-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sh1Fq4x2f7ZArSMCTYPc9yIMvyD/+Cq4SXunKwZNZZpVg6JpNQ9y9qhgVTz3sq5r TzLer8LP5hPWxxbe7X8PqQ== 0001144204-06-036943.txt : 20060905 0001144204-06-036943.hdr.sgml : 20060904 20060905120313 ACCESSION NUMBER: 0001144204-06-036943 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060905 DATE AS OF CHANGE: 20060905 GROUP MEMBERS: THOMAS R. HUDSON JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELICA CORP /NEW/ CENTRAL INDEX KEY: 0000006571 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 430905260 STATE OF INCORPORATION: MO FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10149 FILM NUMBER: 061073105 BUSINESS ADDRESS: STREET 1: 424 S WOODS MILL RD CITY: CHESTERFIELD STATE: MO ZIP: 63017-3406 BUSINESS PHONE: 3148543800 MAIL ADDRESS: STREET 1: 424 SOUTH WOODS MILL ROAD CITY: CHESTERFIELD STATE: MO ZIP: 63017-3406 FORMER COMPANY: FORMER CONFORMED NAME: ANGELICA UNIFORM CORP DATE OF NAME CHANGE: 19680621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 IRS NUMBER: 030445177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 SC 13D/A 1 v052073.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* ANGELICA CORPORATION (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 034663104 (CUSIP Number) Thomas R. Hudson Jr. Pirate Capital LLC 200 Connecticut Avenue, 4th Floor Norwalk, CT 06854 (203) 854-1100 (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 which is the object 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. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.034663104 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Pirate Capital LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,209,247 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,209,247 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,247 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA - -------------------------------------------------------------------------------- CUSIP No.034663104 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Thomas R. Hudson Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,209,247 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,209,247 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,247 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- The Schedule 13D filed on January 5, 2005 by Pirate Capital LLC, a Delaware limited liability company ("Pirate Capital"), and Thomas R. Hudson Jr. (together, the "Reporting Persons"), relating to the shares of common stock, $1.00 par value (the "Shares"), of Angelica Corporation (the "Issuer"), as amended by Amendment No. 1 on March 17, 2005, Amendment No. 2 on July 5, 2005, Amendment No. 3 on September 22, 2005, Amendment No. 4 on February 15, 2006, Amendment No. 5 on April 4, 2006 and Amendment No. 6 on May 17, 2006, is hereby amended by this Amendment No. 7 to the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended and restated as follows: Funds for the purchase of the Shares were derived from available capital of the Holders (as defined below). A total of approximately $27,779,416 was paid to acquire such Shares. ITEM 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by the addition of the following: On August 30, 2006, Pirate Capital reached a Settlement Agreement (the "Agreement") with the Issuer. Under the Agreement, Pirate has agreed not to conduct an election contest at the 2006 Annual Meeting of the Issuer (the "Annual Meeting"), to support the Issuer's director nominees, Steve O'Hara and Ron Kruszewski, at the Annual Meeting, and to refrain from proposing any matters for a shareholder vote at the Annual Meeting. The Agreement contains certain other provisions with respect to the Issuer, including prohibitions on Pirate Capital forming or joining a group of other shareholders, effecting or encouraging a tender offer or business combination (unless it is initiated by a third party), or taking other specified actions to affect the control of the management or Board of Directors of the Issuer. The Issuer and Pirate Capital have also agreed not to initiate litigation against the other for conduct occurring prior to the settlement. With limited exceptions, the Agreement expires at the conclusion of the Annual Meeting. A copy of the Agreement is attached as Exhibit 2 to this Schedule 13D and incorporated by reference herein. Item 5. Interest in Securities of the Issuer Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows: (a) The Reporting Persons beneficially own 1,209,247 Shares, constituting approximately 12.8% of the Shares outstanding. The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 9,431,341 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-Q for the quarter ended April 29, 2006. (b) By virtue of its position as general partner of Jolly Roger Fund LP, Pirate Capital has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 148,190 Shares held by Jolly Roger Fund LP. By virtue of an agreement with Jolly Roger Offshore Fund LTD (such fund together with Jolly Roger Fund LP, the "Holders"), Pirate Capital has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,061,057 Shares held by Jolly Roger Offshore Fund LTD. By virtue of his position as sole Managing Member of Pirate Capital, Thomas R. Hudson Jr. is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which Pirate Capital has voting power or dispositive power. Accordingly, Pirate Capital and Thomas R. Hudson Jr. are deemed to have shared voting and shared dispositive power with respect to an aggregate of 1,209,247 Shares. (c) The following transactions in the Shares were effected by the Reporting Persons during the last 60 days, each of which was effected on the open market. Jolly Roger Offshore Fund LTD Trade Date Shares Purchased (Sold) Price per Share ($) - ---------- ----------------------- ------------------- 8/03/2006 5,000 16.12 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended to add the following: Reference is made to the Agreement defined and described in Item 4. ITEM 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and restated with the following: Exhibit 1. - Joint Filing Agreement (previously filed) Exhibit 2. - Settlement Agreement with the Issuer, dated August 30, 2006 Signatures After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 5, 2006 PIRATE CAPITAL LLC /s/ Thomas R. Hudson Jr. ------------------------ By: Thomas R. Hudson Jr. Managing Member /s/ Thomas R. Hudson Jr. ------------------------ Thomas R. Hudson Jr. EXHIBIT INDEX Exhibit 1. - Joint Filing Agreement (previously filed) Exhibit 2. - Settlement Agreement with the Issuer, dated August 30, 2006 EX-2 2 v052073-ex2.txt EXHIBIT 2 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"), Pirate Capital LLC, a Delaware limited liability company ("Pirate Capital"), Jolly Roger Fund LP, a Delaware limited partnership ("Jolly Roger"), Jolly Roger Offshore Fund LTD, a British Virgin Islands international business company ("Jolly Roger Offshore" and, together with Pirate Capital and Jolly Roger, "Pirate"). 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 Partners II, L.P. ("Steel") filed a twelfth amendment to Schedule 13D previously filed by Steel with respect to the Company indicating that it 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. On April 4, 2006, Pirate filed a fifth amendment to Schedule 13D previously filed by Pirate with respect to the Company recommending that the Company adopt Steel's corporate governance proposals. D. The Company and Pirate (each a "Party") desire to enter into this Agreement, which provides for certain limitations on Pirate and its Affiliates and Associates. 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. "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. "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. "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. "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 avoidance of doubt, the representatives of Steel will not be Incumbent Directors. "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. "SEC" means the Securities and Exchange Commission. "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 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 REPRESENTATION AND WARRANTIES Section 2.1 Representations and Warranties by Pirate. Pirate Capital, Jolly Roger and Jolly Roger Offshore 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 any 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 any or all 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. None 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 none of them has granted any other Person the right to vote such shares, except that Jolly Roger and Jolly Roger Offshore have granted Pirate Capital the right to vote their shares of Common Stock. Section 2.2 Representations and Warranties by the Company. The Company represents and warrants to Pirate as follows: (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. Pirate will not submit any proposals or Board of Director nominations for consideration at the 2006 Annual Meeting. Within two (2) Business Days of the date of this Agreement, Pirate will file, or cause to be filed on its 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, Pirate 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 tender offer or exchange offer; provided, however, that this clause (i) will be inoperative to the extent a third party which is not an Affiliate or Associate of Pirate commences a hostile tender offer or exchange offer with respect to the Company's securities; (ii) 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, Pirate will have the opportunity to participate in such process under the same procedures and guidelines established for the other participants in the process; or (iii) 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 that Pirate 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 Pirate or a member of any Group of which either Pirate or its Affiliates or Associates is a member; (b) propose any matter for submission to a vote of shareholders of the Company; (c) form, join or participate with any Person in a Group with respect to any Voting Securities; (d) 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)(iii); (g) take any other action to seek to affect the control of the management or Board of Directors of the Company; or (h) call or seek to have called any meeting of the shareholders of the Company; (i) unless such amendment, waiver or termination is approved by a majority of the 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 Pirate on a confidential basis to the Board of Directors and no disclosure regarding such request or the subject matter thereof will be made by Pirate 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 Voting of the Company's Voting Securities. Pirate 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. Section 3.3 Declassification and Reorganization of the Board of Directors. 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: Class I Directors: Stephen M. O'Hara Ronald J. Kruszewski Class II Directors: John Quicke Ronald N. Riner Don W. Hubble Class III Directors: James Henderson Charles W. Mueller Kelvin R. Westbrook The Company hereby represents that the members of the Board of Directors who are switching classes have consented to such switch and the Board of Directors has approved such switch. Section 3.4 Covenant Not to Sue. The Company will not initiate litigation against Pirate 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 Pirate 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. Pirate 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 Pirate initiates litigation against the Company or its directors, officers, employees or agents for any activities or events occurring after the Effective Date, Pirate will not utilize any events or activities occurring before the Effective Date as evidence in support of its claim. This Section 3.4 will survive indefinitely the termination of this Agreement. Section 3.5 Press Releases, Etc. (a) Each Party (including, for purposes of this Section 3.5, Pirate'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, Pirate or Pirate'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. Section 3.6 No Public Information. In connection with discussions between Pirate and their representatives and the Company and its representatives, the Company or its representatives may disclose to Pirate or its representatives information which is confidential to the Company. To protect the confidentiality of such information, and as a condition to the furnishing of such information, Pirate agrees, as set forth below, to treat confidentially all such information furnished to or otherwise received by Pirate 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 Pirate or its representatives, (b) was lawfully available to Pirate 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 Pirate 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 Pirate has been made aware. The Company has no obligation to furnish Confidential Information to Pirate or its representatives by virtue of this Agreement. The Confidential Information will not be disclosed by Pirate or its representatives except to the extent the Company has given its prior written consent. This Section 3.6 will survive the termination of this Agreement for two (2) years. Section 3.7 Quorum. Pirate 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 Pirate 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 3.4 and 3.6, the provisions of this Agreement will terminate at the conclusion of the 2006 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. Furthermore, the provisions of this Agreement will terminate in the event the settlement agreement with Steel, of even date herewith, is terminated or amended. 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. 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 Pirate: Pirate Capital LLC 200 Connecticut Avenue 4th Floor Norwalk, Connecticut 06854 Attn: Mr. Thomas R. Hudson, Jr. Telecopy No.: (203) 854-5841 with a copy to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attn: Marc Weingarten 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. Section 5.2 Expenses. Each Party will pay its own expenses, including the expenses of its own counsel and other advisors, in connection with the negotiation and preparation of this Agreement. 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. 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 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 bond. [signature page follows] IN WITNESS WHEREOF, the Company and Pirate 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 PIRATE CAPITAL LLC By: /s/ Thomas R. Hudson Jr. Name: Thomas R. Hudson, Jr. Title: Managing Member JOLLY ROGER FUND L.P. By: Pirate Capital LLC, its General Partner By: /s/ Thomas R. Hudson Jr. Name: Thomas R. Hudson, Jr. Title: Managing Member JOLLY ROGER OFFSHORE FUND LTD. By: Pirate Capital LLC, its Investment Manager By: /s/ Thomas R. Hudson Jr. Name: Thomas R. Hudson, Jr. Title: Managing Member SCHEDULE 2.1(D) Jolly Roger Fund LP 148,190 shares Jolly Roger Fund Offshore Fund Ltd. 1,061,057 shares Total 1,209,247 shares* * As the investment manager of Jolly Roger Fund LP and Jolly Roger Offshore Fund Ltd., Pirate Capital LLC is deemed to be the Beneficial Owner of such 1,209,247 shares of Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----