UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ANGELICA CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
034663104
(CUSIP Number)
Thomas R. Hudson Jr, Pirate Capital LLC 200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854 (203) 854-1100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 28, 2004
(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 which is the object of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ]
*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).
CUSIP: 034663104
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pirate Capital LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
194,990 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
510,500 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
510,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
5.7% (See Item 4)
14 TYPE OF REPORTING PERSON*
00 (See Item 2)
CUSIP: 034663104
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Hudson Jr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
315,510 (See Item 5)
8 SHARED VOTING POWER
194,990 (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
510,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
510,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY
5.7% (See Item 4)
14 TYPE OF REPORTING PERSON*
IN
CUSIP: 034663104
1 NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Gabrielle Katz Hudson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) (b)
__X__ * See Item 2
3 SEC USE ONLY
4 SOURCE OF FUNDS Not Applicable (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
0 (See Item 5)
8 SHARED VOTING POWER
194,990 (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
510,500 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
510,500 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
5.7% (See Item 4)
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is shares
of common stock, par value $1.00, of Angelica Corporation whose principal
executive offices are located at 424 South Woods Mill Road, Chesterfield,
Missouri 63017.
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is filed by Pirate Capital LLC,
Thomas R. Hudson Jr and Gabrielle Katz Hudson on January 5, 2005. Pirate
Capital LLC is a limited liability company, organized under the laws of
Delaware, whose principal executive office is 200 Connecticut Avenue,
4th Floor, Norwalk, Connecticut 06854. The principal business of Pirate
Capital LLC is providing investment management services to investment
partnerships and other entities. Thomas R. Hudson Jr and Gabrielle
Katz Hudson are the controlling Members of Pirate Capital LLC. Each
of them is a citizen of the United States. Thomas R. Hudson Jr is
the Managing Member of Pirate Capital LLC, which is his principal occupation.
Gabrielle Katz Hudson is the Chief Operating Officer of Pirate Capital LLC,
which is her principal occupation. Each of the aforesaid reporting persons
is deemed to be the beneficial owner of an aggregate of 510,500 shares of
the Common Stock of the Issuer (the Shares), which Shares are owned of
record, in part, by each of Jolly Roger Fund LP, Jolly Roger Offshore Fund
Ltd and Mint Master Fund Ltd (the "Holders"). The persons filing this report
disclaim that they and/or the Holders are members of a group as defined in
Regulation 13D-G.
(d) and (e) Within the last five years, none of Pirate Capital LLC, Thomas
R. Hudson Jr, or Gabrielle Katz Hudson has been i) convicted in a criminal
proceeding, or ii) a 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.
Item 3. Source and Amount of Funds or Other Consideration
Funds for the purchase of the Shares were derived from available capital
of the Holders. A total of $13,123,730.32 was paid to acquire the Shares as
detailed in Item 5.
Item 4. Purpose of Transaction
The securities covered by this Schedule 13D were acquired by each of the
Holders for investment purposes.
Pirate Capital LLC intends to review on a continuing basis the investments by
the Holders in the Issuer on behalf of which it has dispositive power. Based
on such continuing review, and all other factors deemed relevant, Pirate Capital
LLC may exercise its authority on behalf of one or more of the Holders to sell
or seek the sale of all or part of the Shares, or to increase a Holder's
holdings of Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b) By virtue of its position as general partner of Jolly Roger Fund LP
and an agreement between it and the sole owner of Mint Master Fund, Ltd.,
Pirate Capital LLC has sole power to vote or direct the voting, and to dispose
or direct the disposition of, all of the Shares owned by Jolly Roger Fund LP
and Mint Master Fund Ltd. By virtue of an agreement between it and Jolly Roger
Offshore Fund, Ltd. Pirate Capital LLC has sole disposition power with respect
to all of the Shares owned by Jolly Roger Offshore Fund Ltd. By virtue of his
position as sole Managing Director of Jolly Roger Offshore Fund Ltd, Thomas R.
Hudson Jr has sole voting power with respect to the Shares owned by Jolly
Roger Offshore Fund Ltd. By virtue of their shared control of Pirate Capital
LLC, each of Thomas R. Hudson Jr and Gabrielle Katz Hudson is deemed to have
shared voting power and shared disposition power with respect to all Shares as
to which Pirate Capital, LLC has voting power or disposition power.
Based on the foregoing, Pirate Capital LLC has sole voting power with respect
to 194,990 of the Shares and sole disposition power with respect to 510,500 of
the Shares; Thomas R. Hudson Jr has sole voting power with respect to
315,510 of the Shares and shared voting power with respect to 194,990 of the
Shares and shared disposition power with respect to 510,500 of the Shares;
and Gabrielle Katz Hudson has shared voting power with respect to 194,990 of
the Shares and shared disposition power with respect to 510,500 of the
Shares.
(b) All of the Shares were purchased by the Holders in open market transactions.
The following sets forth all purchases made by each of the Holders in the last
sixty days:
JOLLY ROGER FUND LP
Trade Date Number of Shares Price
12/17/04 2,400 27
12/20/04 800 27.01
12/20/04 30,300 27.03
12/20/04 4,200 27.05
12/28/04 6,800 26.98
1/3/05 12,600 26.99
JOLLY ROGER OFFSHORE FUND LTD
Trade Date Number of Shares Price
11/2/04 200 23.79
11/2/04 4,800 23.80
11/29/04 5,000 25.25
11/29/04 8,500 25.30
12/6/04 600 26.50
12/7/04 400 26.45
12/7/04 5,600 26.50
12/7/04 2,400 26.46
12/7/04 1,200 26.50
12/9/04 100 27.00
12/9/04 1,200 26.51
12/9/04 600 26.99
12/9/04 600 26.95
12/9/04 300 26.94
12/9/04 300 26.55
12/13/04 3,000 26.94
12/15/04 5,000 27.50
12/16/04 20,500 27.09
12/21/04 37,200 36.99
12/23/04 16,400 26.88
12/28/04 11,000 26.98
12/31/04 17,200 27.00
1/3/05 5,000 26.65
1/4/05 4,700 26.00
1/4/05 1,800 26.00
1/4/05 300 25.94
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Agreement of Joint Filing
Signature
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: January 5, 2005
Pirate Capital LLC
By: Thomas R. Hudson Jr
Portfolio Manager
Thomas R. Hudson Jr
Gabrielle Katz Hudson
EXHIBIT 1
AGREEMENT OF JOINT FILING
The undersigned hereby agree that the attached Schedule 13D,
together with any and all amendments thereto, is filed on behalf
of each of us, pursuant to Rule 13d-1 of the General Rules and
Regulations of the Securities and Exchange Commission. This Agreement
may be executed in several counterparts, each of which may be deemed
to be an original, but all of which together will constitute one and
the same Agreement.
Dated: January 5, 2005
Thomas R. Hudson Jr
Gabrielle Katz Hudson
PIRATE CAPITAL, LLC