UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Angelica Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
034663104
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(CUSIP Number)
Thomas R. Hudson Jr.
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854
(203) 854-1100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 2007
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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* 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. 034663104 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PIRATE CAPITAL LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 935,147
OWNED BY
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
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10 SHARED DISPOSITIVE POWER
935,147
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 3 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS R. HUDSON JR.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
-0-
----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 935,147
OWNED BY
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
935,147
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 4 OF 5 PAGES
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The Schedule 13D filed on January 5, 2005 by Pirate Capital LLC, a Delaware
limited liability company ("Pirate Capital"), and Thomas R. Hudson Jr.
(together, the "Reporting Persons"), relating to the shares of common stock,
$0.01 par value ("Shares"), of Angelica Corporation (the "Issuer"), as amended
by Amendment No. 1 on March 17, 2005, Amendment No. 2 on July 5, 2005, Amendment
No. 3 on September 22, 2005, Amendment No. 4 on February 15, 2006, Amendment No.
5 on April 4, 2006, Amendment No. 6 on May 17, 2006, Amendment No. 7 on
September 5, 2006, Amendment No. 8 on May 25, 2007, and Amendment No. 9 on July
2, 2007, is hereby amended by this Amendment No. 10 to the Schedule 13D. The
principal executive office of the Issuer is located at 424 S Woods Mill Road,
Chesterfield, MO 63017.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
Funds for the purchase of the Shares were derived from available capital of the
Holders (as defined below). A total of approximately $22,536,662 was paid to
acquire such Shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On July 9, 2007, Pirate Capital sent a letter to the board of directors of the
Issuer (the "July 9 Letter"), among other things, reiterating Pirate Capital's
disappointment with the operating results of the Issuer. A copy of the July 9
Letter is attached hereto as Exhibit 6 and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and
restated as follows:
(a) The Reporting Persons beneficially own 935,147 Shares, constituting
approximately 9.8% of the Shares outstanding.
The aggregate percentage of Shares reported to be beneficially owned by the
Reporting Persons is based upon 9,590,694 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the period ended April 28, 2007.
(b) By virtue of its position as general partner of Jolly Roger Fund
LP, Pirate Capital has the power to vote or direct the voting, and to dispose or
direct the disposition, of all of the 148,190 Shares held by Jolly Roger Fund
LP. By virtue of an agreement with Jolly Roger Activist Portfolio Company LTD
(together with Jolly Roger Fund LP, the "Holders"), Pirate Capital has the power
to vote or direct the voting, and to dispose or direct the disposition, of all
of the 786,957 Shares held by Jolly Roger Activist Portfolio Company LTD. By
virtue of his position as sole Manager of Pirate Capital, Thomas R. Hudson Jr.
is deemed to have shared voting power and shared dispositive power with respect
to all Shares as to which Pirate Capital has voting power or dispositive power.
Accordingly, Pirate Capital and Thomas R. Hudson Jr. are deemed to have shared
voting power and shared dispositive power with respect to an aggregate of
935,147 Shares.
(c) The following transactions in the Shares were effected by the
Reporting Persons since the last amendment to this Schedule 13D. All of the
transactions were private reallocations for internal purposes only.
Jolly Roger Offshore Fund LTD
Trade Date Shares Purchased (Sold) Price per Share ($)
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7/06/2007 (786,957) 22.40
Jolly Roger Activist Portfolio Company LTD
Trade Date Shares Purchased (Sold) Price per Share ($)
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7/06/2007 786,957 22.40
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 5 OF 5 PAGES
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Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Exhibit 1 - Joint Filing Agreement (previously filed)
Exhibit 2 - Settlement Agreement with the Issuer, dated August 30, 2006
(previously filed)
Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007 (previously
filed)
Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007
(previously filed)
Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007 (previously
filed)
Exhibit 6 - Letter to the Board of Directors, dated July 9, 2007
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 9, 2007
PIRATE CAPITAL LLC
By: /s/ Thomas R. Hudson Jr.
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Name: Thomas R. Hudson Jr.
Title: Manager
/s/ Thomas R. Hudson Jr.
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Thomas R. Hudson Jr.
EXHIBIT INDEX
Exhibit 1 - Joint Filing Agreement (previously filed)
Exhibit 2 - Settlement Agreement with the Issuer, dated August 30, 2006
(previously filed)
Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007 (previously
filed)
Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007
(previously filed)
Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007 (previously
filed)
Exhibit 6 - Letter to the Board of Directors, dated July 9, 2007
Exhibit 6
July 9, 2007
VIA FACSIMILE
Board of Directors of Angelica Corporation
c/o Stephen M. O'Hara
President and Chief Executive Officer
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Dear Members of the Board:
We feel compelled to reiterate in the strongest terms our disappointment with
the weak operating results of Angelica Corporation (the "Company") and the
anemic performance of the Company's stock during the past few years. As we made
clear in our July 2, 2007 letter to the Board, we believe it is in both the
shareholders' and the Company's interest for management to keenly focus on
following the most optimal strategy to unlock value for shareholders. We want to
make clear that we view Angelica's management team to be solely responsible for
the Company's substandard operating results over recent years (2003 - present),
which we believe to have been a direct contributor to Angelica's stock price
underperformance. Contextually, we want to impress upon the Board that Pirate
remains a beneficial owner of Angelica stock, with approximately 935,000 shares,
or almost 10% of Angelica's outstanding shares. On the other hand, executive
officers and directors beneficially own just over 260,000 shares (including
restricted stock units), in the aggregate, and have been granted, without
purchase, options on just over 440,000 shares, based on the Company's latest
proxy statement. Clearly, based on our ownership, we believe that we are more
closely aligned with shareholder interests than Angelica's management.
Given the difficulties management has experienced in fostering growth, we
strongly believe management should be more accommodative and open to utilizing
all strategic alternatives. The greatest area of consternation to us, as the
second largest shareholder in Angelica, is the disconnect, or the meaningful
valuation gap, between the aggregate price that Angelica paid for the 11 bolt-on
acquisitions made between 2003 and 2006, which we understand to be in excess of
$125 million, or approximately 1x sales, and the current market valuation for
Angelica, which closed last night at $22.36 per share, or just over 0.5x fiscal
2006 total gross sales for Angelica. Separately, given the proximity of
Angelica's laundry facilities relative to each other, we would also ask the
Board to consider sales of assets across regions.
Going forward, we will closely follow the Company's operating results and look
forward with anticipation to management's pronouncement of strategies that will
further shareholder value. Finally, as a significant holder of Angelica stock,
make no mistake about it, we will continue to be vigilant in support of
shareholder interests.
We look forward to your full cooperation in effecting the best outcome for
shareholders.
Sincerely,
/s/ Thomas R. Hudson Jr.
Thomas R. Hudson Jr.
Manager