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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-05674
Date of Report (date of earliest event reported): JULY 7, 2004
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
(314) 854-3800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On July 7, 2004, Angelica Corporation, a Missouri corporation (the
"Company"), entered into an Asset Purchase Agreement ("Agreement") for the
sale of substantially all of the assets of its Life Uniform retail division
to Healthcare Uniform Company, Inc., a Delaware corporation ("Healthcare
Uniform"). Healthcare Uniform is a newly-formed affiliate of Sun Capital
Partners, Inc.
Pursuant to the terms of the Agreement, Healthcare Uniform will pay
to the Company an aggregate amount of consideration equal to approximately
$12 million in cash and approximately $4 million on a note, plus assumption
of approximately $6 million of liabilities. The closing of the Agreement is
expected to occur at the end of July 2004, subject to satisfaction of
certain pre-closing conditions.
The purchase price paid in connection with the sale was determined
through arms-length negotiations among the parties to the Agreement. The
foregoing description is qualified in its entirety by reference to the
Company's press release announcing the signing of the Agreement that is
filed herewith as Exhibit 99.1 and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. See Exhibit Index.
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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.
Dated: July 8, 2004
ANGELICA CORPORATION
By: /s/ James W. Shaffer
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James W. Shaffer
Vice President, Treasurer and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated July 7, 2004 announcing the agreement
with Healthcare Uniform Company, Inc. for the sale of
substantially all of the assets of Angelica Corporation's
Life Uniform retail division
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