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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): SEPTEMBER 19, 2006
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 1-5674 43-0905260
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive office)(Zip Code)
(314) 854-3800
(Registrant'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 registrant 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
COMPENSATION ADJUSTMENTS FOR EXECUTIVE OFFICERS
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On September 19, 2006, the Board of Directors of Angelica Corporation
(the "Company") approved the recommendations of the Compensation and
Organization Committee of the Board of Directors with respect to an increase
in the annual base salary of the Chairman of the Board and Chief Executive
Officer of the Company and a special grant of restricted stock to certain of
the executive officers.
On September 19, 2006, the Board of Directors approved an increase in
the annual base salary of Stephen M. O'Hara, the Chairman of the Board and
Chief Executive Officer of the Company, from $405,000 to $425,000, retroactive
to January 29, 2006. Approval of Mr. O'Hara's base salary adjustment for the
2006 fiscal year had been deferred by the Board until this time.
The Board also approved special one-time restricted stock awards to
Mr. O'Hara, Steven L. Frey, the Company's Vice President, General Counsel
and Secretary, and James W. Shaffer, the Company's Vice President and Chief
Financial Officer. These awards are intended to incentivize these executives
to remain employed with the Company for the long term. The special grants of
restricted shares are as follow: 19,037 shares for Mr. O'Hara; 5,739 for Mr.
Frey, and 5,459 shares for Mr. Shaffer. The grants are contingent upon the
Company achieving annual earnings per share of at least $1.67 for at least
one fiscal year during the next ten fiscal years (beginning with the 2006
fiscal year). Upon achieving that performance objective for any fiscal year
in the ten-year period, 10% of the total number of shares subject to the
award will vest immediately for each fiscal year of the period that has then
been completed. In addition, 10% of the total number of shares subject to
the award will vest at the end of each fiscal year in the ten-year period
after the performance objective has been achieved, subject only to the
executive officer's continued employment with the Company as of the fiscal
year end. If the performance objective is not achieved during the ten-year
period, the entire grant will be forfeited. The grant will immediately vest
in full for each executive officer who is employed by the Company upon the
occurrence of a "change in control" (as defined in the grant agreement).
AMENDMENT TO THE RIGHTS PLAN
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On September 19, 2006, the Board of Directors of the Company approved
an amendment ("Amendment No. 2") to its Rights Agreement, dated as of August
27, 1998 (the "Rights Agreement") with UMB Bank, N.A. to: (i) amend the
definition of "acquiring person" in Section 1(a) of the Rights Agreement to
decrease the threshold of percentage ownership of voting stock of the
Company in the definition from 20% to 15%, (ii) amend the definition of
"distribution date" in Section 3(a) of the Rights Agreement to decrease the
threshold of percentage ownership which would result from a tender or
exchange offer, if successful, in the definition from 20% to 15%, and (iii)
to include an exception to the percentage ownership thresholds contained in
these definitions as they relate to Steel Partners, L.L.C., Steel Partners
II, L.P. and their affiliates and associates (collectively, "Steel"), which
shall continue to be 20%. The exceptions for Steel with respect to these
reduced thresholds are required by the Settlement Agreement, dated August
30, 2006, by and between Steel and the Company. This amendment to the Rights
Plan will not require a filing of an amendment to the Certificate of
Designation, Preferences and Rights of Class B Series 2 Junior Participating
Preferred Stock.
This summary is qualified in its entirety by Amendment No. 2 to the
Rights Agreement, which is attached hereto as Exhibit 4.1 to this Form 8-K and
incorporated by reference herein.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The description of Amendment No. 2 to the Rights Agreement set forth
above in Item 1.01 is incorporated by reference into this Item 3.03.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
4.1 Form of Amendment No. 2 to Rights Agreement, dated
September 19, 2006 by and between Angelica
Corporation and UMB Bank, N.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANGELICA CORPORATION
Dated: September 22, 2006 /s/ Steven L. Frey
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Steven L. Frey
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Form of Amendment No. 2 to Rights Agreement, dated
September 19, 2006 by and between Angelica Corporation
and UMB Bank, N.A.
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