Attached files
| file | filename |
|---|---|
| EX-10.1 - 8TH AMENDMENT - CPI CORP | exhibit101-8thamendment.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 31, 2012
CPI CORP. | ||||||||||
(Exact Name of Registrant as Specified in its Charter) | ||||||||||
Delaware | ||||||||||
(State or Other Jurisdiction of Incorporation) | ||||||||||
1-10204 | 43-1256674 | |||||||||
(Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
1706 Washington Ave., St. Louis, Missouri | 63103 | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||
(314) 231-1575 | ||||||||||
(Registrant's Telephone Number, Including Area Code) | ||||||||||
Not Applicable | ||||||||||
(Former Name or Former Address, if Changed Since Last Report.) | ||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On May 31, 2012, the Company entered into the Eighth Amendment to the Master Lease Agreement, dated as of June 8, 2007, as amended, by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware Corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, Wal-Mart Stores Texas, LLC, a Texas limited partnership, and Wal-Mart Stores Arkansas, LLC, an Arkansas Limited Liability Company (collectively "Walmart"), filed to this Form 8-K as Exhibit 10.1. Among other items, this amendment provides that the Company will delay lease payments due to Walmart on June 10, 2012 and July 10, 2012 until December 10, 2012 and, subject to the Company satisfaction of certain conditions and covenants, lease payments due to Walmart on June 10, 2013 and July 10, 2013 until December 10, 2013. The Company will pay interest on the delayed payments at a rate of 9% annually.
The foregoing summary of the Eighth Amendment to the Master Lease Agreement is not complete and is qualified in its entirety by a copy of the Eighth Amendment to the Master Lease Agreement filed as Exhibit 10.1 to this Form 8-K, which exhibit is incorporated herein by reference.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No.
10.1 | Amendment No. 8 dated May 31, 2012, to the Master Lease Agreement, dated as of June 8, 2007, as amended, by and between the Company and Wal-Mart Stores East, LP, a Delaware limited partnership, Wal-Mart Stores, Inc., a Delaware Corporation, Wal-Mart Louisiana, LLC, a Delaware limited liability company, and Wal-Mart Stores Texas, LLC, a Texas limited partnership, and Wal-Mart Stores Arkansas, LLC, an Arkansas Limited Liability Company.+ |
+ | Confidential treatment requested for portions of this document. Portions for which confidential treatment are requested are denoted by [***]. Material omitted has been filed separately with the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CPI CORP. | ||
By: | /s/ Dale Heins | |
Dale Heins | ||
Executive Vice President, Finance | ||
Chief Financial Officer and Treasurer | ||
(Principal Financial Officer) | ||
June 6, 2012