UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
April 4, 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(b)(3) or (4), 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 Section 240.13d-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: 034663104 13D/A Page 2 of 7
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Pirate Capital LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
AF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
0
SHARES -------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,058,697
OWNED BY -------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,058,697
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,058,697
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
11.4%
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(14) TYPE OF REPORTING PERSON*
IA
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CUSIP: 034663104 13D/A Page 3 of 7
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Thomas R. Hudson Jr.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
-----------------------------------------------------------------------
(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
AF
-----------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (7) SOLE VOTING POWER
0
SHARES -------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,058,697
OWNED BY -------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING -------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,058,697
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12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
11.4%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP: 034663104 13D/A Page 4 of 7
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and restated as follows:
The class of equity securities to which this Schedule 13D/A relates is shares of
common stock, par value $1.00, of Angelica Corporation whose principal executive
offices are located at 424 South Woods Mill Road, Chesterfield, Missouri 63017.
Item 2. Identity and Background
Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby
amended and restated as follows:
This is amendment no. 5 to the Schedule 13D filed by Pirate Capital LLC and
Thomas R. Hudson Jr. (together, the "Reporting Persons") on January 5, 2005, and
amended March 17, 2005, July 5, 2005, September 22, 2005 and February 15, 2006.
Pirate Capital LLC is a limited liability company, organized under the laws of
Delaware, whose principal executive office is 200 Connecticut Avenue, 4th Floor,
Norwalk, Connecticut 06854. The principal business of Pirate Capital LLC is
providing investment management services to investment partnerships and other
entities. Thomas R. Hudson Jr. is the sole owner and Managing Member of Pirate
Capital LLC and a citizen of the United States with a principal executive office
of 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. Each of the
Reporting Persons is deemed to be the beneficial owner of an aggregate of
1,058,697 shares of the Common Stock of the Issuer (the "Shares"), which Shares
are owned of record, in part, by each of Jolly Roger Fund LP and Jolly Roger
Offshore Fund LTD (the "Holders"). The Reporting Persons disclaim that they
and/or the Holders are members of a group as defined in Regulation 13D-G.
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. A total of $24,914,877 was paid to acquire the Shares as detailed in
Item 5.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons originally acquired Shares for investment in the ordinary
course of business because they believed that the Shares, when
CUSIP: 034663104 13D/A Page 5 of 7
purchased, were undervalued and represented an attractive investment
opportunity.
The Reporting Persons believe that the Board of Directors of the Issuer (the
"Board") has overseen the destruction of significant shareholder value over the
last year by supporting an aggressive acquisition strategy without adequate
regard for the commodity risk associated with the business. Furthermore, the
Reporting Persons believe that recent measures taken by the Board, including
eliminating the right of holders of at least 50% of the Issuer's outstanding
shares to call a special meeting, and allowing directors appointed by the Board
to avoid having to stand for election by shareholders at the next annual
meeting, are contrary to the best interests of shareholders. The Reporting
Persons believe that all directors should be elected annually, rather than
serving staggered terms, and that shareholders should have the ability to call a
special meeting.
The Reporting Persons are aware of the recent public filings by Steel Partners
II, L.P. ("Steel") with respect to the Issuer. Steel has indicated its intent to
nominate two representatives to the Board and put forth certain corporate
governance proposals at the Issuer's 2006 annual meeting of shareholders. The
Reporting Persons encourage the Issuer to actively pursue discussions with
Steel. The Reporting Persons believe that the Board has exercised poor judgment
by disenfranchising the owners of the company and taking further measures to
entrench itself in reaction to the efforts of the Issuer's largest shareholder
to nominate two candidates who appear to have significant operational expertise.
The Reporting Persons urge the Board to implement the governance reforms
proposed by Steel and take immediate steps to avoid a costly and distracting
proxy contest.
Except as set forth herein or as would occur upon completion of any of the
actions discussed herein, the Reporting Persons have no present plan or proposal
that would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and may engage in discussions
with management, the Board, other shareholders of the Issuer and other relevant
parties concerning the business, operations, board composition, management,
strategy and future plans of the Issuer. Depending on various factors including,
without limitation, the Issuer's financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Board, price levels of the Shares, other investment opportunities available to
the Reporting Persons, conditions in the securities market and general economic
and industry conditions, the Reporting Persons may in the future take such
actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional Shares or selling some or
all of their Shares, engaging in short selling of or any hedging or similar
transactions with respect to the Shares and/or otherwise changing their
intention with respect to any and all matters referred to in Item 4 of Schedule
13D.
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:
CUSIP: 034663104 13D/A Page 6 of 7
(a) and (b). By virtue of its position as general partner of Jolly Roger Fund
LP, Pirate Capital LLC has the power to vote or direct the voting, and to
dispose or direct the disposition, of all of the Shares owned by Jolly Roger
Fund LP. By virtue of an agreement between it and Jolly Roger Offshore Fund LTD,
Pirate Capital LLC has the power to vote or direct the voting, and to dispose or
direct the disposition, of all of the Shares owned by Jolly Roger Offshore Fund
LTD. By virtue of his position as sole Managing Member of Pirate Capital LLC,
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 LLC has
voting power or dispositive power.
Based on the foregoing, Pirate Capital LLC and Thomas R. Hudson Jr. have shared
voting and shared dispositive power with respect to all 1,058,697 of the Shares,
constituting approximately 11.4% of the Shares outstanding.
The aggregate percentage of Shares reported to be beneficially owned by the
Reporting Persons is based upon 9,290,623 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended October 29, 2005.
(c) All of the Shares were purchased by the Holders in open market transactions.
The following transactions in the Shares were effected by the Reporting Persons
since the most recent filing on Schedule 13D:
JOLLY ROGER OFFSHORE FUND LTD
Trade Date Number of Shares Purchased Price
2006-02-16 2,600.00 18.48
2006-02-17 10,100.00 18.25
2006-02-21 2,900.00 18.35
2006-02-22 18,400.00 18.98
2006-02-24 49,000.00* 19.29
2006-02-24 1,400.00 19.23
2006-02-27 16,800.00 19.72
2006-02-28 3,800.00 19.99
2006-03-15 5,100.00 20.35
2006-03-31 1,000.00 20.29
2006-04-03 8,097.00 20.24
*Transferred from Mint Master Fund, Ltd. pursuant to an internal portfolio
reallocation.
CUSIP: 034663104 13D/A Page 7 of 7
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: April 4, 2006
Pirate Capital LLC
/S/ THOMAS R. HUDSON JR.
--------------------------
By: Thomas R. Hudson Jr.
Managing Member
/S/ THOMAS R. HUDSON JR.
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Thomas R. Hudson Jr.