sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
(Amendment No. 12)1
ANGELICA CORPORATION
--------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of Class of Securities)
034663104
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2006
----------------
(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 30 Pages)
--------
1 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 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 13D Page 2 of 30 Pages
------------------------- --------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,847,250
OWNED BY ------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,847,250
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,847,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 3 of 30 Pages
------------------------- --------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,847,250
OWNED BY ------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,847,250
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,847,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 4 of 30 Pages
------------------------- --------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,847,250
OWNED BY ------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,847,250
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,847,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 5 of 30 Pages
------------------------- --------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES HENDERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY ------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 6 of 30 Pages
------------------------- --------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN QUICKE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY ------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 7 of 30 Pages
------------------------- --------------------------------
The following constitutes Amendment No. 12 ("Amendment No.
12") to the Schedule 13D filed by the undersigned. This Amendment No. 12 amends
the Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a
Delaware limited liability company ("Partners LLC"), Warren G. Lichtenstein,
James Henderson and John Quicke. Each of the foregoing is referred to as a
"Reporting Person" and collectively as the "Reporting Persons." Each of the
Reporting Persons is party to that certain Joint Filing and Solicitation
Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue
of his position with Steel Partners II, Mr. Lichtenstein has the power to vote
and dispose of the Issuer's Shares owned by Steel Partners II. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is
590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing
in the securities of small cap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of small cap companies.
The principal occupations of Mr. Henderson and Mr. Quicke are
serving as Vice Presidents of Steel Partners, Ltd., a management and advisory
company that provides management services to Steel Partners II.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Lichtenstein, Henderson and Quicke are a citizens
of the United States of America.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 8 of 30 Pages
------------------------- --------------------------------
Item 4 is hereby amended to add the following:
On February 3, 2006, Steel Partners II delivered the following letters
to the Issuer:
1. A letter to the Director and Chairman of the Special
Independent Committee of the Issuer responding to inaccuracies
in a letter received by Steel Partners II from the Issuer. A
copy of this letter is attached hereto as Exhibit 4 and is
incorporated herein by reference.
2. A letter to the Issuer proposing certain amendments to the
Issuer's Articles of Incorporation, at the Issuer's 2006
annual meeting of shareholders, or any other meeting of
shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the
"Annual Meeting"), including amendments to destagger the board
of directors, to permit the removal of directors by
shareholders by majority vote as well as to permit
shareholders to fill board vacancies as a result of such
removal, to permit shareholders to amend the Issuer's By-laws,
to permit holders of 15% of the outstanding shares to call a
special meeting, and to limit the size of the Board of
Directors to no more than eight. A copy of this letter is
attached hereto as Exhibit 5 and is incorporated herein by
reference.
3. A letter to the Issuer nominating James Henderson and John
Quicke (together, the "Nominees"), as set forth therein, for
election to the Issuer's Board of Directors at the Annual
Meeting. A copy of this letter is attached hereto as Exhibit 6
and is incorporated herein by reference.
Item 5(a) is hereby amended to add the following:
Currently, neither Mr. Henderson nor Mr. Quicke beneficially
owns any Shares.
Item 6 is hereby amended to add the following:
On February 3, 2006, the Reporting Persons entered into a Joint Filing
and Solicitation Agreement in which, among other things, (a) the parties agreed
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer, (b) the parties agreed to solicit
proxies or written consents for the election of the Nominees, or any other
person(s) nominated by Steel Partners II, to the Issuer's Board of Directors at
the Annual Meeting and to approve the business proposals submitted by Steel at
the Annual Meeting (the "Solicitation"), and (c) Steel Partners II agreed to
bear all expenses incurred in connection with the Reporting Persons' activities,
including approved expenses incurred by any of the parties in connection with
the Solicitation, subject to certain limitations.
Item 7 is hereby amended to add the following exhibits:
4. Response letter from Steel Partners II, L.P. to the Director
and Chairman of the Special Independent Committee of Angelica,
dated December 14, 2005.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 9 of 30 Pages
------------------------- --------------------------------
5. Business Proposal Letter from Steel Partners II, L.P. to
Angelica Corporation, dated December 14, 2005.
6. Nomination Letter from Steel Partners II, L.P. to Angelica
Corporation, dated December 14, 2005.
7. Joint Filing Agreement by and among Steel Partners II, L.P.,
Steel Partners, L.L.C., Warren G. Lichtenstein, James
Henderson and John Quicke, dated as of February 3, 2006.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 10 of 30 Pages
------------------------- --------------------------------
SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 3, 2006 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------------
Warren G. Lichtenstein
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
--------------------------------------
Warren G. Lichtenstein
Managing Member
/s/ Warren G. Lichtenstein
------------------------------------------
WARREN G. LICHTENSTEIN
/s/ James Henderson
------------------------------------------
JAMES HENDERSON
/s/ John Quicke
------------------------------------------
JOHN QUICKE
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 11 of 30 Pages
------------------------- --------------------------------
EXHIBIT INDEX
-------------
Exhibit Page
------- ----
1. Joint Filing Agreement by and between Steel Partners II, L.P. and Warren --
G. Lichtenstein, dated April 24, 2003 (previously filed).
2. Joint Filing Agreement by and among Steel Partners II, L.P., Steel --
Partners, L.L.C. and Warren G. Lichtenstein, dated May 25, 2004
(previously filed).
3. Letter from Steel Partners II, L.P. to Angelica Corporation, dated --
December 14, 2005 (previously filed).
4. Response letter from Steel Partners II, L.P. to the Director and Chairman 12 to 14
of the Special Independent Committee of Angelica, dated December 14, 2005.
5. Business Proposal Letter from Steel Partners II, L.P. to Angelica 15 to 20
Corporation, dated December 14, 2005.
6. Nomination Letter from Steel Partners II, L.P. to Angelica Corporation, 21 to 27
dated December 14, 2005
7. Joint Filing Agreement by and among Steel Partners II, L.P., Steel 28 to 30
Partners, L.L.C., Warren G. Lichtenstein, James Henderson and John
Quicke, dated as of February 3, 2006.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 12 of 30 Pages
------------------------- --------------------------------
EXHIBIT 4
---------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 3, 2006
VIA FACSIMILE AND OVERNIGHT COURIER
-----------------------------------
Ronald J. Kruszewski, Director and Chairman
Special Independent Committee
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Dear Mr. Kruszewski:
We were disappointed, and in fact a little surprised, to not only
receive your recent letter, but to read the letter in a press release issued by
Angelica Corporation ("Angelica"). We assume that the public release of your
letter sends the Board's true message, that the Board is interested in pursuing
a public letter writing campaign rather than seeking to constructively address
valid shareholder concerns. While it is true that Angelica did conditionally
offer Steel Partners II, L.P. ("Steel Partners") two board seats, that offer was
subject to a number of conditions, including increasing the size of the board to
ten and requiring Steel Partners to agree to a standstill. First, we don't
understand why Angelica would require an enormous Board of ten directors, and
second, why a director would agree to anything other than to act in the best
interests of shareholders. To that end, we would be curious to know if any of
the other eight directors have standstill agreements with Angelica. We also did
not take kindly to your threat to stack the Board with additional directors and
to enact changes to Angelica's By-laws to make it more difficult for a
shareholder to seek Board representation. Your implication to me that the
January 17, 2006 amendment by the Board to Angelica's By-laws is the first step
in this plan, which allows a director appointed by the Board, not the
shareholders, to no longer have to stand for election at the next annual
meeting, is deeply troubling.
We were further disappointed by the Board's failure to consider Steel
Partners' request that the Board agree to give shareholders the opportunity at
the up-coming annual meeting to vote on a number of corporate governance
proposals, to address concerns which we believe effectively serve to
disenfranchise shareholders. In light of the Board's refusal to permit its
shareholders the honest opportunity to exercise their rights as the true owners
of Angelica, Steel Partners could not agree in good conscience to Angelica's
proposal. In addition, we note that while your letter purports to present the
Angelica Board of Directors as fair and even handed, we believe that instead it
is incomplete and omits several key points.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 13 of 30 Pages
------------------------- --------------------------------
Accordingly, to be complete, and for the record, we note the following:
(i) Steel Partners has grave concerns about the existing Board's
attitude towards crucial corporate governance matters, as well
as the Board's willingness to truly act in the best interests
of shareholders.
(ii) Angelica's board is acting to preserve a systematic
disenfranchisement of shareholders, including a number of
provisions which serve the primary purpose of entrenching the
board, including:
o Angelica has a staggered board, which limits the
shareholders' opportunity to vote on a director to once
every three years, further serving to entrench directors;
o Angelica has a poison pill, which discourages interests in
Angelica's shares and potentially serves as a deterrent to
higher stock prices;
o Calling a special meeting of shareholders has a
prohibitively high requirement of 50%, and shareholders
are effectively precluded from acting by written consent,
further insulating the Board from the shareholders;
Although your letter states that you wish to provide a forum for
sharing ideas, suggestions and strategies for improving performance at Angelica,
we believe the precondition for addressing these matters is having a Board that
is responsive and accountable to shareholders. The Angelica Board has clearly
spoken and indicated its unwillingness to apply the recommended principles of
corporate governance to itself - and instead seems to be willing to fight to
maintain a failed status quo to entrench themselves at the expense of
shareholders.
Steel Partners believes that it is imperative that a Board be
continually and completely accountable to its shareholders. To that end, Steel
Partners has simultaneously submitted a nomination of directors for election at
the next annual meeting. These nominees, if elected, would serve on the Board
without condition, with a true mandate to act in the best interests of
shareholders. Steel Partners has also submitted proposals to address numerous
corporate governance inadequacies at Angelica, including to destagger the board
of directors, to permit the removal of directors by shareholders as well as to
permit shareholders to fill Board vacancies as a result of such removal, to
permit shareholders to amend Angelica's By-laws, to permit holders of 15% of the
outstanding shares to call a special meeting, and to limit the size of the Board
of Directors to no more than eight.
We call on the Board of Directors to reconsider its position and not to
pursue a costly fight against Angelica's shareholders paid for with our money.
We hope to hear from you and would welcome the opportunity to constructively
address these matters.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 14 of 30 Pages
------------------------- --------------------------------
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 15 of 30 Pages
------------------------- --------------------------------
EXHIBIT 5
---------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 3, 2006
VIA FACSIMILE AND OVERNIGHT COURIER
-----------------------------------
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO SUBMIT BUSINESS PROPOSALS FOR CONSIDERATION
AT THE 2006 ANNUAL MEETING OF SHAREHOLDERS OF ANGELICA CORPORATION
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Section 2:14 of the Bylaws (the "Bylaws") of Angelica Corporation ("Angelica")
as to the submission by Steel Partners II, L.P., a Delaware limited partnership
("Steel") of certain proposed amendments to Angelica's Restated Articles of
Incorporation (the "Articles") at the 2006 annual meeting of shareholders of
Angelica, or any other meeting of shareholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting").
This letter and all Exhibits attached hereto are collectively referred
to as the "Notice." Steel is the beneficial owner of 1,847,250 shares of common
stock, $1.00 par value per share (the "Common Stock"), of Angelica, 2,000 of
which are held of record by Steel. Through this Notice, Steel hereby submits,
and notifies you of its intent to submit, certain proposals to amend the
Articles at the Annual Meeting. Steel reserves the right to challenge any action
that may be taken by Angelica, including any amendment to its Articles that
would have the effect of enjoining Steel from submitting its business proposals
at the Annual Meeting or that would contravene with or have the effect of
invalidating any of its business proposals. If this Notice shall be deemed for
any reason by a court of competent jurisdiction to be ineffective with respect
to any of the business proposals submitted by Steel hereunder, this Notice shall
continue to be effective with respect to the remaining business proposal(s).
Steel is simultaneously submitting a letter pursuant to which Steel nominates
and notifies you of its intent to nominate James Henderson and John Quicke
(together the "Nominees") as nominees to be elected to the Board of Directors of
Angelica at the Annual Meeting (the "Nomination Letter").
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 16 of 30 Pages
------------------------- --------------------------------
The information concerning Steel and the Nominees required by Section
2:14 of the Bylaws is set forth below:
(i) NAME AND ADDRESS OF STEEL:
Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
(ii) CLASS AND NUMBER OF SHARES OF ANGELICA THAT ARE BENEFICIALLY
OWNED BY STEEL:
NAME BENEFICIAL OWNERSHIP
---- --------------------
Steel Partners II, L.P. 1,847,250 shares of Common Stock,
$1.00 par value.
(iii) OTHER INFORMATION REGARDING STEEL:
On February 3, 2006, Steel, Steel Partners, L.L.C., Warren G.
Lichtenstein, James Henderson and John Quicke (collectively,
the "Group") entered into a Joint Filing and Solicitation
Agreement in which, among other things, (a) the parties agreed
to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of Angelica, (b)
the parties agreed to solicit proxies or written consents for
the election of the Nominees, or any other person(s) nominated
by Steel, to the Board of Directors of Angelica and to approve
the business proposals submitted by Steel at the Annual
Meeting (the "Solicitation"), and (c) Steel agreed to bear all
expenses incurred in connection with the Group's activities,
including approved expenses incurred by any of the parties in
connection with the Solicitation, subject to certain
limitations.
Steel is submitting the foregoing business proposals at the
Annual Meeting in order to give shareholders a greater voice
in the governance of Angelica. Steel does not have a material
interest in the business proposals except as otherwise set
forth herein.
Other than as stated herein or in the Nomination Letter, there
are no arrangements or understandings between Steel and each
Nominee or any other person or persons pursuant to which the
submission of business proposals described herein are to be
made.
Reference is made to the Schedule 13D, as amended, filed and
to be filed with the Securities and Exchange Commission by the
members of the Group with respect to Angelica for additional
information regarding the members of the Group, and any
interest in Steel regarding the business proposals submitted.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 17 of 30 Pages
------------------------- --------------------------------
(iv) DESCRIPTION OF THE BUSINESS TO BE BROUGHT BEFORE THE ANNUAL
MEETING:
(a) PROPOSAL NO. 1 - BYLAW AMENDMENTS
Steel hereby submits a proposal for consideration at the
Annual Meeting to amend the Articles to allow the shareholders
to amend the Bylaws.
The text of Proposal No. 1 is as follows:
"TO APPROVE AN AMENDMENT TO ANGELICA'S RESTATED ARTICLES OF
INCORPORATION TO ALLOW SHAREHOLDERS TO AMEND THE BYLAWS."
This amendment to the Articles would be effected by deleting
Article Seven of the Articles in its entirety and replacing it
with the following:
"The power to make, alter, amend or repeal the By-Laws of the
Corporation shall be vested in the Board of Directors of the
Corporation and the shareholders of the Corporation, and any
change to the Bylaws approved by the shareholders of the
Corporation shall only be changed by the shareholders of the
Corporation."
(b) PROPOSAL NO. 2 - DECLASSIFICATION OF BOARD
Steel hereby submits a proposal for consideration at the
Annual Meeting to amend the Articles to declassify the Board
of Directors.
The text of Proposal No. 2 is as follows:
"TO APPROVE AN AMENDMENT TO ANGELICA'S RESTATED ARTICLES OF
INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS."
This amendment to the Articles would be effected by adding
Article 9, Section 1, which shall read as follows:
"1. Terms of Directors. All directors of the Corporation shall
stand for election annually with such annual election to first
occur at the 2007 Annual Meeting of the Shareholders of the
Corporation."
(c) PROPOSAL NO. 3 - REMOVAL OF DIRECTORS
Steel hereby submits a proposal for consideration at the
Annual Meeting to amend the Articles to allow shareholders to
remove directors with or without cause by a vote of no less
than a majority of the outstanding shares entitled to vote at
a meeting expressly called for such purpose.
The text of Proposal No. 3 is as follows:
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 18 of 30 Pages
------------------------- --------------------------------
"TO APPROVE AN AMENDMENT TO ANGELICA'S RESTATED ARTICLES OF
INCORPORATION TO ALLOW SHAREHOLDERS TO REMOVE DIRECTORS WITH
OR WITHOUT CAUSE BY A VOTE OF NO LESS THAN A MAJORITY OF THE
OUTSTANDING SHARES ENTITLED TO VOTE AT A MEETING CALLED FOR
SUCH PURPOSE."
This amendment to the Articles would be effected by adding
Article 9, Section 2, which shall read as follows:
"2. Removal of Directors. Directors may be removed at a
meeting of shareholders called for such purpose in the manner
provided herein and subject to the limitations provided by
law. The entire Board of Directors may be removed, with or
without cause, by a vote of not less than a majority of all
the outstanding shares entitled to vote at such meeting. Such
shareholders meeting shall be held at the registered office or
principal office of the Corporation in Missouri or in the city
or county in Missouri in which the Corporation's registered
office or principal office is located or in the city or county
outside Missouri in which the principal business office of the
person calling the meeting is located."
(d) PROPOSAL NO. 4 - BOARD VACANCIES
Steel hereby submits a proposal for consideration at the
Annual Meeting to amend the Articles to allow shareholders to
fill vacancies on the Board of Directors.
The text of Proposal No. 4 is as follows:
"TO APPROVE AN AMENDMENT TO ANGELICA'S RESTATED ARTICLES OF
INCORPORATION TO ALLOW SHAREHOLDERS TO FILL VACANCIES ON THE
BOARD OF DIRECTORS."
This amendment to the Articles would be effected by adding
Article 9, Section 3, which shall read as follows:
"3. Board Vacancies. In case of any vacancy in the Board of
Directors through death, resignation, disqualification or as
provided by law, of one or more directors, a majority of the
surviving or remaining directors may fill such vacancy or
vacancies until the successor or successors are elected at the
next annual shareholders meeting for the purpose of serving
the remainder of the unexpired term. Vacancies on the Board of
Directors resulting from any increase in the number of
directors constituting the entire Board of Directors may be
filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, until the
next election of directors by the shareholders of the
Corporation. In case of any vacancy in the Board of Directors
resulting from the removal of a director by the shareholders,
such vacancy shall be filled by a vote of the shareholders at
the next annual shareholders meeting or at a special meeting
of shareholders called for such purpose."
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 19 of 30 Pages
------------------------- --------------------------------
(e) PROPOSAL NO. 5 - SPECIAL MEETINGS OF SHAREHOLDERS
Steel hereby submits a proposal for consideration at the
Annual Meeting to amend the Articles to allow holders of not
less than 15% of all of the outstanding shares to call a
special meeting of shareholders
The text of Proposal No. 5 is as follows:
"TO APPROVE AN AMENDMENT TO ANGELICA'S RESTATED ARTICLES OF
INCORPORATION TO ALLOW HOLDERS OF NOT LESS THAN 15% OF ALL OF
THE OUTSTANDING SHARES TO CALL A SPECIAL MEETING OF
SHAREHOLDERS."
This amendment to the Articles would be effected by adding
Article 9, Section 4, which shall read as follows:
"4. Special Meetings. Special meetings of the shareholders may
be called at any time for any purpose by the Chief Executive
Officer, by the Board of Directors, or by the holders of 15%
or more of all of the outstanding shares entitled to vote at
such meeting. A request by the holders of 15% or more of all
of the outstanding shares entitled to vote at such meeting
shall state the date, time, place and the record date of the
meeting and the purpose or purposes for which it is requested.
The Chairman of the Board, the President, or the Secretary
shall issue a call for a special meeting within five business
days after receipt of a written request signed by the holders
of 15% or more of all of the outstanding shares entitled to
vote at such meeting, which shall state the date, time, place
and record date of the meeting as so specified in such
shareholder request."
(f) PROPOSAL NO. 6 - FIXING NUMBER OF DIRECTORS
Steel hereby submits a proposal for consideration at the
Annual Meeting to amend the Articles to limit the number of
directors constituting the entire Board of Directors to no
less than three or no more than eight.
The text of Proposal No. 6 is as follows:
"TO APPROVE AN AMENDMENT TO ANGELICA'S RESTATED ARTICLES OF
INCORPORATION TO LIMIT THE NUMBER OF DIRECTORS CONSTITUTING
THE ENTIRE BOARD OF DIRECTORS TO NO LESS THAN THREE OR NO MORE
THAN EIGHT."
This amendment to the Articles would be effected by amending
and restating Article 4, which shall read as follows:
"Number of Directors. The number of directors constituting the
entire Board of Directors shall be fixed, from time to time,
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 20 of 30 Pages
------------------------- --------------------------------
by the Board of Directors, at not less than three or more than
eight. Each change in the number of Directors shall be
reported to the Secretary of State of Missouri within thirty
(30) calendar days of such change."
A representative of Steel intends to appear in person or by proxy at
the Annual Meeting to submit the business proposals specified in this Notice.
Please address any correspondence to Steel Partners II, L.P.,
Attention: Warren Lichtenstein, telephone (212) 520-2330, facsimile (212)
520-2331 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky
LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022,
Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212)
451-2222). The giving of this Notice is not an admission that any procedures for
notice concerning the submission of business proposals hereunder are legal,
valid or binding, and Steel reserves the right to challenge their validity.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 21 of 30 Pages
------------------------- --------------------------------
EXHIBIT 6
---------
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 3, 2006
VIA FACSIMILE AND OVERNIGHT COURIER
-----------------------------------
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
DIRECTORS AT THE 2006 ANNUAL MEETING OF SHAREHOLDERS OF ANGELICA
CORPORATION
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Section 2:13 of the Bylaws (the "Bylaws") of Angelica Corporation ("Angelica")
as to the nomination by Steel Partners II, L.P., a Delaware limited partnership
("Steel"), of two (2) nominees for election to the Board of Directors of
Angelica (the "Angelica Board") at the 2006 annual meeting of shareholders of
Angelica, or any other meeting of shareholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting").
This letter and all Exhibits attached hereto are collectively referred
to as the "Notice." Steel is the beneficial owner of 1,847,250 shares of common
stock, $1.00 par value per share (the "Common Stock"), of Angelica, 2,000 of
which are held of record by Steel. Through this Notice, Steel hereby nominates
and notifies you of its intent to nominate James Henderson and John Quicke as
nominees (the "Nominees") to be elected to the Angelica Board at the Annual
Meeting. Steel believes that the terms of two (2) directors currently serving on
the Angelica Board expire at the Annual Meeting. To the extent there are in
excess of two (2) vacancies on the Angelica Board to be filled by election at
the Annual Meeting or Angelica increases the size of the Angelica Board above
its existing size, Steel reserves the right to nominate additional nominees to
be elected to the Angelica Board at the Annual Meeting. Additional nominations
made pursuant to the preceding sentence are without prejudice to the position of
Steel that any attempt to increase the size of the current Angelica Board or to
reconstitute or reconfigure the classes on which the current directors serve
constitutes an unlawful manipulation of Angelica's corporate machinery. If this
Notice shall be deemed for any reason by a court of competent jurisdiction to be
ineffective with respect to the nomination of any of the Nominees at the Annual
Meeting, or if any individual Nominee shall be unable to serve for any reason,
this Notice shall continue to be effective with respect to the remaining
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 22 of 30 Pages
------------------------- --------------------------------
Nominee(s) and as to any replacement Nominee(s) selected by Steel. Steel is
simultaneously submitting a letter pursuant to which Steel submits, and notifies
you of its intent to submit certain proposals to amend Angelica's Restated
Articles of Incorporation at the Annual Meeting (the "Proposal Letter").
The information concerning Steel and the Nominees required by Section
2:13 of the Bylaws is set forth below:
(i) NAME AND ADDRESS OF STEEL:
Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
(ii) CLASS AND NUMBER OF SHARES OF ANGELICA THAT ARE BENEFICIALLY
OWNED BY STEEL:
NAME BENEFICIAL OWNERSHIP
---- --------------------
Steel Partners II, L.P. 1,847,250 shares of Common Stock,
$1.00 par value.
(iii) ALL OTHER INFORMATION RELATING TO THE NOMINEES THAT IS
REQUIRED TO BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR
ELECTION OF DIRECTORS OR IS OTHERWISE REQUIRED, IN EACH CASE,
PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED:
JAMES HENDERSON (age 48) has served as a Vice President of
Steel Partners, Ltd. ("SPL"), a management and advisory
company that provides management services to Steel, since
August 1999. He has served as a director and Chief Executive
Officer of WebFinancial Corporation ("WebFinancial"), a
consumer and commercial lender, since June 2005, as President
and Chief Operating Officer of WebFinancial since November
2003, and was the Vice President of Operations from September
2000 through December 2003. He has served as a director of
WebBank, a wholly-owned subsidiary of WebFinancial, since
March 2002 and was the acting Chief Executive Officer from
November 2004 to May 2005. He has served as a director of BNS
Co. since June 2004 and as a director and Chairman of Del
Global Technologies Corp., a designer and manufacturer of
medical imaging and diagnostic systems, since November 2003
and May 2005, respectively. He served as a director of ECC
International Corp., a manufacturer and marketer of
computer-controlled simulators for training personnel to
perform maintenance and operator procedures on military
weapons, from December 1999 to September 2003 and as acting
Chief Executive Officer from July 2002 to March 2003. He has
served as a director of SL Industries, Inc., a designer and
producer of proprietary advanced systems and equipment for the
power and data quality industry, since January 2002. Mr.
Henderson has served as President of Gateway Industries, Inc.,
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 23 of 30 Pages
------------------------- --------------------------------
a provider of database development and web site design and
development services, since December 2001. From January 2001
to August 2001, he served as President of MDM Technologies,
Inc., a direct mail and marketing company. The business
address of Mr. Henderson is c/o Steel Partners II, L.P., 590
Madison Avenue, 32nd Floor, New York, New York 10022. Mr.
Henderson does not beneficially own, and has not purchased or
sold during the past two years, any securities of Angelica.
JOHN QUICKE (age 56) has served as a Vice President of SPL
since September 2005. Mr. Quicke has served as a director of
WHX Corporation, a holding company, since July 2005 and as a
Vice President since October 2005. He served as Vice Chairman
and Executive Officer of Sequa Corporation, a diversified
industrial company, from March 2004 to March 2005 and as a
director, President and Chief Operating Officer of Sequa from
1993 to March 2004. The business address of Mr. Quicke is c/o
Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New
York, New York 10022. Mr. Quicke does not beneficially own,
and has not purchased or sold during the past two years, any
securities of Angelica.
On February 3, 2006, Steel, Steel Partners, L.L.C., Warren G.
Lichtenstein, James Henderson and John Quicke (collectively,
the "Group") entered into a Joint Filing and Solicitation
Agreement in which, among other things, (a) the parties agreed
to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of Angelica, (b)
the parties agreed to solicit proxies or written consents for
the election of the Nominees, or any other person(s) nominated
by Steel, to the Angelica Board and to approve the business
proposals submitted by Steel at the Annual Meeting (the
"Solicitation"), and (c) Steel agreed to bear all expenses
incurred in connection with the Group's activities, including
approved expenses incurred by any of the parties in connection
with the Solicitation, subject to certain limitations.
Other than as stated herein or in the Proposal Letter, there
are no arrangements or understandings between Steel and each
Nominee or any other person or persons pursuant to which the
nominations described herein are to be made, other than the
consents by the Nominees to being named in Steel's proxy
statement as nominees and to serve as directors of Angelica if
elected as such at the Annual Meeting, attached hereto as
Exhibit A.
Reference is made to the Schedule 13D, as amended, filed and
to be filed with the Securities and Exchange Commission by the
members of the Group with respect to Angelica for additional
information regarding the members of the Group.
Except as set forth in this Notice (including the Exhibits
hereto), (i) during the past 10 years, no Nominee has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) no Nominee directly
or indirectly beneficially owns any securities of Angelica;
(iii) no Nominee owns any securities of Angelica which are
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 24 of 30 Pages
------------------------- --------------------------------
owned of record but not beneficially; (iv) no Nominee has
purchased or sold any securities of Angelica during the past
two years; (v) no part of the purchase price or market value
of the securities of Angelica owned by any Nominee is
represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no
Nominee is, or within the past year was, a party to any
contract, arrangements or understandings with any person with
respect to any securities of Angelica, including, but not
limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of
proxies; (vii) no associate of any Nominee owns beneficially,
directly or indirectly, any securities of Angelica; (viii) no
Nominee owns beneficially, directly or indirectly, any
securities of any parent or subsidiary of Angelica; (ix) no
Nominee or any of his associates was a party to any
transaction, or series of similar transactions, since the
beginning of Angelica's last fiscal year, or is a party to any
currently proposed transaction, or series of similar
transactions, to which Angelica or any of its subsidiaries was
or is to be a party, in which the amount involved exceeds
$60,000; and (x) no Nominee or any of his associates has any
arrangement or understanding with any person with respect to
any future employment by Angelica or its affiliates, or with
respect to any future transactions to which Angelica or any of
its affiliates will or may be a party.
A representative of Steel intends to appear in person or by proxy at
the Annual Meeting to nominate the persons specified in this Notice.
Please address any correspondence to Steel Partners II, L.P.,
Attention: Warren Lichtenstein, telephone (212) 520-2330, facsimile (212)
520-2331 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky
LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022,
Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212)
451-2222). The giving of this Notice is not an admission that any procedures for
notice concerning the nomination of directors hereunder are legal, valid or
binding, and Steel reserves the right to challenge their validity.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 25 of 30 Pages
------------------------- --------------------------------
EXHIBIT A
NOMINEE CONSENTS
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 26 of 30 Pages
------------------------- --------------------------------
JAMES HENDERSON
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 3, 2006
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Angelica
Corporation ("Angelica") at the 2006 annual meeting of shareholders, or any
other meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Angelica if elected at the Annual Meeting.
Very truly yours,
/s/ James Henderson
------------------------------------------
James Henderson
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 27 of 30 Pages
------------------------- --------------------------------
JOHN QUICKE
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
February 3, 2006
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being
named as a nominee in the notice provided by Steel Partners II, L.P. ("Steel")
of its intention to nominate the undersigned as a director of Angelica
Corporation ("Angelica") at the 2006 annual meeting of shareholders, or any
other meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Angelica if elected at the Annual Meeting.
Very truly yours,
/s/ John Quicke
------------------------------------
John Quicke
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 28 of 30 Pages
------------------------- --------------------------------
EXHIBIT 7
---------
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are shareholders, direct or
beneficial, of Angelica Corporation, a Missouri corporation ("Angelica");
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership
("Steel"), Steel Partners, L.L.C., a Delaware limited liability company, Warren
G. Lichtenstein, James Henderson and John Quicke wish to form a group for the
purpose of seeking representation on the Board of Directors of Angelica;
WHEREAS, Steel intends to nominate James Henderson and John Quicke as
nominees to be elected to the Board of Directors of Angelica at the 2006 annual
meeting of shareholders of Angelica, or any other meeting of shareholders held
in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting");
WHEREAS, Steel intends to submit certain proposals to amend Angelica's
Restated Articles of Incorporation at the Annual Meeting (the "Proposals").
NOW, IT IS AGREED, this 3rd day of February 2006 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D with respect to the securities of Angelica. Each
member of the Group shall be responsible for the accuracy and completeness of
his/its own disclosure therein.
2. So long as this agreement is in effect, each of the
undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig &
Wolosky LLP ("Olshan") of (i) any of their purchases or sales of securities of
Angelica; or (ii) any securities of Angelica over which they acquire or dispose
of beneficial ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each of the undersigned agrees to solicit proxies or
written consents (i) for the election of James Henderson and John Quicke, or any
other person(s) nominated by Steel, to the Board of Directors of Angelica at the
Annual Meeting and (ii) in support of the proposals at the Annual Meeting.
4. Steel agrees to bear all expenses incurred in
connection with the Group's activities, including expenses incurred by any of
the parties in a solicitation of proxies or written consents by the members of
the Group in connection with the Annual Meeting. Notwithstanding the foregoing,
Steel shall not be required to reimburse any party for (i) out-of-pocket
expenses incurred by a party in the aggregate in excess of $250 without Steel's
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 29 of 30 Pages
------------------------- --------------------------------
prior written approval; (ii) the value of the time of any party; (iii) legal
fees incurred without Steel's prior written approval; or (iv) the costs of any
counsel, other than Olshan, employed in connection with any pending or
threatened litigation without Steel's prior written approval.
5. The relationship of the parties hereto shall be
limited to carrying on the business of the Group in accordance with the terms of
this Agreement. Such relationship shall be construed and deemed to be for the
sole and limited purpose of carrying on such business as described herein.
Nothing herein shall be construed to authorize any party to act as an agent for
any other party, or to create a joint venture or partnership, or to constitute
an indemnification. Nothing herein shall restrict any party's right to purchase
or sell securities of Angelica, as he/it deems appropriate, in his/its sole
discretion, provided that all such sales are made in compliance with all
applicable securities laws.
6. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument, which may be sufficiently evidenced by
one counterpart.
7. In the event of any dispute arising out of the
provisions of this Agreement, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his obligations under
this agreement at any time on 24 hours' written notice to all other parties,
with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
9. Each party acknowledges that Olshan shall act as
counsel for both the Group and Steel.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 30 of 30 Pages
------------------------- --------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C. General Partner
By: /s/ Warren G. Lichtenstein
--------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
--------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
/s/ Warren Lichtenstein
------------------------------------------
WARREN LICHTENSTEIN
/s/ James Henderson
------------------------------------------
JAMES HENDERSON
/s/ John Quicke
------------------------------------------
JOHN QUICKE