ang8k.htm
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 17,
2007
Angelica
Corporation
(Exact
name of registrant as specified in its charter)
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Missouri
(State
or other jurisdiction of
incorporation)
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1-5674
(Commission
File
Number)
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43-0905260
(I.R.S.
Employer
Identification
No.)
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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)
x 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
7.01 Regulation FD Disclosure.
On
July 2, 2007, Angelica Corporation
(the "Company") received a shareholder proposal from Jolly Roger Fund LP for
inclusion in the Company's proxy statement for the 2007 annual meeting of
shareholders. The shareholder proposal recommends that the board of
directors of the Company "immediately engage a nationally recognized investment
banking firm to explore all strategic alternatives (outside of the ordinary
course of business) to increase shareholder value, including, but not limited
to, the sale of Angelica Corporation, sales of assets or another extraordinary
transaction." A copy of this proposal, as well as other
correspondence received on that date from Jolly Roger Fund LP and its investment
advisor Pirate Capital LLC, is attached to Amendment No. 9 to Schedule 13D
filed
with the SEC on July 2, 2007 by Thomas R. Hudson and Pirate Capital
LLC.
Today
the Company delivered a response
letter to Jolly Roger Fund LP, a copy of which is attached hereto as Exhibit
99.1. The response letter highlights the fact that the Company had
previously retained nationally recognized investment banking firm Morgan Joseph
& Co. Inc. to assist the Company's board of directors with a review and
exploration of strategic alternatives which included all of the alternatives
referenced in the Jolly Roger Fund LP's shareholder proposal. Today,
the Company's board of directors approved the continued engagement of Morgan
Joseph & Co. Inc. in this regard, which renders that proposal
moot. Accordingly, the Company's letter to Jolly Roger Fund LP
requests that it withdraw the above referenced proposal and that, if it fails
to
do so, the Company will submit to the SEC a request for a no action letter
allowing the Company to exclude the proposal from the Company's proxy statement
for the 2007 annual meeting of shareholders as the proposal has already
been implemented.
Exhibit
99.1 is hereby incorporated by reference into this Item 7.01.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
of Exhibit
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99.1
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Letter
from Angelica Corporation to Jolly Roger Fund LP in response to
shareholder proposal
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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.
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ANGELICA
CORPORATION
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Dated:
July 17, 2007
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/s/
Steven L. Frey
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Steven
L. Frey
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Vice
President, General Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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99.1
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Letter
from Angelica Corporation to Jolly Roger Fund LP in response to
shareholder proposal
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