-----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, PihtZ9Oq3oi8sBsazsF58TowrsQCOMlun+0Pqm79WM3VzEcx2WxSRvOZfGI6DN4p BJ4GIUMJkZofaAv7y4gj9w== 0001144204-07-034574.txt : 20070702 0001144204-07-034574.hdr.sgml : 20070702 20070702084607 ACCESSION NUMBER: 0001144204-07-034574 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070702 DATE AS OF CHANGE: 20070702 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: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10149 FILM NUMBER: 07953025 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 v079893_sch13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

Angelica Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(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)

June 27, 2007
(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 o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)

(Page 1 of 5 Pages)


* 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
SCHEDULE 13D
PAGE 2 OF 5 PAGES
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
PIRATE CAPITAL LLC
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a) o
 
     
 
(b) x
 
     
3
SEC USE ONLY
     
4
SOURCE OF FUNDS*
 
AF
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
     
8
SHARED VOTING POWER
935,147
     
9
SOLE DISPOSITIVE POWER
-0-
     
10
SHARED DISPOSITIVE POWER
935,147
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    
o
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
9.8%
     
14
TYPE OF REPORTING PERSON*
 
IA
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
CUSIP NO. 034663104
SCHEDULE 13D
PAGE 3 OF 5 PAGES
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
THOMAS R. HUDSON JR.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a) o
 
     
 
(b) x
 
     
3
SEC USE ONLY
     
4
SOURCE OF FUNDS*
 
AF
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
     
8
SHARED VOTING POWER
935,147
     
9
SOLE DISPOSITIVE POWER
-0-
     
10
SHARED DISPOSITIVE POWER
935,147
       
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
935,147
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    
o
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
9.8%
     
14
TYPE OF REPORTING PERSON*
 
IN
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
CUSIP NO. 034663104
SCHEDULE 13D
PAGE 4 OF 5 PAGES
 
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, $0.01 par value ("Shares"), of Angelica Corporation (the "Issuer"), as amended by Amendment No. 1 on March 17, 2005, Amendment No. 2 on July 5, 2005, Amendment No. 3 on September 22, 2005, Amendment No. 4 on February 15, 2006, Amendment No. 5 on April 4, 2006, Amendment No. 6 on May 17, 2006, Amendment No. 7 on September 5, 2006, and Amendment No. 8 on May 25, 2007, is hereby amended by this Amendment No. 9 to the Schedule 13D. The principal executive office of the Issuer is located at 424 S Woods Mill Road, Chesterfield, MO 63017.

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 $22,536,662 was paid to acquire such Shares.

ITEM 4. PURPOSE OF THE TRANSACTION.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On July 2, 2007, Pirate Capital sent a letter to the board of directors of the Issuer (the “July 2 Letter”), among other things, encouraging the board to take immediate steps to unlock long-term shareholder value by retaining an investment banking firm to explore all strategic alternatives (outside the ordinary course of business), including the sale of the Issuer, sales of assets or another extraordinary transaction. In the July 2 Letter, Pirate Capital also indicated that it may have no recourse but to nominate a slate of directors at the upcoming annual shareholders’ meeting. A copy of the July 2 Letter is attached hereto as Exhibit 3 and incorporated herein by reference. On July 2, 2007, Jolly Roger Fund LP (the “Fund”) notified the Issuer of its intent to make the following proposal at the Issuer’s 2007 annual meeting of shareholders:

RESOLVED, that the shareholders of Angelica Corporation recommend that the Board of Directors immediately engage a nationally recognized investment banking firm to explore all strategic alternatives (outside of the ordinary course of business) to increase shareholder value, including, but not limited to, the sale of Angelica Corporation, sales of assets or another extraordinary transaction.

A copy of such notice is attached hereto as Exhibit 4 and incorporated herein by reference.

On July 2, 2007, the Fund also demanded the opportunity to examine and copy certain books, records and documents of the Issuer pursuant to Missouri law. A copy of such demand is attached hereto as Exhibit 5 and incorporated herein by reference.
 
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

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 935,147 Shares, constituting approximately 9.8% of the Shares outstanding.

The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 9,590,694 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended April 28, 2007.

(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 (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 786,957 Shares held by Jolly Roger Offshore Fund LTD. By virtue of his position as sole Manager 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 power and shared dispositive power with respect to an aggregate of 935,147 Shares.
 
(c) The following transactions in the Shares were effected by the Reporting Persons during the last 60 days. All of the Shares were sold in the open market.
 


Jolly Roger Offshore Fund LTD

Trade Date
 
Shares Purchased (Sold)
 
Price per Share ($)
 
6/05/2007
   
(7,606
)
 
24.79
 
6/06/2007
   
(17,394
)
 
25.06
 
6/15/2007
   
(100
)
 
23.75
 
6/25/2007
   
(5,600
)
 
20.83
 
   
(5,000
)
 
20.36
 
6/27/2007
   
(114,300
)
 
20.29
 
 

 
CUSIP NO. 034663104
SCHEDULE 13D
PAGE 5 OF 5 PAGES

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Exhibit 1 - Joint Filing Agreement (previously filed)

Exhibit 2 - Settlement Agreement with the Issuer, dated August 30, 2006 (previously filed)

Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007

Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007

Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007
 


SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
     
Dated: July 2, 2007
 
   
 
PIRATE CAPITAL LLC
 
 
 
 
 
 
By:   /s/ Thomas R. Hudson Jr.
 
Name: Thomas R. Hudson Jr.
Title: Manager
   
     
      
/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 (previously filed)

Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007

Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007

Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007
 

EX-3 2 v079893_ex3.htm
Exhibit 3

July 2, 2007

VIA HAND DELIVERY & FACSIMILE (314-854-3949)

Board of Directors of Angelica Corporation
c/o Stephen M. O’Hara
President and Chief Executive Officer
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri  63017-3406
 
Dear Members of the Board:
 
Pirate Capital LLC, as the investment advisor to Jolly Roger Fund LP and Jolly Roger Offshore Fund LTD, is the beneficial owner of 935,147 shares of the common stock of Angelica Corporation (“Angelica” or the “Company”). For the past several years, Angelica’s management has failed to improve its operating results, and in fact its net income has declined precipitously, from $11.029 million and $10.743 million in fiscal 2003 and 2004, respectively, to $2.319 million and $3.272 million, respectively in fiscal 2005 and 2006. We believe this failure has significantly hampered value generation for shareholders. This fact is reflected by what we believe to be the significant underperformance of Angelica’s stock price. Since June 27, 2003, Angelica shares have had a cumulative annual growth rate of 5.1% versus a cumulative annual growth rate of 11.4% for the S&P 500, and since the beginning of the year, Angelica shares have fallen by 19.5%, while the S&P 500 has risen over 6.2% - A PERFORMANCE GAP OF OVER 2,500 bps.1  
 
Management has tried to paint a picture to investors that the Company has been building traction in turning around its business and that Angelica is on track to reach management’s goals for organic growth. In April of 2006, management said it anticipated the Company’s organic growth rate to increase to 7% to 10% over the next few quarters, while actual organic growth rates for the 3rd and 4th quarters of 2006 and 1st quarter of 2007 were 0.2%, 0.6% and 0.7%, respectively. More importantly, we don’t believe management has laid out for shareholders a cogent roadmap of how to achieve its targets. As the second largest shareholder of Angelica shares, with almost 10% of the outstanding stock, we can flatly state that our patience has been exhausted with management’s seeming inability to execute and deliver adequate shareholder value.
 
Because of the paucity of success in generating results and what we believe to be a lack of a clearly articulated vision by management for delivery of the necessary organic growth, we ask that you, the board of directors, immediately implement appropriate strategic initiatives. Specifically, we, as a substantial holder of Angelica stock, demand that the Company engage a nationally recognized investment banking firm to explore all strategic alternatives to increase shareholder value, including, but not limited to, the sale of the Company, sales of assets, or another extraordinary transaction, and that the board of directors publicly identify the investment banking firm and its mandate. Please also be on notice that we may have no recourse but to nominate a slate of directors for election at the upcoming annual shareholders’ meeting.
 
We look forward to your full cooperation in effecting the best outcome for shareholders.
 
Sincerely,
       
/s/ Thomas R. Hudson Jr.
   

Thomas R. Hudson Jr.
Manager
   
 

1 Through June 28, 2007.
 

 
EX-4 3 v079893_ex4.htm
Exhibit 4

JOLLY ROGER FUND LP
200 Connecticut Avenue
4th Floor
Norwalk, CT 06854
 
July 2, 2007

VIA HAND DELIVERY & FACSIMILE (314-854-3949)

Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri  63017-3406
Attn: Steven L. Frey, Corporate Secretary

 
RE:
Shareholder Notice Pursuant to Rule 14a-8

Ladies and Gentlemen:

Pursuant to rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”) and in accordance with the definitive proxy statement of Angelica Corporation (the “Company”) released on or about October 6, 2006 to shareholders in connection with its 2006 Annual Meeting of Shareholders, Jolly Roger Fund LP, a Delaware limited partnership (the “Fund”), hereby submits this written notice (this “Notice”) to the Company of its desire to have the shareholder proposal (the “Proposal”) together with the supporting statement (the “Supporting Statement”) attached hereto in Annex A included in the Company’s proxy statement in connection with its 2007 annual meeting of shareholders (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof) (the “Annual Meeting”). In accordance with Rule 14a-8 the undersigned representative of the Fund hereby represents that (i) the Fund is record and beneficial holder of at least $2,000 in market value of the Company’s shares of Common Stock (as defined below) and has held such shares for the one-year period prior to the date hereof, and (ii) the Fund intends to hold such shares through the date of the Annual Meeting.

The name and address of the Fund as we believe it to appear in the Company’s stock transfer books is Jolly Roger Fund LP, 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. The Fund is the record and beneficial owner of 100 shares of common stock, $1 par value per share (“Common Stock”), of the Company and the beneficial owner of an additional 148,090 shares of Common Stock (such 148,190 shares representing approximately 1.55% of the outstanding shares of Common Stock). Pirate Capital LLC (“Pirate Capital”), whose principal business is providing investment management services, is the general partner of the Fund. The undersigned, Thomas R. Hudson Jr., is the Manager of Pirate Capital. Pirate Capital is also the investment adviser to Jolly Roger Offshore Fund LTD, an investment fund (collectively with the Fund, the “Funds”), which is the beneficial owner of 786,957 shares of Common Stock (approximately 8.21% of the outstanding shares). Mr. Hudson is also a director of Jolly Roger Offshore Fund LTD. Pirate Capital and Mr. Hudson, as the Manager of Pirate Capital, may be deemed to be the beneficial owners of the 935,147 shares of Common Stock (approximately 9.75% of the outstanding shares) that are directly owned by the Funds. In addition to the Fund’s record and beneficial ownership of shares of Common Stock sufficient to satisfy the requirements of Rule 14a-8(b)(2), additional documentary support for the Fund’s claim of beneficial ownership is set forth in Annex B attached hereto.

The Proposal and the Supporting Statement relate to the Fund’s desire to have the Board of Directors of the Company hire a nationally recognized investment banking firm to consider strategic alternatives that will enhance shareholder value. The Supporting Statement describes the Fund’s reasons for making the Proposal at the Annual Meeting. The Fund has no interest in the Proposal to be brought before the Annual Meeting other than the interest it shares in common with all other owners of Common Stock, namely, its participation through its shares of Common Stock in the creation of shareholder value. A representative of the Fund intends to appear in person at the Annual Meeting to make the Proposal.

The information included in this Notice and in the annexes attached hereto represents the Fund’s best knowledge as of the date hereof. The Fund reserves the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although the Fund does not commit to update any information which may change from and after the date hereof.
 


If the Company believes that this Notice for any reason is defective in any respect, the Fund requests that you so notify it on or prior to 10:00 a.m. (EST) on July 16, 2007 by contacting our legal counsel, Frank E. Lawatsch, Jr. ((212) 297-5830), or Todd B. Zarin ((212) 297-2473), of Day Pitney LLP, 7 Times Square, New York, New York 10036-7311. Please be advised that neither the delivery of this Notice nor the delivery of additional information, if any, provided by or on behalf of the Fund or any of its affiliates to the Company from and after the date hereof shall be deemed to constitute an admission by the Fund or any of its affiliates that this Notice or any such information is required or is in any way defective or as to the legality or enforceability of any matter or a waiver by the Fund or any of its affiliates of its right to, in any way, contest or challenge any such matter.

Please direct any questions regarding the information contained in this Notice to our legal counsel, Frank E. Lawatsch, Jr., ((212) 297-5830), or Todd B. Zarin ((212) 297-2473), of Day Pitney LLP, 7 Times Square, New York, New York 10036-7311.
     
  Very truly yours,
   
 
JOLLY ROGER FUND LP
   
 
By:  Pirate Capital LLC, its General Partner
 
 
 
 
 
 
By:   /s/ Thomas R. Hudson Jr.
 
Name:
Title: Manager
   
Cc:
Frank E. Lawatsch, Jr., Esq.
Todd B. Zarin, Esq.
 
 
 

 
 
Annex A

Proposal Regarding Increasing Shareholder Value through Alternatives Outside the Ordinary Course of Business and Supporting Statement

RESOLVED, that the shareholders of Angelica Corporation recommend that the Board of Directors immediately engage a nationally recognized investment banking firm to explore all strategic alternatives (outside of the ordinary course of business) to increase shareholder value, including, but not limited to, the sale of Angelica Corporation, sales of assets or another extraordinary transaction.

Supporting Statement

Pirate Capital LLC, as the investment advisor to a number of funds, is one of the largest beneficial owners (according to its public filings) of Angelica Corporation ("AGL" or the “Company”) and has been a long-term investor in AGL. We provide this supporting statement to encourage our fellow shareholders to vote FOR the proposal regarding increasing shareholder value by consideration of a sale of the Company, sales of assets, or another extraordinary transaction and to thereby recommend that the Board and management of AGL take immediate steps, which we believe would unlock long-term shareholder value, by retaining a nationally recognized investment banking firm to explore extraordinary strategic alternatives, such as a sale of the Company, sales of assets or another extraordinary transaction.

We believe that hiring a nationally recognized investment banking firm will cause the Board and management to focus on opportunities outside the ordinary course of business that will enhance shareholder value. We continue to be impressed by the current market for mergers and acquisitions and the appetite of private equity firms. We believe that a sale process for AGL could draw interest from well capitalized strategic parties or financial buyers who are willing to pay a meaningful premium for a quality business with positive cash flows. We believe this is a good time for a transaction because the debt markets continue to support mergers and acquisitions activity.

PLEASE VOTE “FOR” THE PROPOSAL TO SEEK ALTERNATIVES OUTSIDE THE ORDINARY COURSE OF BUSINESS TO INCREASE SHAREHOLDER VALUE.
 
[319 words]
 
 
 

 
EX-5 4 v079893_ex5.htm
Exhibit 5

JOLLY ROGER FUND LP
4th Floor
200 Connecticut Avenue
Norwalk, CT 06854
 
July 2, 2007

VIA HAND DELIVERY & FACSIMILE (314-854-3949)

Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri  63017-3406
Attn: Steven L. Frey, Corporate Secretary

Re:
DEMAND FOR RIGHT TO INSPECT BOOKS AND RECORDS
PURSUANT TO SECTION 351.215 OF THE MISSOURI REVISED STATUTES AND MISSOURI COMMON LAW

Ladies and Gentleman:

Jolly Roger Fund LP, an investment fund (the "JR Fund"), is the record owner of 100 shares of common stock, $0.01 par value per share ("Common Stock"), of Angelica Corporation (the "Company") and the beneficial owner of an additional 148,090 shares of Common Stock. The JR Fund has held such 100 shares for more than six months immediately preceding the date hereof. Pirate Capital LLC ("Pirate Capital"), whose principal business is providing investment management services, is the general partner of the JR Fund. Thomas R. Hudson Jr. is the Manager of Pirate Capital. Pirate Capital is also the investment adviser to Jolly Roger Offshore Fund LTD, an investment fund (collectively with the JR Fund, the "Funds"), which is the beneficial owner of 786,957 shares of Common Stock. Mr. Hudson is also a director of Jolly Roger Offshore Fund LTD. Pirate Capital and Mr. Hudson, as the Manager of Pirate Capital, may be deemed to be the beneficial owners of the 935,147 shares of Common Stock (approximately 9.75% of outstanding shares) that are collectively owned by the Funds. The name and address of the JR Fund as we believe it to appear in the Company’s stock transfer books is Jolly Roger Fund LP, 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. This is also the business address of Pirate Capital and of the Funds (c/o Pirate Capital).

Pursuant to Section 351.215 of the Missouri Revised Statutes ("RSMo") and Missouri common law, as the record and beneficial owner of the shares of Common Stock stated above, the JR Fund hereby demands that it and its attorneys and agents be given, during regular business hours, the opportunity to inspect, make abstracts from and copy the following books, records and documents of the Company:

(a) A complete record or list of the shareholders of the Company, certified by the Company's transfer agent(s) and/or registrar(s), setting forth the name and address of, and the number, series and class of shares of stock of the Company held by, each shareholder as of the date hereof, and as of any record date established or to be established for the 2007 Annual Meeting of Shareholders of the Company, including any adjournments, postponements, reschedulings or continuations thereof or any special meeting that may be called in lieu thereof (the "Annual Meeting");

(b) Relating to the list of shareholders and all other information referred to in paragraph (a), a magnetic computer tape or other electronic storage medium containing such electronically stored information in the same format the Company uses to communicate with its shareholders, the computer processing data necessary for the JR Fund to make use of such electronically stored information on magnetic computer tape or other electronic storage medium and a hard copy printout of such electronically stored information in order of descending balance for verification purposes;

(c) All daily transfer sheets showing changes in the names and addresses of the Company's shareholders and the number, series or class of shares of stock of the Company held by the Company's shareholders that are in or come into the possession of the Company or its transfer agent(s), or that can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trusts or their nominees from the date of the shareholder list referred to in paragraph (a);

(d) Any stop transfer lists or stop lists relating to any shares of stock of the Company and any additions, deletions, changes or corrections made thereto;
 


(e) All information in or that comes into the Company's or its transfer agent(s)' or registrar(s)' possession or control or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trusts or their nominees relating to the names and addresses of and number, series and class of shares of stock of the Company held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including respondent bank lists, and all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(f) All information in or that comes into the Company's possession or that can reasonably be obtained from brokers, dealers, banks, clearing agencies,
voting trusts or their nominees relating to the names of the non-objecting beneficial owners of the stock of the Company pursuant to Rule 14b-1 or Rule 14b-2 under the Exchange Act, on magnetic computer tape or other electronic storage medium, such computer processing data as is necessary for the JR Fund to make use of such electronically stored information on magnetic computer tape or other electronic storage medium, and a hard copy printout of such electronically stored information in order of descending balance for verification purposes. If such information is not in the Company's possession, custody or control, such information should be requested from Automatic Data Processing - Investor Communications Services;

(g) All lists on computer tapes or other electronic storage medium and the relevant processing data and printouts (as described in paragraph (b) above) containing the name and address of and number, series and class of shares of stock of the Company attributable to any participant in any employee stock ownership plan, employee stock purchase plan or other employee compensation or benefit plan of the Company in which the decision to vote shares of stock of the Company held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan and the method(s) by which the JR Fund or its agents may communicate with each such participant, as well as the name, affiliation and telephone number of the trustee or administrator of each such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for which either the trustee or administrator does not receive instructions or shares that are outstanding in the plan but are unallocated to any participant;

(h) The Company's by-laws and all amendments currently in effect;

(i) All proposals and nominees for directors that the Company will include in its proxy statement or otherwise plans to present to shareholders at the Annual Meeting; and

(j) A description of any plan the Company has adopted or is presently considering to furnish proxy materials in connection with the 2007 Annual Meeting of Shareholders to shareholders by posting them to an Internet website.

The JR Fund demands that all changes, modifications, additions or deletions to any and all information referred to above be immediately furnished as such modifications, additions or deletions become available to the Company or its agents or representatives.

The JR Fund will bear the reasonable costs incurred by the Company including those of its transfer agent(s) or registrar(s) in connection with the production, reproduction and transmission of the information demanded.

The purpose of this demand is to enable the JR Fund and its affiliates to communicate with the Company's shareholders on matters relating to their interests as shareholders or beneficial owners, including without limitation, matters relating to the shareholder proposal set forth in the JR Fund's notice to the Company of even date herewith and, possibly, to facilitate and support a proxy solicitation of the Company's shareholders to elect one or more members of the board of directors of the Company, including the undersigned, which the JR Fund is contemplating but has not decided upon.

The JR Fund hereby designates and authorizes Joseph S. von Kaenel, Edwin L. Noel, and F. Scott Galt of Armstrong Teasdale LLP, and Frank E. Lawatsch, Jr., Todd B. Zarin and M. Alexander Bowie, II of Day Pitney LLP, and any other persons designated by any of the foregoing or by the JR Fund, acting singularly or in any combination, to conduct the inspection and copying herein requested. It is requested that the information identified above be made available to the designated parties no later than July 16, 2007.
 

 
Please advise the JR Fund's counsel, Joseph S. von Kaenel and Edwin L. Noel of Armstrong Teasdale LLP, at 314-342-8067 and 314-342-8065, respectively, and Frank E. Lawatsch, Jr. of Day Pitney LLP, at (212) 297-5830, as promptly as practicable, when and where the items requested above will be made available to the JR Fund. If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the JR Fund immediately in writing, with copies to Joseph S. von Kaenel
(jvonkaenel@armstrongteasdale.com) and Edwin L. Noel (enoel@armstrongteasdale.com), Armstrong Teasdale LLP, One Metropolitan Square, Suite 2600, St. Louis, Missouri 63102, and Frank E. Lawatsch, Jr. (flawatsch@daypitney.com), Day Pitney LLP, 7 Times Square, New York, New York 10036-7311, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, the JR Fund will assume that the Company agrees that this request complies in all respects with the requirements of the RSMo and all other relevant laws. The JR Fund reserves the right to withdraw or modify this request at any time.
     
 
Very truly yours,
   
 
JOLLY ROGER FUND LP
By: Pirate Capital LLC, its General Partner
 
 
 
 
 
 
By:   /s/ Thomas R. Hudson Jr.
 
Name: Thomas R. Hudson Jr.
Title: Manager
 

 
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