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. 11)*
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 12 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
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
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, Amendment No. 9 on July 2,
2007, and Amendment No. 10 on July 9, 2007, is hereby amended by this Amendment
No. 11 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 12, 2007, Pirate Capital sent a letter to the board of directors of the
Issuer (the "July 12 Letter"), among other things, reiterating Pirate Capital's
demand that the Issuer retain the services of a nationally recognized investment
banking firm. A copy of the July 12 Letter is attached hereto as Exhibit 7 and
incorporated herein by reference.
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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 (previously
filed)
Exhibit 7 - Letter to the Board of Directors, dated July 12, 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 12, 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 (previously
filed)
Exhibit 7 - Letter to the Board of Directors, dated July 12, 2007
Exhibit 7
July 12, 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:
To clarify our position and to further highlight our intent to continue to
champion the interests of shareholders of Angelica Corporation ("Angelica" or
the "Company"), we feel that we must further reiterate our demand that the board
promptly retain the services of a nationally recognized investment banking firm
for the purpose of effecting a sale of the Company, through sales of assets, an
extraordinary transaction or otherwise, and to publicly identify the investment
banking firm and its mandate. If this demand is not promptly met, we intend to
nominate one or more persons to the Company's board at the upcoming annual
shareholders' meeting.
Management undertook a series of acquisitions between 2003 and 2006, which we
understand cost in excess of $125 million, or approximately 1x sales, while the
Company's shares are currently trading at approximately only 0.5x sales. As
such, we believe there remains a serious disconnect. In our opinion, either
there was considerable value dissolution in rolling up the previous
acquisitions, or Angelica greatly overpaid for the acquisitions. If a 1x sales
metric is applied to Angelica's current gross sales level, even after adjusting
for net debt and other factors, the implied valuation for Angelica based on that
metric approaches $35 per share. If we account for the valuation of Angelica
based on the multiple of sales metric and an Enterprise Value-to-EBITDA metric,
we arrive at an average valuation of approximately $31 per share. At $22.24 per
share, last night's closing price of Angelica, the stock continues to trade well
below what we estimate as the intrinsic value of the Company.
Over the past three years, Angelica's management team has been afforded ample
time and opportunity to deliver growth and rejuvenate the Company as an on-going
concern, but has demonstrated little success in this respect. We 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 hope that you as the board, elected to uphold the
interests of shareholders, will join us in pursuing our proposed strategies for
the Company.
Sincerely,
/s/ Thomas R. Hudson Jr.
Thomas R. Hudson Jr.
Manager