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. 13)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)
August 30, 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 35 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 35 Pages
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================================================================================
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)
19.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 3 of 35 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)
19.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 4 of 35 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)
19.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 5 of 35 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 35 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 35 Pages
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The following constitutes Amendment No. 13 ("Amendment No.
13") to the Schedule 13D filed by the undersigned. This Amendment No. 13 amends
the Schedule 13D as specifically set forth.
Item 4 is hereby amended to add the following:
On August 30, 2006, Steel Partners II entered into a
Settlement Agreement with the Issuer pursuant to which the Issuer has agreed
that James Henderson and John Quicke, designees of Steel Partners II, will be
named to the Issuer's Board of Directors to fill two vacancies created by the
voluntary resignation and retirement of current Board members Dr. William A.
Peck and Susan Elliott. The Issuer has also agreed to phase in a de-staggering
of its Board of Directors beginning in 2007. All directors elected prior to the
2007 annual meeting of shareholders will serve the remainder of their three-year
terms, but those directors elected at and after the 2007 annual meeting of
shareholders will only serve one year terms. Accordingly, the new Board of
Directors will consist of Steve O'Hara and Ron Kruszewski, whose terms will
expire in 2009, John Quicke, Don Hubble and Dr. Ron Riner, whose terms will
expire in 2007, and James Henderson, Kelvin Westbrook and Chuck Mueller, whose
terms will expire in 2008. Concurrently with the election of Steel Partners II's
designees, one Steel Partners II director will be appointed, at Steel Partners
II's recommendation and in any combination determined by Steel Partners II, to
serve as a member of each of the Compensation and Organization Committee and any
future executive committee or special committee established by the Board of
Directors, subject to certain limitations.
Under the Settlement Agreement, Steel Partners II has agreed
not to conduct an election contest prior to the Issuer's 2007 annual meeting of
shareholders and to support the election of Steve O'Hara and Ron Kruszewski at
the 2006 annual meeting of shareholders. In addition, Steel Partners II has
agreed not to propose any other matter for a shareholder vote at the 2006 annual
meeting of shareholders or the 2007 annual meeting of shareholders. To the
extent Steel Partners II does not run a slate in opposition to the slate
recommended by the Board of Directors as candidates for election to the Board of
Directors at the 2007 annual meeting of shareholders, the Issuer is required to
re-nominate, recommend and support Steel Partners II's Class II director for
election to another term. To the extent Steel Partners II does not run a slate
in opposition to the slate recommended by the Board of Directors as candidates
for election to the Board of Directors at the 2008 annual meeting of
shareholders, the Issuer is required to re-nominate, recommend and support Steel
Partners II's Class III director for election to another term. The Settlement
Agreement prohibits Steel Partners II from, among other things, forming or
joining a group of other shareholders, calling meetings of shareholders,
effecting or encouraging a tender offer or business combination, or taking other
specified actions to affect the control of the management or Board of Directors
of the Issuer, subject to specified exceptions.
The Settlement Agreement further requires that the Issuer
refrain from renewing its Shareholder Rights Plan without first satisfying
certain conditions. The Issuer will also amend its Bylaws to more clearly define
the authority and responsibility of the Lead Director. Within one year after the
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CUSIP No. 034663104 13D Page 8 of 35 Pages
------------------------- --------------------------------
effective date of the Settlement Agreement, a meeting of the Board of Directors
will be held to consider the separation of the roles of the Chairman and the
Chief Executive Officer.
James Henderson and John Quicke each entered into separate
agreements (the "Directors Agreements") with the Issuer whereby Messrs.
Henderson and Quicke each agreed to serve as a member of the Board of Directors
of the Issuer and to be bound by the terms of the Settlement Agreement.
The foregoing description of the Settlement Agreement and the
Directors Agreements does not purport to be complete and is qualified in its
entirety by reference to such agreements, which are filed as exhibits hereto and
incorporated herein by reference.
Item 6 is hereby amended to add the following:
Reference is made to the Settlement Agreement and Directors
Agreements defined and described in Item 4.
Item 7 is hereby amended to add the following exhibits:
8. Settlement Agreement by and among Angelica Corporation, Steel
Partners, L.L.C. and Steel Partners II, L.P., dated August 30,
2006.
9. Agreement by and among Angelica Corporation, Steel Partners,
L.L.C., Steel Partners II, L.P. and James R. Henderson, dated
August 30, 2006.
10. Agreement by and among Angelica Corporation, Steel Partners,
L.L.C., Steel Partners II, L.P. and John Quicke, dated August
30, 2006.
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CUSIP No. 034663104 13D Page 9 of 35 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: September 1, 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 10 of 35 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 of the Special Independent
Committee of Angelica Corporation, dated December
14, 2005 (previously filed).
5. Business Proposal Letter from Steel Partners II, --
L.P. to Angelica Corporation, dated December 14,
2005 (previously filed).
6. Nomination Letter from Steel Partners II, L.P. to --
Angelica Corporation, dated December 14, 2005
(previously filed).
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 (previously filed).
8. Settlement Agreement by and among Angelica 12 to 31
Corporation, Steel Partners, L.L.C. and Steel
Partners II, L.P., dated August 30, 2006.
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CUSIP No. 034663104 13D Page 11 of 35 Pages
------------------------- --------------------------------
9. Agreement by and among Angelica Corporation, Steel 32 to 33
Partners, L.L.C., Steel Partners II, L.P. and James
R. Henderson, dated August 30, 2006.
10. Agreement by and among Angelica Corporation, Steel 34 to 35
Partners, L.L.C., Steel Partners II, L.P. and John
Quicke, dated August 30, 2006.
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CUSIP No. 034663104 13D Page 12 of 35 Pages
------------------------- --------------------------------
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the "AGREEMENT") dated as of August 30, 2006
(the "EFFECTIVE DATE") by and among Angelica Corporation, a Missouri corporation
(the "COMPANY"), Steel Partners, L.L.C., a Delaware limited liability company
("STEEL PARTNERS"), and Steel Partners II, L.P., a Delaware limited partnership
("STEEL II" and, together with Steel Partners, "STEEL").
W I T N E S S E T H:
A. The Company has outstanding approximately 9,431,341 shares of Common
Stock (as defined below).
B. On February 6, 2006, Steel filed a twelfth amendment to Schedule 13D
previously filed by Steel with respect to the Company indicating that they
planned to (i) seek representation on the Company's Board of Directors (the
"BOARD OF DIRECTORS") by nominating a slate of two candidates, specifically
James Henderson and John Quicke, for election as directors at the 2006 annual
meeting of the Company's shareholders (the "2006 ANNUAL MEETING") and (ii) seek
certain amendments to the Company's Articles (as defined below).
C. The Company and Steel (each a "PARTY") desire to enter into this
Agreement, which (i) grants to Steel representation on the Board of Directors,
(ii) restricts certain purchases of the Company's capital stock by Steel and its
Affiliates and Associates, (iii) provides for certain other limitations on Steel
and its Affiliates and Associates and (iv) implements certain corporate
governance changes at the Company.
NOW, THEREFORE, in consideration of the premises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each Party, intending
to be legally bound, hereby agrees as follows:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
Section 1.1 CERTAIN DEFINITIONS. As used in this Agreement, the
following terms will have the meanings specified below:
"AFFILIATE" has the meaning set forth in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act.
"APPLICABLE LAW" means all applicable provisions of all (a)
constitutions, treaties, statutes, laws (including common law), rules,
regulations, ordinances or codes of any Governmental Authority, and (b) orders,
decisions, injunctions, judgments, awards and decrees of any Governmental
Authority.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 13 of 35 Pages
------------------------- --------------------------------
"ARTICLES" means the Articles of Incorporation of the Company, as
amended, restated or supplemented from time to time.
"ASSOCIATE" has the meaning ascribed to such term in Rule 12b-2 of the
General Rules and Regulations of the Exchange Act.
"BENEFICIAL OWNER" A Person will be deemed the "Beneficial Owner" of,
and will be deemed to "Beneficially Own," any securities:
(a) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly (as determined pursuant to
Rule 13d-3 and Rule 13d-5(b) of the General Rules and Regulations of the
Exchange Act as in effect on the date hereof);
(b) which such Person or any of such Person's Affiliates or
Associates has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities), or upon the exercise of conversion rights, exchange
rights, rights (other than Rights issued pursuant to the Rights Plan), warrants
or options, or otherwise, PROVIDED, HOWEVER, that a Person will not be deemed
the "Beneficial Owner" of securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for payment or exchange;
or (ii) the right to vote pursuant to any agreement, arrangement or
understanding, PROVIDED, HOWEVER, that a Person will not be deemed the
"Beneficial Owner" of any security under this clause (ii) if the agreement,
arrangement or understanding to vote such securities (A) arises solely from a
revocable proxy or consent given in response to a proxy or consent solicitation
made pursuant to, and in accordance with, the applicable rules and regulations
of the Exchange Act and (B) is not also then reportable by such Person on
Schedule 13D under the Exchange Act (or any comparable or successor report); or
(c) which are beneficially owned, directly or indirectly, by
any other Person with which such Person or any of such Person's Affiliates or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities) for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy or consent as described in
clause (ii) of subparagraph (b) above) or disposing of any securities of the
Company.
"BUSINESS DAY" means a day other than a Saturday, a Sunday, a day on
which banking institutions in the States of New York or Missouri are authorized
or obligated by law or required by executive order to be closed, or a day on
which the New York Stock Exchange is closed.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 14 of 35 Pages
------------------------- --------------------------------
"CLASS I DIRECTOR" means a member of the class of the Board of
Directors, the term of which expires at the 2006 Annual Meeting. For avoidance
of doubt, the term for each Class I Director elected at the 2006 Annual Meeting
will be three years.
"CLASS II DIRECTOR" means a member of the class of the Board of
Directors, the term of which expires at the 2007 annual meeting of the Company's
shareholders (the "2007 ANNUAL MEETING").
"CLASS III DIRECTOR" means a member of the class of the Board of
Directors, the term of which expires at the 2008 annual meeting of the Company's
shareholders (the "2008 ANNUAL MEETING").
"COMMON STOCK" means the common stock of the Company.
"DISINTERESTED DIRECTORS" means those members of the Board of Directors
that (a) are Incumbent Directors and (b) are not "interested directors" within
the meaning of Applicable Law.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.
"GOVERNMENTAL AUTHORITY" means any federal, state, local or political
subdivision, governmental or administrative body, instrumentality, department or
agency or any court, administrative hearing body, arbitration tribunal,
commission or other similar dispute resolution panel or body, and any other
entity exercising executive, legislative, judicial, regulatory or administrative
functions of a government.
"GROUP" means any group within the meaning of Section 13(d)(3) of the
Exchange Act, and Rule 13d-5(b) thereunder, in each case as in effect on the
date hereof.
"INCUMBENT DIRECTORS" means those individuals who, as of the date
hereof, constitute the Board of Directors; provided, however, that any
individual who becomes a director subsequent to the date hereof whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the Incumbent Directors then serving on the Board of
Directors will be considered as though such individual were an Incumbent
Director, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of Directors. For the
avoidance of doubt, the Steel Directors will not be Incumbent Directors.
"PERCENTAGE LIMITATION" means 19.99% of the then outstanding Voting
Securities of the Company provided if Steel's ownership percentage is in excess
of 19.99% of the Voting Securities as a result of the Company buying back its
Voting Securities then the Percentage Limitation will increase to such ownership
percentage resulting from the buy back so long as Steel does not acquire
beneficial ownership of any additional shares of Voting Securities.
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 15 of 35 Pages
------------------------- --------------------------------
"PERSON" means an individual, a partnership, an association, a joint
venture, a corporation, a limited liability company, a business, a trust, any
entity organized under Applicable Law, an unincorporated organization or any
Governmental Authority.
"RIGHTS PLAN" means the Rights Agreement dated as of August 27, 1998,
as amended, between the Company and UMB Bank, n.a., as rights agent.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
"STEEL DIRECTOR" means John Quicke, with respect to the Class II
Director designated in SECTION 3.2(A) and James Henderson, with respect to the
Class III Director designated in SECTION 3.2(A), and the successors of such
individuals as set forth in SECTION 3.2(B), provided that no Person who has not
received the approval of a majority of the Disinterested Directors will be
deemed a successor Steel Director if such Person (a) is, or is an Affiliate,
Associate, officer, director, member, partner, stockholder or employee of, a
Person (other than the Company, Steel and their respective Affiliates and
Associates), a substantial amount of the business of which is similar to the
business of the Company as then-currently conducted, (b) is, or is an Affiliate,
Associate, officer, director, member, partner, stockholder or employee of a
Person (other than the Company, Steel and their respective Affiliates and
Associates), which Person has taken any actions which, if such Person were
Steel, would violate SECTION 3.1, (c) is, or is an Affiliate, Associate,
officer, director, member, partner, stockholder or employee of, a Person (other
than the Company, Steel and their respective Affiliates and Associates),
described in Rule 262 of Regulation A of the Securities Act, or (d) has been
convicted by a court of competent jurisdiction of a misdemeanor involving moral
turpitude or a felony.
"VOTE" means, as to any entity, the ability to cast a vote at a
shareholders' or comparable meeting of such entity with respect to the election
of directors or other members of such entity's governing body.
"VOTING POWER" means the aggregate number of Votes of the Company
outstanding as at such date.
"VOTING SECURITIES" means the Common Stock and any other securities of
the Company having the right to Vote.
Section 1.2 INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT. The
definitions in SECTION 1.1 will apply equally to both the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun will
include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" will be deemed to be followed by the
phrase "without limitation." All references herein to Articles, Sections and
Schedules will be deemed to be references to Articles and Sections of, and
Schedules to, this Agreement unless the context will otherwise require. The
------------------------- --------------------------------
CUSIP No. 034663104 13D Page 16 of 35 Pages
------------------------- --------------------------------
headings of the Articles and Sections are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement. Unless the context will otherwise require or
provide, any reference to any agreement or other instrument or statute or
regulation is to such agreement, instrument, statute or regulation as amended
and supplemented from time to time (and, in the case of a statute or regulation,
to any successor provision).
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 REPRESENTATION AND WARRANTIES BY STEEL. Steel Partners and
Steel II hereby represent and warrant to the Company as follows:
(a) Each of them has all requisite power and authority to execute,
deliver and perform their respective obligations under this Agreement. The
execution, delivery and performance of this Agreement by each of them and the
consummation of the transactions contemplated hereby have been duly authorized
by all requisite action on the part of each of them.
(b) This Agreement has been duly executed and delivered by each of them
and constitutes a legal, valid and binding obligation of each of them,
enforceable against each of them in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency or other
similar laws affecting creditors rights generally or by general principles of
equity.
(c) No governmental consent, approval, authorization, license or
clearance, or filing or registration with any governmental or regulatory
authority, is required in order to permit either of them to perform its
respective obligations under this Agreement, except for such as have been
obtained.
(d) The shares of Common Stock set forth on SCHEDULE 2.1(D) attached
hereto represent all of the shares of Voting Securities of the Company, if any,
which are Beneficially Owned by either or both of them on the date hereof. Such
shares are owned free and clear of any charge, claim, equitable interest, lien,
option, pledge, security interest, right of first refusal, encumbrance or
similar restriction. Neither of them has the right to vote shares of Voting
Securities of the Company other than those set forth on SCHEDULE 2.1(D), and
neither of them has granted any other Person the right to vote such shares.
(e) Each Steel Director satisfies the eligibility requirements for
members of the Board of Directors established by (i) the Company's corporate
governance documents and (ii) the New York Stock Exchange.
Section 2.2 REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company
represents and warrants to Steel as follows:
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CUSIP No. 034663104 13D Page 17 of 35 Pages
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(a) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement. The
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby have been duly authorized
by all requisite corporate action on the part of the Company.
(b) This Agreement has been duly executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency or similar
laws affecting creditors rights generally or by general principles of equity.
(c) No governmental consent, approval, authorization, license or
clearance, or filing or registration with any governmental or regulatory
authority, is required in order to permit the Company to perform its obligations
under this Agreement, except for such as have been obtained.
ARTICLE III
COVENANTS AND OTHER LIMITATIONS
Section 3.1 COVENANTS. Steel by execution of this Agreement, hereby
withdraws its slate of nominees for election to the Board of Directors at the
2006 Annual Meeting. Steel by execution of this Agreement, hereby withdraws the
shareholder proposals it submitted for the 2006 Annual Meeting. Within two (2)
Business Days of the date of this Agreement, Steel will file, or cause to be
filed on their behalf, with the SEC an amendment to its Schedule 13D with
respect to the Company disclosing the material contents of this Agreement.
In addition to the foregoing, Steel agrees that it will not, and it
will cause each of its Affiliates and Associates not to, directly or indirectly,
alone or in concert with others, take any of the actions set forth below:
(a) effect, seek, offer, propose (whether publicly or otherwise)
or cause or participate in, or assist, encourage or seek to persuade, any other
Person to effect, seek, offer or propose (whether publicly or otherwise) or
participate in:
(i) any acquisition of Beneficial Ownership of Common
Stock or other Voting Securities; provided, however, that such
acquisition may be made to the extent it would not result in Steel
having Beneficial Ownership in excess of the Percentage Limitation;
(ii) any tender offer or exchange offer; provided,
however, that this clause (ii) will be inoperative to the extent a
third party which is not an Affiliate or Associate of Steel commences a
hostile tender offer or exchange offer with respect to the Company's
securities;
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CUSIP No. 034663104 13D Page 18 of 35 Pages
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(iii) any merger, consolidation, share exchange, business
combination, sale of assets, recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with or
involving the Company or any material portion of its business or
substantial part of the assets of the Company; provided, however, that
if the Company conducts a sale process, Steel will have the opportunity
to participate in such process under the same procedures and guidelines
established for the other participants in the process; or
(iv) any "solicitation" of "proxies" (as such terms are
used in the proxy rules of the SEC) with respect to the Company or any
action resulting in such Person becoming a "participant" in any
"election contest" (as such terms are used in the proxy rules of the
SEC) with respect to the Company, except (A) the solicitation of
revocable proxies by Steel for the election of a maximum of three
members of the Board of Directors at the 2007 Annual Meeting and (B)
that Steel may make recommendations to shareholders relating to and/or
solicit revocable proxies or written consents for the approval of any
proposal (other than election of directors) submitted by any other
shareholder of the Company which is not an Affiliate or Associate of
Steel or a member of any Group of which either Steel or its Affiliates
or Associates is a member;
(b) except for the nomination of a maximum of three individuals
for election as members of the Board of Directors at the 2007 Annual Meeting,
propose any matter for submission to a vote of shareholders of the Company;
provided, however, that nothing in this SECTION 3.1(B) will restrict the manner
in which the Steel Directors may (i) vote on any matter submitted to the Board
of Directors or stockholders, (ii) participate in deliberations or discussions
of the Board of Directors (including making suggestions and raising issues to
the Board of Directors) in their capacity as members of the Board of Directors
and in no other capacity; or (iii) take any other actions that will allow them
to exercise their fiduciary duties and obligations as directors of the Company;
(c) form, join or participate with any Person in a Group with
respect to any Voting Securities;
(d) except with respect to the grant of revocable proxies for the
election of a maximum of three individuals as members of the Board of Directors
at the 2007 Annual Meeting, grant any proxy with respect to any Voting
Securities to any Person not designated by the Company;
(e) deposit any Voting Securities in a voting trust or subject any
Voting Securities to any arrangement, agreement or understanding with respect to
the Voting of such Voting Securities or other agreement having similar effect;
(f) execute any written shareholder consent with respect to the
Company, except as specifically contemplated in SECTION 3.1(A)(IV);
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CUSIP No. 034663104 13D Page 19 of 35 Pages
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(g) except for the solicitation of revocable proxies for the
election of a maximum of three individuals as members of the Board of Directors
at the 2007 Annual Meeting, take any other action to seek to affect the control
of the management or Board of Directors of the Company; provided, however, that
nothing in this SECTION 3.1(G) will restrict the manner in which the Steel
Directors may (i) vote on any matter submitted to the Board of Directors or
stockholders, (ii) participate in deliberations or discussions of the Board of
Directors (including making suggestions and raising issues to the Board of
Directors) in their capacity as members of the Board of Directors and in no
other capacity, or (iii) take any other actions that will allow them to exercise
their fiduciary duties and obligations as directors of the Company; or
(h) call or seek to have called any meeting of the shareholders of
the Company other than through participation as a member of the Board of
Directors and with the prior approval of a majority of the Disinterested
Directors;
(i) unless such amendment, waiver or termination is approved by a
majority of Disinterested Directors, request the Company or the Board of
Directors, directly or indirectly, to amend, waive or terminate any provision of
this Agreement; provided, however, that a request for a waiver or amendment is
permitted to be made by Steel on a confidential basis to the Board of Directors
and no disclosure regarding such request or the subject matter thereof will be
made by Steel or any of its Affiliates or Associates to any third party; or
(j) enter into any discussions, negotiations, arrangements or
understandings with any Person other than the Company with respect to any of the
foregoing, or advise, assist, encourage or seek to persuade others to take any
action with respect to any of the foregoing.
Section 3.2 STEEL DIRECTORS.
(a) As of the Effective Date, one Class II Director and one Class
III Director will resign from their positions as members of the Board of
Directors and the remaining members of the Board of Directors will immediately
appoint the Steel Directors to fill the vacancies created by the resignations of
the Class II Director and the Class III Director.
(b) In the case of any vacancy occurring among the Steel Directors
serving on the Board of Directors, Steel will have the right to designate a
Steel Director for appointment as a successor to hold office for the unexpired
term of the Steel Director whose place will be vacant; provided that such Steel
Director; in the reasonable judgment of the Nominating and Corporate Governance
Committee, meets the eligibility requirements for directors established by (i)
the Company's corporate governance documents and (ii) the New York Stock
Exchange.
(c) To the extent Steel or any of its Affiliates or Associates or
any member of any Group of which Steel or its Affiliates or Associates are a
member does not run a slate in opposition to the slate recommended by the Board
of Directors as candidates for election to the Board of Directors at the 2007
Annual Meeting, the Company will re-nominate, recommend and support Steel's
Director situated in Class II for election to another term. To the extent Steel
or any of its Affiliates or Associates or any member of any Group of which Steel
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CUSIP No. 034663104 13D Page 20 of 35 Pages
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or its Affiliates or Associates are a member does not run a rival slate of
candidates for election to the Board of Directors at the 2008 Annual Meeting,
the Company will re-nominate, recommend and support the Steel Directors for
election to another term.
(d) Notwithstanding anything in this SECTION 3.2 to the contrary,
the Company will have no obligation to nominate, appoint, recommend, support,
solicit proxies for or seat any Steel Director unless such Steel Director has
entered into an agreement with Steel and the Company in the form attached hereto
as EXHIBIT A.
(e) If Steel is able to obtain Board of Directors representation
totaling four directors out of a possible eight directors, and if any director
subsequently ceases to serve for any reason and no successors nominated by the
Nominating and Corporate Governance Committee are elected to fill those
vacancies, then Steel and/or the Disinterested Directors, as the case may be,
will cause its Board of Directors' representatives to resign proportionately so
that the maximum representation each of Steel and the Disinterested Directors
have on the Board after the 2007 Annual Meeting but before the 2008 Annual
Meeting will not exceed 50%. The number of directors serving on the Board of
Directors will not exceed eight until the conclusion of the 2008 Annual Meeting.
(f) Concurrently with the election of the two Steel Directors in
2006, one Steel Director will be appointed, at Steel's recommendation and in any
combination determined by Steel, to serve as a member of each of the
Compensation and Organization Committee and any future executive committee or
special committee established by the Board of Directors, the subject matter for
which does not involve any matter which Steel or any Steel Director would have,
or be reasonably expected to have, an actual conflict of interest.
Section 3.3 VOTING OF THE COMPANY'S VOTING SECURITIES. Steel and its
Affiliates and Associates will vote their shares of Common Stock for the
election of Stephen M. O'Hara and Ronald J. Kruszewski as Class I Directors at
the 2006 Annual Meeting. Mr. O'Hara will immediately tender an irrevocable
resignation from the position of member of the Board of Directors; provided,
however, that such resignation will only become effective on the date Mr. O'Hara
ceases to be Chief Executive Officer of the Company.
Section 3.4 DECLASSIFICATION AND REORGANIZATION OF THE BOARD OF
DIRECTORS. As of the Effective Date, the Company will amend its Bylaws to
provide that the Board of Directors will be declassified as described in this
SECTION 3.4. The declassification will be "phased-in" such that each member of
the Board of Directors elected at or after the 2007 Annual Meeting will be
elected for a one year term. Members of the Board of Directors elected before
the 2007 Annual Meeting will serve the remaining duration of their three year
term. The Company has shifted two of the members of the Classes of the Board of
Directors in connection with this Agreement such that the members of the Classes
of the Board of Directors immediately following the execution of this Agreement
will be as follows:
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CUSIP No. 034663104 13D Page 21 of 35 Pages
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Class I: Stephen M. O'Hara
Ronald J. Kruszewski
Class II: John Quicke
Ronald N. Riner
Don W. Hubble
Class III: James Henderson
Charles W. Mueller
Kelvin R. Westbrook
Section 3.5 ROLE OF LEAD DIRECTOR AND EVALUATION OF SPLIT OF ROLES OF
CHAIRMAN CEO WITHIN ONE YEAR.
(a) Concurrently with the execution of this Agreement, the
Company's Bylaws will be amended to more clearly define the authority and
responsibilities of the Lead Director, which shall include:
(i) the right as Lead Director only to call meetings of
the Board of Directors;
(ii) the right as Lead Director only to call for and
conduct executive sessions of the Board of Directors at which only
outside, independent directors are permitted to be present, along with
other persons invited to attend such sessions by the Lead Director or a
majority of the outside, independent directors;
(iii) presiding at all meetings of the Board of Directors
at which the Chairman of the Board of Directors ("CHAIRMAN") is not
present, including executive sessions of the independent directors;
(iv) serving as liaison between the Chairman and the
independent directors;
(v) approving or adding materials sent to the Board of
Directors that are initially prepared by or under the direction of the
Chairman;
(vi) approving, or adding to the, meeting agendas for the
Board of Directors that are initially prepared by the Chairman;
(vii) approving meeting schedules that are initially
prepared by the Chairman in order to assure that there is sufficient
time for discussion of all agenda items;
(viii) making recommendations to the Board of Directors
regarding the structure of Board of Directors meetings;
(ix) recommending matters for consideration by the Board
of Directors;
(x) serving as an independent point of contact for
shareholders wishing to communicate with the Board of Directors other
than through the Chairman;
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CUSIP No. 034663104 13D Page 22 of 35 Pages
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(xi) collaborating with the Chairman on recommending tasks
to be assigned to the appropriate committees;
(xii) with the approval of the Corporate Governance and
Nominating Committee, overseeing the annual evaluation of the Board of
Directors and its committees; and
(xiii) the right to engage legal, financial and other
advisers to represent the outside, independent directors.
(b) Within one year after the Effective Date, a meeting of the
Board of Directors shall be held to consider the separation of the roles of the
Chairman and the Chief Executive Officer. At that meeting, the outside,
independent directors, including the Steel Directors, acting by a majority vote
of such outside, independent directors, shall submit a recommendation as to
whether those roles should be split or whether the Chief Executive Officer can
continue to also serve as the Chairman. In formulating its recommendation, the
outside, independent directors, including the Steel Directors, shall take into
account all relevant facts and circumstances, including the effectiveness of the
then current Chairman in conducting meetings of the Board of Directors,
preparing agendas and briefing materials for the Board of Directors,
recommending the assignment of tasks to committees of the Board of Directors,
recommending other matters for consideration by the Board of Directors, and the
extent of collaboration with the Lead Director.
Section 3.6 SPECIAL COMMITTEE. The Special Committee specifically
formed for addressing matters related to Steel and reviewing strategic
alternatives for the Company will be disbanded upon execution of this Agreement.
Section 3.7 ANTI-TAKEOVER PROVISIONS.
(a) Until the conclusion of the 2007 Annual Meeting, the Company
will not (i) amend the timing or other procedures under which shareholders are
permitted to submit director nomination and business proposals for consideration
in meetings of shareholders, (ii) change the qualifications for members of the
Board of Directors, except as required by Applicable Law, the New York Stock
Exchange or any other self-regulatory organization with jurisdiction over the
Company, or (iii) issue any preferred stock or rights to purchase preferred
stock with voting rights in excess of one vote per share of preferred stock;
provided, however, that this clause (iii) shall not limit in any way the Rights
Plan or the issuance of preferred stock under the Rights Plan.
(b) In the event the Board of Directors approves an amendment to
the Rights Plan prior to the conclusion of the 2007 Annual Meeting which would
lower the ownership threshold in the definition of "Acquiring Person", Steel
will be excepted from such lowered ownership threshold. For avoidance of doubt,
the current ownership threshold in the definition of "Acquiring Person" under
the Rights Plan in effect as of the Effective Date will not be affected with
respect to Steel.
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CUSIP No. 034663104 13D Page 23 of 35 Pages
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Section 3.8 RIGHTS PLAN. The Parties acknowledge that certain technical
changes to the Rights Plan have been made prior to the execution of this
Agreement. If neither Steel nor any of its Affiliates or Associates or any
member of any Group of which Steel or its Affiliates or Associates are a member,
elects to run an election contest for the Board of Directors at the 2007 Annual
Meeting, the Company will not extend the term of the Rights Plan beyond its
currently scheduled expiration date, unless either (a) approved by a majority of
the members of the Board of Directors, including at least one Steel Director, or
(b) approved by holders of a majority of the Voting Securities voting at a
meeting at which such matter is acted upon.
Section 3.9 DISPOSITIONS. Any disposition of shares of Common Stock of
the Company by Steel or its Affiliates or Associates must be made (a) in open
market transactions in a manner designed to effect an orderly disposition of
such shares or (b) under any method approved by a majority of the Disinterested
Directors.
Section 3.10 COVENANT NOT TO SUE. The Company will not initiate
litigation against Steel or its Affiliates or Associates for any events or
activities based on conduct occurring prior to the Effective Date. If the
Company initiates litigation against Steel or its affiliates or Associates for
any activities or events occurring after the Effective Date, the Company will
not utilize any events or activities occurring prior to the Effective Date as
evidence in support of its claim. Steel will not initiate litigation against the
Company or its directors, officers, employees or agents with respect to any
events or activities occurring prior to the Effective Date. If Steel initiates
litigation against the Company or its directors, officers, employees or agents
for any activities or events occurring after the Effective Date, Steel will not
utilize any events or activities occurring before the Effective Date as evidence
in support of its claim. This SECTION 3.10 will survive indefinitely the
termination of this Agreement.
Section 3.11 PRESS RELEASES, ETC.
(a) Each Party (including, for purposes of this SECTION 3.11,
Steel's Affiliates and Associates) may issue press releases and make other
public filings and communications to the financial community and to its
investors in the ordinary course relating to the matters covered by this
Agreement; provided, however, that prior to making any such press release or
public filings or communications, each Party will provide the other Party a
reasonable opportunity to review and comment on any such press release or public
filings or communications.
(b) Neither the Company, Steel or Steel's Affiliates or
Associates, nor any of their respective partners, members, directors, officers,
employees or agents, will publicly disparage any other Party to this Agreement
nor any of their respective partners, members, directors, officers, employees or
agents; provided, however, that the solicitation of revocable proxies for the
election of members of the Board of Directors at the 2007 Annual Meeting that
occurs within 120 days in advance of such meeting shall not be subject to this
SECTION 3.11(B).
Section 3.12 NO PUBLIC INFORMATION. In connection with discussions
between Steel and their representatives and the Company and its representatives,
the Company or its representatives may disclose to Steel or its representatives
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CUSIP No. 034663104 13D Page 24 of 35 Pages
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information which is confidential to the Company. To protect the confidentiality
of such information, and as a condition to the furnishing of such information,
Steel agrees, as set forth below, to treat confidentially all such information
furnished to or otherwise received by Steel or its representatives from the
Company or on its behalf (herein collectively referred to as the "CONFIDENTIAL
INFORMATION"). For purposes of this Agreement, the phrase "Confidential
Information" will not include information which (a) becomes lawfully available
to the public other than as a result of a disclosure by Steel or its
representatives, (b) was lawfully available to Steel on a nonconfidential basis
prior to its disclosure to the Company or its representatives by the Company or
on its behalf or (c) lawfully becomes available to Steel on a nonconfidential
basis from a source other than the Company or the Company's representatives or
agents, provided that such source is not bound by a confidentiality agreement
with the Company of which Steel has been made aware. The Company has no
obligation to furnish Confidential Information to Steel or its representatives
by virtue of this Agreement except for Confidential Information provided to
Steel Directors in their capacity as directors of the Company. The Company shall
use its reasonable efforts not to provide Confidential Information to Steel
unless requested or consented to by Steel; provided that the Parties acknowledge
that the provision of Confidential Information to Steel representatives serving
on the Board of Directors shall not violate this provision. The Confidential
Information will not be disclosed by Steel or its representatives except to the
extent the Company has given its prior written consent. This SECTION 3.12 will
survive the termination of this Agreement for two (2) years.
Section 3.13 QUORUM. Steel will use reasonable efforts to ensure that
it will be present, and will use reasonable efforts to cause its Affiliates and
Associates owning Voting Securities to be present, in each case, in person or by
proxy, at all meetings of shareholders of the Company so that all Voting
Securities Beneficially Owned by Steel and its Affiliates and Associates will be
counted for purposes of determining the presence of a quorum at such meeting.
ARTICLE IV
TERM AND TERMINATION
Section 4.1 TERMINATION. Except with respect to SECTIONS 3.2(C),
3.2(E), 3.8, 3.10 and 3.12, the provisions of this Agreement will terminate at
the conclusion of the 2007 Annual Meeting and the provisions of SECTION 3.2(C),
3.2(E) and 3.8 will terminate at the conclusion of the 2008 Annual Meeting. The
provisions of this Agreement may also be terminated by the non-breaching Party
in the event of a material breach by any Party of any of the terms of this
Agreement. Any termination of this Agreement as provided herein will be without
prejudice to the rights of any Party arising out of the breach by any other
Party of any provision of this Agreement.
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CUSIP No. 034663104 13D Page 25 of 35 Pages
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ARTICLE V
MISCELLANEOUS
Section 5.1 NOTICES. All notices, requests and other communications to
any Party hereunder will be in writing (including prepaid overnight courier,
facsimile transmission or similar writing) and will be given to such Party at
its address or facsimile number set forth in this SECTION 5.1 or at such other
address or facsimile number as such Party may hereafter specify in writing. Each
such notice, request or other communication will be effective (a) if given by
facsimile, when transmitted to the facsimile number specified in this SECTION
5.1 and confirmation of receipt is received by the sender, (b) if given by mail,
upon the earlier of actual receipt or three (3) Business Days after deposit in
the United States Mail, registered or certified mail, return receipt requested,
properly addressed and with proper postage prepaid, (c) one (1) Business Day
after deposit with an internationally reputable overnight courier properly
addressed and with all charges prepaid or (d) when received, if by any other
means.
The Company: Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017
Attn: Steven L. Frey, Esq.
Telecopy No.: (800) 235-8410
with a copy to: Stinson Morrison Hecker, LLP
1201 Walnut, Suite 2800
Kansas City, Missouri 64106
Attn: John A. Granda, Esq.
Telecopy No.: (816) 691-3495
Steel: Steel Partners, L.L.C.
590 Madison Avenue, 32nd Floor
New York, New York 10022
Attn: Mr. Warren G. Lichtenstein
Telecopy No.: (212) 520 - 2331
with a copy to: Olshan Grundman Frome
Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Attn: Steven Wolosky, Esq.
Telecopy No.: (212) 451-2222
The Parties will promptly notify each other in the manner provided in this
SECTION 5.1 of any change in their respective addresses. A notice of change of
address will not be deemed to have been given until received by the addressee.
Communications by telecopier also will be sent concurrently by mail, but will in
any event be effective as stated above.
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CUSIP No. 034663104 13D Page 26 of 35 Pages
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Section 5.2 EXPENSES. The Company will pay its own expenses with
respect to this Agreement. The Company will reimburse Steel for reasonable
attorneys fees up to, but not in excess of $75,000 relating to this Settlement
Agreement and the matters covered hereby including the nominations and proposals
withdrawn by Steel at the 2006 Annual Meeting. Upon any request for
reimbursement, Steel will provide the Company with copies of invoices from its
counsel containing descriptions, in reasonable detail, of the work performed.
Section 5.3 ASSIGNMENT. No Party will assign this Agreement or any
rights, interests or obligations hereunder, or delegate performance of any of
its obligations hereunder, without the prior written consent of each of the
other Parties.
Section 5.4 ENTIRE AGREEMENT. This Agreement, including the Schedule
and Exhibit attached hereto, embodies the entire agreement and understanding of
the Parties in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the Parties with
respect to such subject matter.
Section 5.5 WAIVER, AMENDMENT, ETC. This Agreement may not be amended
or supplemented, and no waivers of or consents to departures from the provisions
hereof will be effective, unless set forth in a writing signed by, and delivered
to, all the Parties. No failure or delay of any Party in exercising any power or
right under this Agreement will operate as a waiver thereof, nor will any single
or partial exercise of any right or power, or any abandonment or discontinuance
of steps to enforce such right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.
Section 5.6 BINDING AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will be construed to confer upon or to give to any third party any
rights or remedies by virtue hereof.
Section 5.7 GOVERNING LAW; EXCLUSIVE JURISDICTION; SERVICE OF PROCESS.
This Agreement will be governed by and construed in accordance with the internal
laws of the state of Missouri, without regard to conflicts of laws principles.
Section 5.8 SEVERABILITY. The invalidity or unenforceability of any
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by Applicable Law, each Party waives any
provision of Applicable Law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to be
unenforceable for any reason, it will be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the extent possible.
Section 5.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
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Section 5.10 REMEDIES. Each of the Parties acknowledges and agrees that
each Party would suffer irreparable damage in the event that any of the
provisions of this Agreement was not performed in accordance with its specific
terms or was otherwise breached and that such damage may not be compensable in
money damages. It is accordingly agreed that, in the event of a breach,
violation or threatened breach or violation of the terms this Agreement by any
of the Parties, each of the other Parties will be entitled to seek specific
enforcement of, and injunctive relief to prevent any breach, violation or
further breach or violation of, the terms hereof, in addition to any other
remedy or relief available at law or in equity. In the event an action seeking
injunctive relief hereunder, no Party will be required to post a bond.
[signature page follows]
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CUSIP No. 034663104 13D Page 28 of 35 Pages
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IN WITNESS WHEREOF, the Company and Steel have caused their respective
duly authorized officers to execute this Agreement as of the day and year first
above written.
ANGELICA CORPORATION
By: /s/ Steven L. Frey
-------------------------------------
Name: Steven L. Frey
Title: Vice President and General Counsel
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
-------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., its General Partner
By: /s/ Warren G. Lichtenstein
-------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
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CUSIP No. 034663104 13D Page 29 of 35 Pages
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SCHEDULE 2.1(D)
NUMBER OF SHARES BENEFICIALLY OWNED
Steel Partners II, L.P.
-----------------------
1,847,250
Steel Partners, L.L.C.
----------------------
1,847,250
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CUSIP No. 034663104 13D Page 30 of 35 Pages
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EXHIBIT A
AGREEMENT
THIS AGREEMENT (the "AGREEMENT") dated as of _________, 200__ by and
among Angelica Corporation, a Missouri corporation (the "COMPANY"), Steel
Partners, L.L.C., a Delaware limited liability company ("STEEL PARTNERS"), Steel
Partners II, L.P., a Delaware limited partnership ("STEEL II" and, together with
Steel Partners, "STEEL"), and ______________________, an individual residing at
_________________________________ ("STEEL DIRECTOR").
W I T N E S S E T H:
WHEREAS, the Company and Steel have entered into that certain
Settlement Agreement dated as of August __, 2006 (the "SETTLEMENT AGREEMENT")
pursuant to which the Company has agreed to appoint or nominate certain
individuals designated by Steel to be directors of the Company; and
WHEREAS, as a condition to its entering into the Settlement Agreement,
and as a condition to the Board of Directors of the Company nominating or
appointing such designee to the Board of Directors, the Company requires that
each individual designated by Steel enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Company, Steel and the Steel Director (each a
"PARTY"), intending to be legally bound, hereby agrees as follows:
1. The Steel Director agrees to serve as a member of the Board of
Directors until the earlier of his or her resignation or upon the expiration of
the term thereof. The Steel Director further agrees to immediately resign all
positions as a director and officer of the Company and any subsidiary of the
Company upon the written request by Steel delivered to the Steel Director
requesting the Steel Director to resign as a director of the Company.
2. The Steel Director acknowledges, and agrees to be bound by, the
terms of the Settlement Agreement as fully as if the Steel Director was a Party
thereto.
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CUSIP No. 034663104 13D Page 31 of 35 Pages
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IN WITNESS WHEREOF, the Company, Steel and the Steel Director have
caused their respective duly authorized officers to execute this Agreement as of
the day and year first above written.
ANGELICA CORPORATION
By:
-------------------------------------
Name:
Title:
STEEL PARTNERS, L.L.C.
By:
-------------------------------------
Name:
Title:
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., its General Partner
By:
-------------------------------------
Name:
Title:
"Steel Director"
By:
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Name:
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CUSIP No. 034663104 13D Page 32 of 35 Pages
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AGREEMENT
THIS AGREEMENT (the "AGREEMENT") dated as of August 30, 2006 by and
among Angelica Corporation, a Missouri corporation (the "COMPANY"), Steel
Partners, L.L.C., a Delaware limited liability company ("STEEL PARTNERS"), Steel
Partners II, L.P., a Delaware limited partnership ("STEEL II" and, together with
Steel Partners, "STEEL"), and James R. Henderson, an individual residing at 203
E. Jefferson Street, Falls Church, VA 22046 ("STEEL DIRECTOR").
W I T N E S S E T H:
WHEREAS, the Company and Steel have entered into that certain
Settlement Agreement dated as of August 30, 2006 (the "SETTLEMENT AGREEMENT")
pursuant to which the Company has agreed to appoint or nominate certain
individuals designated by Steel to be directors of the Company; and
WHEREAS, as a condition to its entering into the Settlement Agreement,
and as a condition to the Board of Directors of the Company nominating or
appointing such designee to the Board of Directors, the Company requires that
each individual designated by Steel enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Company, Steel and the Steel Director (each a
"PARTY"), intending to be legally bound, hereby agrees as follows:
1. The Steel Director agrees to serve as a member of the Board of
Directors until the earlier of his or her resignation or upon the expiration of
the term thereof. The Steel Director further agrees to immediately resign all
positions as a director and officer of the Company and any subsidiary of the
Company upon the written request by Steel delivered to the Steel Director
requesting the Steel Director to resign as a director of the Company.
2. The Steel Director acknowledges, and agrees to be bound by, the
terms of the Settlement Agreement as fully as if the Steel Director was a Party
thereto.
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CUSIP No. 034663104 13D Page 33 of 35 Pages
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IN WITNESS WHEREOF, the Company, Steel and the Steel Director have
caused their respective duly authorized officers to execute this Agreement as of
the day and year first above written.
ANGELICA CORPORATION
By: /s/ Steven L. Frey
-------------------------------------
Name: Steven L. Frey
Title: Vice President and General Counsel
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
-------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., its General Partner
By: /s/ Warren G. Lichtenstein
-------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
"Steel Director"
By: /s/ James R. Henderson
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Name: James R. Henderson
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CUSIP No. 034663104 13D Page 34 of 35 Pages
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AGREEMENT
THIS AGREEMENT (the "AGREEMENT") dated as of August 30, 2006 by and
among Angelica Corporation, a Missouri corporation (the "COMPANY"), Steel
Partners, L.L.C., a Delaware limited liability company ("STEEL PARTNERS"), Steel
Partners II, L.P., a Delaware limited partnership ("STEEL II" and, together with
Steel Partners, "STEEL"), and John Quicke, an individual residing at 11 Stony
Hollow, Chappaqua, New York 10514 ("STEEL DIRECTOR").
W I T N E S S E T H:
WHEREAS, the Company and Steel have entered into that certain
Settlement Agreement dated as of August 30, 2006 (the "SETTLEMENT AGREEMENT")
pursuant to which the Company has agreed to appoint or nominate certain
individuals designated by Steel to be directors of the Company; and
WHEREAS, as a condition to its entering into the Settlement Agreement,
and as a condition to the Board of Directors of the Company nominating or
appointing such designee to the Board of Directors, the Company requires that
each individual designated by Steel enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Company, Steel and the Steel Director (each a
"PARTY"), intending to be legally bound, hereby agrees as follows:
1. The Steel Director agrees to serve as a member of the Board of
Directors until the earlier of his or her resignation or upon the expiration of
the term thereof. The Steel Director further agrees to immediately resign all
positions as a director and officer of the Company and any subsidiary of the
Company upon the written request by Steel delivered to the Steel Director
requesting the Steel Director to resign as a director of the Company.
2. The Steel Director acknowledges, and agrees to be bound by, the
terms of the Settlement Agreement as fully as if the Steel Director was a Party
thereto.
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CUSIP No. 034663104 13D Page 35 of 35 Pages
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IN WITNESS WHEREOF, the Company, Steel and the Steel Director have
caused their respective duly authorized officers to execute this Agreement as of
the day and year first above written.
ANGELICA CORPORATION
By: /s/ Steven L. Frey
-------------------------------------
Name: Steven L. Frey
Title: Vice President and General Counsel
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
-------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., its General Partner
By: /s/ Warren G. Lichtenstein
-------------------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
"Steel Director"
By: /s/ John Quicke
-------------------------------------
Name: John Quicke