UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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. 12)*
Angelica
Corporation
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(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)
July
18, 2007
(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
o.
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)
*
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 NO. 034663104 |
SCHEDULE
13D
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PAGE
2 OF 5
PAGES
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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PIRATE
CAPITAL LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|
(a)
o
(b)
x
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|
3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS*
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|
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AF
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d)
or 2(e) o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
|
-0-
|
|
8 SHARED
VOTING POWER
|
|
935,147
|
|
9 SOLE
DISPOSITIVE POWER
|
|
-0-
|
|
10 SHARED
DISPOSITIVE POWER
|
|
935,147
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
|
|
935,147
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|
CERTAIN
SHARES*
|
|
o
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
|
|
9.8%
|
|
14 |
TYPE
OF REPORTING PERSON*
|
|
|
|
IA |
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 034663104 |
SCHEDULE
13D
|
PAGE
3 OF 5
PAGES
|
|
1
|
NAME
OF REPORTING PERSON
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS*
|
|
|
|
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM
2(d)
or 2(e) o
|
|
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-
|
|
8 SHARED
VOTING POWER
|
|
935,147
|
|
9 SOLE
DISPOSITIVE POWER
|
|
-0-
|
|
10 SHARED
DISPOSITIVE POWER
|
|
935,147
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
|
|
|
|
935,147
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
9.8%
|
|
14 |
TYPE
OF REPORTING PERSON*
|
|
|
|
IN |
|
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 034663104 |
SCHEDULE
13D
|
PAGE 4
OF 5
PAGES
|
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, Amendment No. 9 on July 2, 2007,
Amendment No. 10 on July 9, 2007, and Amendment No. 11 on July 12, 2007, is
hereby amended by this Amendment No. 12 to the Schedule 13D. The principal
executive office of the Issuer is located at 424 S Woods Mill Road,
Chesterfield, MO 63017.
ITEM
4.
PURPOSE OF THE TRANSACTION.
Item
4 of
the Schedule 13D is hereby amended by the addition of the
following:
On
July
18, 2007, Pirate Capital sent a letter to the board of directors of the Issuer
(the “July 18 Letter”), among other things, questioning the Issuer’s
re-engagement of Morgan Joseph & Company as its strategic advisor. A copy of
the July 18 Letter is attached hereto as Exhibit 8 and incorporated herein
by
reference.
CUSIP NO. 034663104 |
SCHEDULE
13D
|
PAGE 5
OF 5
PAGES
|
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 (previously
filed)
Exhibit
7- Letter to the Board of Directors, dated July 12, 2007 (previously
filed)
Exhibit
8- Letter to the Board of Directors, dated July 18, 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 18, 2007
PIRATE
CAPITAL LLC
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By:
/s/ Thomas R. Hudson Jr.
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Name:
Thomas R. Hudson Jr.
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Title:
Manager
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/s/
Thomas R. Hudson Jr.
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Thomas
R. Hudson Jr.
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EXHIBIT
INDEX
Exhibit 1 |
-
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Joint
Filing Agreement (previously filed)
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Exhibit 2 |
-
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Settlement Agreement with the Issuer,
dated
August 30, 2006 (previously filed) |
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Exhibit 3 |
-
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Letter to the Board of Directors,
dated July
2, 2007 (previously filed) |
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Exhibit 4 |
-
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Shareholder
Proposal Notification Letter, dated July 2, 2007 (previously
filed)
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Exhibit 5 |
-
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Books
and Records Demand Letter, dated July 2, 2007 (previously
filed)
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Exhibit 6 |
-
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Letter to the Board of Directors,
dated July
9, 2007 (previously filed) |
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Exhibit 7 |
-
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Letter to the Board of Directors,
dated July
12, 2007 (previously filed) |
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Exhibit 8 |
-
|
Letter
to the Board of Directors, dated July 18,
2007
|
Exhibit
8
July
18,
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:
With
reference to the response letter of Angelica Corporation (“Angelica” or the
“Company”) of yesterday, we see the response as every bit as opaque as the
Company’s purported strategy for moving forward. The response informs us that
the Company has extended the engagement of Morgan Joseph & Company (“Morgan
Joseph”), the same firm that has apparently been spearheading as consultants
since February 21, 2006 what we see as the Company’s recent failing corporate
initiatives. Our recent demands clearly did not mean that the Company should
retain what we believe to be the same ineffectual investment banking firm it
had
already retained, and then advise the marketplace of the firm’s apparent muddled
mandate. We demanded that the Company engage a nationally recognized investment
banking firm that would focus on increasing shareholder value through
extraordinary transactions such as the sale of the Company. Morgan Joseph has
apparently been involved with the Company almost 17 months, and it is not
apparent to us that this engagement has done the Company any good, and further
not apparent that the engagement has moved the Company any closer to a sale.
So
why extend the engagement, and muddle the firm’s mandate with whatever else the
firm has been doing for the Company over the last 17 months?
It
is
evident to us that the Board doesn’t understand what we believe the Angelica
shareholders want. We don’t believe the shareholders want the same old
investment banking firm to do more analysis, but to recommend action that will
in fact maximize shareholder value, such as a sale of the Company. The
investment banking firm engaged by the Company should focus on extraordinary
transactions for the Company, such as a sale, not play a general advisory role
for Angelica. If we don’t get satisfactory action by the Board in this regard,
we will have no choice but to nominate one or more persons to the Company’s
board of directors at the upcoming annual shareholders’ meeting.
We
continue to believe that the investigation of the sale of Angelica, led by
a
nationally recognized investment bank, will confer the most sensible strategy
for delivering optimal shareholder value. We look forward to clarity on this
point from the Board, in the form of further public disclosure, and to your
full
cooperation in effecting the best outcome for shareholders.
Sincerely,
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/s/ Thomas
R.
Hudson Jr. |
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Thomas
R. Hudson Jr.
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Manager
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