Angelica 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): April
5, 2007
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.
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Entry
into a Material Definitive Agreement.
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Effective
April 5, 2007, Angelica Corporation (the “Company”) entered into the Second
Amendment (the “Second Amendment”) to the Second Amended and Restated Loan
Agreement with LaSalle Bank National Association and other third party lenders
(the “Loan Agreement”). The Second Amendment is expected to result in lower
interest expense for the Company.
The
Loan
Agreement, which was previously entered into and reported by the Company on
November 30, 2005, provided the Company with borrowing capacity under a secured
revolving line of credit to $150 million. The Loan Agreement has previously
been
amended by the First Amendment (the “First Amendment”), which was entered into
and reported by the Company on July 28, 2006. The First Amendment provides
that,
for purposes of computing financial ratios under the Loan Agreement, certain
expenses are to be added back in determining earnings before interest, taxes,
depreciation and amortization (“EBITDA”). The First Amendment also revised the
definition of Funded Indebtedness for purposes of the Loan
Agreement.
The
Second Amendment reduces the amount of the Company’s secured revolving line of
credit under the Loan Agreement from $150 million to $125 million. In exchange,
the interest rates that apply to various levels of borrowing under the line
of
credit are lowered. In addition, by reducing the total amount of the line of
credit, the Company anticipates that so-called unused fees (i.e. charges imposed
under the Loan Agreement based on the amounts available under the line of credit
but not borrowed), will be lower as well. The Company has not had need to borrow
above the $125 million amount and does not anticipate a need to do so. Should
that need arise, the accordion feature of the Loan Agreement has been retained
and would make available to the Company an additional $25 million in borrowing
capacity.
The
Second Amendment also changes the debt-to-EBITDA ratio with which the Company
must comply from a maximum of 4.0X to a maximum of 3.5X, and provides that,
for
purposes of computing this ratio, non-cash charges of any share-based
compensation awards will be added back in determining EBITDA, to the extent
such
charges had been expensed.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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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Second
Amendment to the Second Amended and Restated Loan Agreement, effective
April 5, 2007, among Angelica Corporation, LaSalle Bank National
Association, as Administrative Agent, and LaSalle and 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:
April 6, 2007
ANGELICA
CORPORATION
By:
/s/
Steven L. Frey
Steven
L.
Frey, Vice President and General Counsel
EXHIBIT
INDEX
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Exhibit
Number
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Description |
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10.1
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Second
Amendment to the Second Amended and Restated Loan Agreement, effective
April 5, 2007, among Angelica Corporation, LaSalle Bank National
Association, as Administrative Agent, and LaSalle and Other Lenders
listed
on the signature page hereto.
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