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. 14)*
Angelica Corporation
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(Name of Issuer)
Common Stock, par value $1.00 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)
September 25, 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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
--------------------------------------------------------------------------------
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*
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,
$1.00 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, Amendment No. 11 on July 12, 2007,
Amendment No. 12 on July 18, 2007, and Amendment No. 13 on August 31, 2007, is
hereby amended by this Amendment No. 14 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 addition of the following:
On September 25, 2007 the Fund entered into an oral settlement agreement with
the Issuer, pursuant to which it agreed to withdraw its notice of intent,
delivered to the Issuer on August 30, 2007 (the "Notice of Intent"), to nominate
Thomas R. Hudson Jr. and Christopher Kelly for election as directors at the
Issuer's 2007 annual meeting of shareholders (the "2007 Annual Meeting") and not
to nominate, or solicit proxies for the election of, other persons thereat (the
"Settlement Agreement"). Pursuant to the Settlement Agreement, the Issuer agreed
to pay a portion of the expenses incurred by the Fund and its affiliates in
connection with their solicitation of proxies for use at the 2007 Annual
Meeting. On September 25, 2007 the Fund delivered notice to the Issuer that the
Fund withdrew the Notice of Intent and confirming that it would not nominate, or
solicit proxies for the election of, other persons at the 2007 Annual Meeting
(the "Nomination Withdrawal Letter"). A copy of the Nomination Withdrawal Letter
is filed as Exhibit 10 hereto and is incorporated herein by reference.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by addition of the following:
Reference is made to the Settlement Agreement defined and described in Item 4,
which is incorporated herein by reference.
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)
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CUSIP NO. 034663104 SCHEDULE 13D PAGE 5 OF 5 PAGES
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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
(previously filed)
Exhibit 9 - Nominations Notification Letter, dated August 30, 2007
(previously filed)
Exhibit 10 - Nomination Withdrawal Letter, dated September 25, 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: September 25, 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
(previously filed)
Exhibit 8- Letter to the Board of Directors, dated July 18, 2007
(previously filed)
Exhibit 9 - Nominations Notification Letter, dated August 30, 2007
(previously filed)
Exhibit 10 - Nomination Withdrawal Letter, dated September 25, 2007
Exhibit 10
PIRATE CAPITAL LLC
JOLLY ROGER FUND LP
JOLLY ROGER OFFSHORE FUND LTD
JOLLY ROGER ACTIVIST FUND LP
JOLLY ROGER ACTIVIST FUND LTD
September 25, 2007
VIA ELECTRONIC MAIL AND FEDERAL EXPRESS
Angelica Corporation
424 South Woods Mills Road
Chesterfield, Missouri 63017-3406
Attn: Steven L. Frey, Corporate Secretary
Corporate Governance and Nominating Committee
Re: Jolly Roger Fund LP ("Jolly Roger") Notice of Intent to Nominate
Directors, dated August 30, 2007 (the "Nomination Letter")
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Ladies and Gentlemen:
In light of the announcement by the Board of Directors of Angelica
Corporation (the "Company") on September 19, 2007 that it has authorized its
financial adviser, Morgan Joseph & Co. Inc., to seek a sale of the Company and
the Company's agreement to reimburse a portion of Jolly Roger's expenses, Jolly
Roger, on behalf of itself and the other members of Pirate Capital Group
(consisting of Pirate Capital LLC, Jolly Roger, Jolly Roger Activist Portfolio
Company LTD, Thomas R. Hudson Jr. and Christopher Kelly), hereby withdraws its
notice of intent to nominate Messrs. Thomas R. Hudson Jr. and Christopher Kelly
for election to the Board at Angelica's 2007 Annual Meeting that is set forth in
the Nomination Letter. Pirate Capital Group hereby confirms it will not
nominate, or solicit proxies for the election of, other persons at the 2007
Annual Meeting.
Very truly yours,
JOLLY ROGER FUND LP
By: Pirate Capital LLC, its general partner
By: /s/ Thomas R. Hudson Jr.
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Name: Thomas R. Hudson Jr.
Title: Manager
200 Connecticut Avenue; 4th Floor, Norwalk, CT 06854
Phone: 203-854-1100 Fax: 203-854-5841
www.piratecapitalllc.com