488
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,724,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.6%
14	TYPE OF REPORTING PERSON   IN

12

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Morgan B. Stark
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   1,724,488
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   1,724,488
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,724,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.6%
14	TYPE OF REPORTING PERSON   IN

13

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Thomas W. Strauss
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   1,724,488
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   1,724,488
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,724,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.6%
14	TYPE OF REPORTING PERSON   IN

14

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Jeffrey M. Solomon
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   1,724,488
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   1,724,488
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,724,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   26.6%
14	TYPE OF REPORTING PERSON   IN

15

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CUSIP NO. 125-902106

 

1	NAME OF REPORTING PERSON   Peter Feld
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  x   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   6,588
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,336
	10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,588
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON   IN

16

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CUSIP NO. 125-902106

 

INTRODUCTION

 

This Amendment No. 11 (“Amendment No. 11”) amends the Schedule 13D, which was originally filed September 15, 2003, as amended to date (the “Schedule 13D”), by Knightspoint Partners I, L.P., Knightspoint Capital Management I LLC, Knightspoint Partners LLC, David Meyer, Michael Koeneke, Ramius Securities, LLC, Ramius LLC (f/k/a Ramius Capital Group, LLC), C4S & Co., LLC, Ramius Merger Arbitrage Master Fund Ltd (f/k/a RCG Ambrose Master Fund, Ltd), Ramius Multi-Strategy Master Fund Ltd (f/k/a Ramius Master Fund, Ltd.), Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Ramius Advisors, LLC, Starboard Value and Opportunity Fund, LLC, RCG Starboard Advisors, LLC and Jeffrey M. Solomon with respect to the common stock, $.40 par value, of CPI Corp., a Delaware corporation (the “Company”).  Capitalized terms used but not defined herein shall have the meaning set forth in the original Schedule 13D.

 

The undersigned were previously part of a Section 13(d) reporting group that included Knightspoint Partners I, L.P., Knightspoint Capital Management I LLC, Knightspoint Partners LLC, David Meyer, Michael Koeneke (the “Knightspoint Group”).  The undersigned ceased to be members of the Knightspoint Group on February 27, 2009.  For ownership information relating to the undersigned prior to the filing of this Amendment No. 11, please make reference to the Schedule 13D, as amended to date.

 

Item 2.

Identity and Background .

 

Item 2 is hereby amended and restated to read as follows:

(a)

This statement is filed by:

 

(i)

Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

(ii)

Starboard Value and Opportunity Fund, LLC, a Delaware limited liability company (“Starboard Value and Opportunity Fund”), with respect to the Shares directly and beneficially owned by it;

 

(iii)

Ramius Leveraged Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company (“Leveraged Multi-Strategy Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

(iv)

Ramius Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company (“Multi-Strategy Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

(v)

Ramius Merger Arbitrage Master Fund Ltd, a Cayman Islands exempted company (“Merger Arbitrage Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

 

17

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CUSIP NO. 125-902106

 

(vi)

Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

(vii)

Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), who serves as the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund;

 

(viii)

RCG Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard Advisors”), who serves as the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value and Opportunity Fund;

 

(ix)

Ramius LLC, a Delaware limited liability company (“Ramius”), who serves as the sole member of RCG Starboard Advisors and Ramius Advisors;

 

(x)

C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), who serves as managing member of Ramius;

 

(xi)

Peter A. Cohen ("Mr. Cohen"), who serves as one of the managing members of C4S;

 

(xii)

Morgan B. Stark ("Mr. Stark"), who serves as one of the managing members of C4S;

 

(xiii)

Thomas W. Strauss ("Mr. Strauss"), who serves as one of the managing members of C4S;

 

(xiv)

Jeffrey M. Solomon ("Mr. Solomon"), who serves as one of the managing members of C4S;

 

(xv)

Peter A. Feld (“Mr. Feld”), a member of the Board of Directors of the Issuer and a Managing Director of Ramius;

 

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)           The address of the principal office of each of Starboard Value and Opportunity Fund, Ramius Advisors, RCG Starboard Advisors, Ramius, C4S, and Messrs. Cohen, Stark, Strauss, Solomon and Feld is 599 Lexington Avenue, 21st Floor, New York, New York 10022.

 

18

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CUSIP NO. 125-902106

 

The address of the principal office of each of Value and Opportunity Master Fund, Enterprise Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Merger Arbitrage Master Fund is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies.  The officers and directors of Enterprise Master Fund and their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.  The officers and directors of Value and Opportunity Master Fund and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.  The officers and directors of Multi-Strategy Master Fund and their principal occupations and business addresses are set forth on Schedule C and incorporated by reference in this Item 2.  The officers and directors of Merger Arbitrage Master Fund and their principal occupations and business addresses are set forth on Schedule D and incorporated by reference in this Item 2.  The officers and directors of Leveraged Multi-Strategy Master Fund and their principal occupations and business addresses are set forth on Schedule E and incorporated by reference in this Item 2

 

(c)           The principal business of each of Value and Opportunity Master Fund, Enterprise Master Fund and Starboard Value and Opportunity Fund is serving as a private investment fund.  Each of Value and Opportunity Master Fund, Enterprise Master Fund and Starboard Value and Opportunity Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  The principal business of each of Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Merger Arbitrage Master Fund is serving as a private investment fund.  The principal business of RCG Starboard Advisors is acting as the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value and Opportunity Fund.  The principal business of Ramius Advisors is acting as the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of RCG Starboard Advisors and Ramius Advisors.  C4S serves as managing member of Ramius.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.  The principal occupation of Mr. Feld is serving as a managing director of Ramius.

 

(d)           No Reporting Person, nor any person listed on Schedules A through E, each annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           No Reporting Person, nor any person listed on Schedules A through E, each annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)           Messrs. Cohen, Stark, Strauss, Solomon and Feld are citizens of the United States of America.

 

19

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CUSIP NO. 125-902106

Item 3.

Source and Amount of Funds or Other Consideration .

 

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Enterprise Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase cost of the 1,724,488 Shares beneficially owned in the aggregate by Enterprise Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Multi-Strategy Master Fund, Value and Opportunity Master Fund and Leveraged Multi-Strategy Master Fund is approximately $49,713,000, excluding brokerage commissions.

Mr. Feld directly owns 6,588 Shares awarded by the Issuer.

Item 5.

Interest in Securities of the Issuer .

 

Item 5 is hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 6,494,714 Shares outstanding, as of December 16, 2008, which is the total number of Shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 18, 2008.

 

A.           Value and Opportunity Master Fund

(a)

As of the close of business on February 26, 2009, Value and Opportunity Master Fund beneficially owned 797,988 Shares.

 

Percentage: Approximately 12.3%

 

(b)

1.  Sole power to vote or direct vote: 797,988

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 797,988

4.  Shared power to dispose or direct the disposition: 0

 

(c)

Value and Opportunity Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

B.	Starboard Value and Opportunity Fund

 

(a)

As of the close of business on February 26, 2009, Starboard Value and Opportunity Fund beneficially owned 282,000 Shares.

 

Percentage: Approximately 4.4%

 

(b)

1.  Sole power to vote or direct vote: 282,000

2.  Shared power to vote or direct vote: 0

 

 

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3.  Sole power to dispose or direct the disposition: 282,000

4.  Shared power to dispose or direct the disposition: 0

 

(c)

Starboard Value and Opportunity Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

C.	Merger Arbitrage Master Fund

 

(a)

As of the close of business on February 26, 2009, Merger Arbitrage Master Fund beneficially owned 192,000 Shares.

 

Percentage: Approximately 3.0%

 

(b)

1.  Sole power to vote or direct vote: 192,000

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 192,000

4.  Shared power to dispose or direct the disposition: 0

 

(c)

Merger Arbitrage Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

D.	Leveraged Multi-Strategy Master Fund

 

(a)

As of the close of business on February 26, 2009, Leveraged Multi-Strategy Master Fund beneficially owned 44,500 Shares.

 

Percentage: Less than 1%

 

(b)

1.  Sole power to vote or direct vote: 44,500

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 44,500

4.  Shared power to dispose or direct the disposition: 0

 

(c)

Leveraged Multi-Strategy Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

E.	Multi-Strategy Master Fund

 

(a)

As of the close of business on February 26, 2009, Multi-Strategy Master Fund beneficially owned 192,000 Shares.

 

Percentage: Approximately 3.0%

 

(b)

1.  Sole power to vote or direct vote: 192,000

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 192,000

4.  Shared power to dispose or direct the disposition: 0

 

 

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(c)

Multi-Strategy Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

F.	Enterprise Master Fund

 

(a)

As of the close of business on February 26, 2009, Enterprise Master Fund beneficially owned 216,000 Shares.

 

Percentage: Approximately 3.3%

 

(b)

1. Sole power to vote or direct vote: 216,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 216,000

4. Shared power to dispose or direct the disposition: 0

 

(c)

Enterprise Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

G.	RCG Starboard Advisors

 

(a)

As the investment manager of Value and Opportunity Master Fund and the managing member of Starboard Value and Opportunity Fund, RCG Starboard Advisors may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund and (ii) 282,000 Shares owned by Starboard Value and Opportunity Fund.

 

Percentage: Approximately 16.7%

 

(b)

1.  Sole power to vote or direct vote: 1,079,988

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 1,079,988

4.  Shared power to dispose or direct the disposition: 0

 

(c)

RCG Starboard Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

H.	Ramius Advisors

 

(a)

As the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Enterprise Master Fund, Ramius Advisors may be deemed the beneficial owner of (i) 192,000 Shares owned by Multi-Strategy Master Fund, (ii) 192,000 Shares owned by Merger Arbitrage Master Fund, (iii) 44,500 Shares owned by Leveraged Multi-Strategy Master Fund, and (iv) 216,000 Shares owned by Enterprise Master Fund.

 

Percentage: Approximately 9.9%

 

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(b)

1. Sole power to vote or direct vote: 644,500

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 644,500

4.  Shared power to dispose or direct the disposition: 0

 

(c)

Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 10.

 

I.

Ramius

 

(a)

As the sole member of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 282,000 Shares owned by Starboard Value and Opportunity Fund, (iii) 192,000 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 44,500 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 216,000 Shares owned by Enterprise Master Fund.

 

Percentage: Approximately 26.6%

 

(b)

1.  Sole power to vote or direct vote: 1,724,488

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 1,724,488

4.  Shared power to dispose or direct the disposition: 0

 

(c)

Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 10.

 

J.

C4S

 

(a)

As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 282,000 Shares owned by Starboard Value and Opportunity Fund, (iii) 192,000 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 44,500 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 216,000 Shares owned by Enterprise Master Fund.

 

Percentage: Approximately 26.6%

 

(b)

1.  Sole power to vote or direct vote: 1,724,488

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 1,724,488

4.  Shared power to dispose or direct the disposition: 0

 

(c)

C4S did not enter into any transactions in the Shares since the filing of Amendment No. 10.

 

 

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K.	Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

 

(a)

As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 797,988 Shares owned by Value and Opportunity Master Fund, (ii) 282,000 Shares owned by Starboard Value and Opportunity Fund, (iii) 192,000 Shares owned by Multi-Strategy Master Fund, (iv) 192,000 Shares owned by Merger Arbitrage Master Fund, (v) 44,500 Shares owned by Leveraged Multi-Strategy Master Fund, and (vi) 216,000 Shares owned by Enterprise Master Fund.  Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Value and Opportunity Master Fund, Starboard Value and Opportunity Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Enterprise Master Fund by virtue of their shared authority to vote and dispose of such Shares.

 

Percentage: Approximately 26.6%

 

(b)

1.  Sole power to vote or direct vote: 0

2.  Shared power to vote or direct vote: 1,724,488

3.  Sole power to dispose or direct the disposition: 0

4.  Shared power to dispose or direct the disposition: 1,724,488

 

(c)

None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 10.

 

L.	Peter Feld

 

(a)

As of the close of business on February 26, 2009, Peter Feld beneficially owned 6,588 Shares.

 

Percentage: Less than 1%

 

(b)

1.  Sole power to vote or direct vote: 6,588

2.  Shared power to vote or direct vote: 0

3.  Sole power to dispose or direct the disposition: 1,336

4.  Shared power to dispose or direct the disposition: 0

 

(c)

On February 25, 2009, Mr. Feld was awarded 5,252 Shares under the Issuer’s Omnibus Incentive Plan.  The Shares granted vest in full on February 6, 2010.

 

(c) Not applicable.

 

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.

 

(e) Not applicable.

 

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CUSIP NO. 125-902106

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

 

Item 6 is hereby amended to add the following:

 

Ramius Enterprise Master Fund Ltd, Ramius LLC, C4S & Co., LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Ramius Advisors, LLC, Starboard Value & Opportunity Fund, LLC, RCG Starboard Advisors, LLC, Ramius Leveraged Multi-Strategy Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and Peter A. Feld have signed an Agreement to Jointly File this Amendment No. 11 to the Schedule 13D originally filed on September 15, 2003 (including amendments thereto), dated February 27, 2009.  The Joint Filing Agreement is attached as Exhibit 99.1 and incorporated by reference.

 

Item 7.

Material to be Filed as Exhibits .

 

Item 7 is hereby amended to add the following exhibit:

 

Exhibit 99.1.

Joint  Filing Agreement by and among Ramius Enterprise Master Fund Ltd, Ramius LLC, C4S & Co., LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Ramius Advisors, LLC, Starboard Value & Opportunity Fund, LLC, RCG Starboard Advisors, LLC, Ramius Leveraged Multi-Strategy Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and Peter A. Feld, dated February 27, 2009.

 

 

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CUSIP NO. 125-902106

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 27, 2009

STARBOARD VALUE AND OPPORTUNITY FUND, LLC			RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:	RGC Starboard Advisors, LLC,		By:	RGC Starboard Advisors, LLC,
	its managing member			its investment manager
By:	Ramius LLC,		By:	Ramius LLC,
	its sole member			its sole member
By:	C4S & Co., L.L.C.,		By:	C4S & Co., L.L.C.,
	its managing member			its managing member

RAMIUS MULTI-STRATEGY MASTER FUND LTD			RCG STARBOARD ADVISORS, LLC
By:	Ramius Advisors, L.L.C.,		By:	Ramius LLC,
	its investment advisor			its sole member
By:	Ramius LLC,		By:	C4S & Co., L.L.C.,
	its sole member			its managing member
By:	C4S & Co., L.L.C.,
	its managing member
RAMIUS MERGER ARBITRAGE MASTER FUND LTD			RAMIUS LLC
By:	Ramius Advisors, L.L.C.,		By:	C4S & Co., L.L.C.,
	its investment advisor			as managing member
By:	Ramius LLC,
	its sole member
By:	C4S & Co., L.L.C.,
	its managing member

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD			RAMIUS ENTERPRISE MASTER FUND LTD
By:	Ramius Advisors, L.L.C.,		By:	Ramius Advisors, L.L.C.,
	its investment advisor			its investment advisor
By:	Ramius LLC,		By:	Ramius LLC,
	its sole member			its sole member
By:	C4S & Co., L.L.C.,		By:	C4S & Co., L.L.C.,
	its managing member			its managing member

 

 

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CUSIP NO. 125-902106

 

RAMIUS ADVISORS, L.L.C.			C4S & CO., L.L.C.
By:	Ramius LLC,
	its sole member
By:	C4S & Co., L.L.C.,
	its managing member

 

 

By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

/s/ Peter Feld

Peter Feld, individually

The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons were previously filed as exhibits to the Schedule 13D.

 

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CUSIP NO. 125-902106

 

SCHEDULE A

 

Directors and Officers of Ramius Enterprise Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address
Morgan B. Stark Director		Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
Marran Ogilvie Director		Chief Operating Officer of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

 

 

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SCHEDULE B

 

Directors and Officers of Ramius Value and Opportunity Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address
Jeffrey M. Solomon Director		Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
Mark R. Mitchell Director		Partner of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

 

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SCHEDULE C

 

Directors and Officers of Ramius Multi-Strategy Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address
Morgan B. Stark Director		Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
Marran Ogilvie Director		Chief Operating Officer of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

 

 

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SCHEDULE D

 

Directors and Officers of Ramius Merger Arbitrage Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address
Jeffrey M. Solomon Director		Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
Mark R. Mitchell Director		Partner of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

 

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SCHEDULE E

 

Directors and Officers of Ramius Leveraged Multi-Strategy Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address
Jeffrey M. Solomon Director		Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
Morgan B. Stark Director		Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC		599 Lexington Avenue 21st Floor New York, New York 10022
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

 

32