-----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, EOOcKJKLiYryMffA9MsywMP3QeQOreChfYpJblrkUk9Sxx/YVTLyVMdUbxI5akL0 I5YJWHMqBsjftRBTBHx1VQ== 0001068800-07-001444.txt : 20070924 0001068800-07-001444.hdr.sgml : 20070924 20070924161342 ACCESSION NUMBER: 0001068800-07-001444 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070918 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070924 DATE AS OF CHANGE: 20070924 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05674 FILM NUMBER: 071131694 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 8-K 1 ang8k.htm ANGELICA FORM 8K ang8k.htm
 

 


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  September 18, 2007

Angelica Corporation
(Exact name of registrant as specified in its charter)

Missouri
(State or other jurisdiction of
incorporation)
1-5674
 (Commission
File Number)
43-0905260
(I.R.S. Employer
Identification No.)

424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
(Address of principal executive office)(Zip Code)

(314) 854-3800
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 


Item 7.01    Regulation FD Disclosure.

Angelica Corporation issued a press release on September 19, 2007 announcing the following items:

·  
Pursuant to its July 17, 2007 engagement of Morgan Joseph & Co., Inc. to explore strategic alternatives, Morgan Joseph has been authorized to pursue a possible sale of the Company.

·  
In connection with an agreement with Steel Partners entered into as of August 30, 2006 to settle a proxy contest for the 2006 annual meeting, Angelica’s Board of Directors reevaluated separation of the role of the Chairman of the Board and Chief Executive Officer.  As a result, the Board elected Ronald J. Kruszewski as non-executive Chairman of the Board, and John J. Quicke, a representative of Steel Partners, as Vice Chairman of the Board.   Stephen M. O’Hara continues as President and Chief Executive Officer.

A copy of the press release is attached as Exhibit 99.1

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, unless the Company specifically incorporates either the Current Report or the exhibit by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.  By furnishing this information on Form 8-K, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.


Item 9.01    Financial Statements and Exhibits.

(d)           Exhibits

 
99.1
Press release of Angelica Corporation dated September 19, 2007

*********



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

  ANGELICA CORPORATION  
     
     
Dated: September 24, 2007
/s/ Steven L. Frey
 
 
Steven L. Frey
  
Vice President, General Counsel and Secretary

 

EXHIBIT INDEX


Exhibit No.
Description
   
99.1
Press release of Angelica Corporation dated September 19, 2007
   

EX-99.1 CHARTER 2 ex99p1.htm EXHIBIT 99.1 ex99p1.htm

News Release
 
FOR IMMEDIATE RELEASE
ST. LOUIS, MISSOURI
SEPTEMBER 19, 2007


Angelica Board Authorizes Morgan Joseph to Pursue Possible Sale


ST. LOUIS, Missouri (September 19, 2007) — Angelica Corporation (NYSE: AGL), announced today that, pursuant to its July 17, 2007 engagement of Morgan Joseph & Co., Inc. to explore strategic alternatives, Morgan Joseph has been authorized to pursue a possible sale of the Company. Morgan Joseph will be soliciting indications of interest from both strategic and financial buyers.

Furthermore, in connection with an agreement with Steel Partners entered into as of August 30, 2006 to settle a proxy contest for the 2006 annual meeting, Angelica’s Board reevaluated separation of the role of the Chairman of the Board and Chief Executive Officer.  As a result, the Board elected Ronald J.  Kruszewski, currently Chairman of Stifel Financial Corp (NYSE:SF), as non-executive Chairman of the Board and John J. Quicke, a representative of Steel Partners, as Vice Chairman of the Board.  Steve O’Hara continues as President and Chief Executive Officer.

Angelica Corporation, traded on the New York Stock Exchange under the symbol AGL, is a leading provider of textile rental and linen management services to the U.S. healthcare market. More information about Angelica is available on its website, www.angelica.com.

Forward-Looking Statements
Any forward-looking statements made in this document reflect the Company’s current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions in the Private Securities Litigation Reform Act of 1995.  Such statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those set forth in these statements.  These potential risks and uncertainties include, but are not limited to, competitive and general economic conditions; the ability to retain current customers and to add new customers in competitive market environments; competitive pricing in the marketplace; delays in the shipment of orders; availability of labor at appropriate rates; availability and cost of energy and water supplies; the cost of workers’ compensation and healthcare benefits; the ability to attract and retain key personnel; the ability of the Company to recover its seller note and avoid future lease obligations as part of its sale of Life Uniform; the ability of the Company to accomplish its strategy of redirecting its resources to its healthcare linen management business  in a timely and


financially advantageous manner; unusual or unexpected cash needs for operations or capital transactions; the effectiveness the Company’s recently announced initiatives to reduce key operating costs as a percentage of revenues; the ability to obtain financing in required amounts and at appropriate rates and terms; the ability to identify, negotiate, fund consummate and integrate acquisitions; the ability to identify qualified acquirors, and to negotiate and consummate a transaction for the sale of the Company; and other factors which may be identified in the Company’s filings with the Securities and Exchange Commission.

For additional information contact:

STEVE O’HARA
PETER LAFLECHE
PRESIDENT & CHIEF EXECUTIVE OFFICER
MORGAN JOSEPH & CO., INC.
ANGELICA CORPORATION
(212) 218-3761
TELE: (314) 854-3800
 

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