Angelica Corporation Form 8k
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): July
28, 2006
ANGELICA
CORPORATION
(Exact
name of Company as specified in its charter)
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Missouri
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1-5674
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43-0905260
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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424
South Woods Mill Road
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Chesterfield,
Missouri
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63017-3406
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(Address
of principal executive offices)
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(Zip
Code)
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(314)
854-3800
(Company’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 Company under any of the following
provisions:
[
] 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.
Effective
July 28, 2006, Angelica Corporation (the “Company”) entered into the First
Amendment (the “First Amendment”) to the Second Amended and Restated Loan
Agreement with LaSalle Bank National Association and other third party lenders
(the “Loan Agreement”). The Loan Agreement, which was previously entered into
and reported by the Company on November 30, 2005, increased the amount that
may
be borrowed by the Company under a secured revolving line of credit to $150
million. The Company anticipates that the First Amendment will provide the
opportunity to take better advantage of the borrowing capacity offered by the
Loan Agreement. The Loan Agreement expires in 2010.
The
First
Amendment provides that for purposes of computing financial ratios under the
Loan Agreement, certain current expenses will be added back in determining
earnings before interest, taxes, depreciation and amortization (EBITDA). The
amounts to be added back include legal fees and costs associated with the
activities of the Board of Directors’ Special Committee and the Company’s
efforts to evaluate and respond to various proposals and actions by the
Company’s largest shareholder. In addition, the First Amendment allows certain
consulting fees related to the Company’s strategic initiative for operational
improvements to be added back as well in determining EBITDA.
The
First
Amendment also revises the definition of Funded Indebtedness. For purposes
of
the Loan Agreement, Funded Indebtedness is determined by reducing debt by the
amount of cash on hand in excess of $500,000. The First Amendment has eliminated
through the end of the current fiscal year the current prohibition on utilizing
this reduction if the Company had outstanding borrowing against the life
insurance policies it owns.
Item
9.01.
Financial
Statements and Exhibits
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(c)
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The
following exhibit is filed as part of this
report:
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Exhibit
Number
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Description
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10.1
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First
Amendment to Second Amended and Restated Loan Agreement, effective
July
28, 2006, among Angelica Corporation, LaSalle Bank National Association,
as Administrative Agent, and LaSalle and the Other Lenders listed
on the
signature page hereto.
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* * *
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
August 2, 2006
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ANGELICA
CORPORATION
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By:
/s/ Steven L.
Frey
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Steven
L. Frey, Vice President and General
Counsel
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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First
Amendment to Second Amended and Restated Loan Agreement, effective
July
28, 2006, among Angelica Corporation, LaSalle Bank National Association,
as Administrative Agent, and LaSalle and the Other Lenders listed
on the
signature page hereto.
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