SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FREY STEVEN L

(Last) (First) (Middle)
ANGELICA CORPORATION
424 SOUTH WOODS MILL ROAD

(Street)
CHESTERFIELD MO 63017-3406

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANGELICA CORP /NEW/ [ AGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, General Counsel & Sec.
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/04/2008 D 20,214(1)(2) D $22 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $16.125 08/04/2008 D 10,000 (3)(8) 03/01/2009 Common 10,000 $0(8) 0 D
Employee Stock Option (Right to Buy) $7.25 08/04/2008 D 15,000 (4)(8) 05/23/2010 Common 15,000 $0(8) 0 D
Employee Stock Option (Right to Buy) $10.95 08/04/2008 D 3,000 (5)(8) 08/28/2011 Common 3,000 $0(8) 0 D
Employee Stock Option (Right to Buy) $16.325 08/04/2008 D 8,000 (6)(8) 08/05/2012 Common 8,000 $0(8) 0 D
Employee Stock Option (Right to Buy) $19.36 08/04/2008 D 12,000 (7)(8) 08/27/2013 Common 12,000 $0(8) 0 D
Employee Stock Option (Right to Buy) $32.88 08/04/2008 D 10,000 07/27/2005(9) 01/28/2015 Common 10,000 $0(9) 0 D
Explanation of Responses:
1. Includes 106 shares acquired pursuant to Angelica Corporation Dividend Reinvestment Plan since the reporting person's last ownership report.
2. In connection with the merger of Clothesline Acquisition Corporation with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $22.00 per share, without interest.
3. This option provided for vesting in four equal annual installments beginning March 1, 2000.
4. This option provided for vesting in four equal annual installments beginning May 23, 2001.
5. This option provided for vesting in four equal annual installments beginning August 28, 2002.
6. This option provided for vesting in four equal annual installments beginning August 5, 2003.
7. This option provided for vesting in four equal annual installments beginning August 27, 2004.
8. The above options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase for Cash All Outstanding Options to Purchase Shares of Common Stock with an Exercise Price of Less than $22.00 per Share (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on July 3, 2008), which Offer expired on August 4, 2008. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to each separate option grant a cash amount, without interest and less any applicable tax withholdings, of the "spread value" of such option grant, which is the product of (a) the excess of $22.00 over the per share exercise price of such option multiplied by (b) the aggregate number of shares of the Issuer's common stock issuable upon exercise of such option.
9. These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase for Cash Up To 91,463 Shares of Common Stock with an Exercise Price of Greater than $22.00 per Share (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on July 3, 2008), which Offer expired on August 4, 2008. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to the option grant a cash amount, without interest and less any applicable tax withholdings, for each "out-of-the-money" option, $0.82 multiplied by the number of shares of the Issuer's common stock issuable upon exercise of such option.
/s/ Steven L. Frey 08/04/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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