sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
(Amendment No. 11)(1)
ANGELICA CORPORATION
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(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
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(Title of Class of Securities)
034663104
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 2005
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(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 /_/.
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 10 Pages)
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(1) 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 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).
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CUSIP No. 034663104 13D Page 2 of 10 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,847,250
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,847,250
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,847,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 034663104 13D Page 3 of 10 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,847,250
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,847,250
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,847,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 034663104 13D Page 4 of 10 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,847,250
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,847,250
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,847,250
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 034663104 13D Page 5 of 10 Pages
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The following constitutes Amendment No. 11 ("Amendment No. 11") to the
Schedule 13D filed by the undersigned. This Amendment No. 11 amends the Schedule
13D as specifically set forth.
Item 3 is hereby amended and restated to read as follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 1,847,250 Shares of Common Stock
owned by Steel Partners II is $40,852,160, including brokerage commissions. The
Shares of Common Stock owned by Steel Partners II were acquired with partnership
funds.
Item 4 is hereby amended to add the following:
On December 14, 2005, Steel Partners II sent a letter to the Board of
Directors of the Issuer expressing its concern with the Issuer's disappointing
operating performance and aggressive acquisition strategy. Steel Partners II
urged the Board to appoint two of its representatives, John Quicke and James
Henderson, in order to assist the Board to absorb the Issuer's recent
acquisitions and to help guide the implementation of the Issuer's long-term
business plan. Steel Partners II also called upon the Board to implement good
corporate governance practices by taking the following actions:
(1) Destagger the Board of Directors so directors are elected annually;
(2) Amend the bylaws to allow shareholders who own more than 10% of the
Issuer to call special meetings;
(3) Redeem the Issuer's shareholder rights plan; and
(4) Eliminate the supermajority voting requirements in the Issuer's
charter.
Steel Partners II expressed its willingness to enter into an appropriate
standstill agreement simultaneously with the appointment of its representatives
to the Board of Directors. Steel Partners II stated that if the Board does not
implement the corporate governance reforms enumerated in the letter or, in the
alternative, fails to hire an investment banking firm to initiate a process to
seek competitive offers for the Issuer, Steel Partners II would pursue more
aggressive actions to ensure that the Board will enhance shareholder value by
aligning its interests with those of the shareholders. A copy of the letter is
attached as an exhibit hereto and incorporated herein by reference.
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CUSIP No. 034663104 13D Page 6 of 10 Pages
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 9,290,623 Shares outstanding as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended October 29, 2005,
as filed with the Securities and Exchange Commission on December 8, 2005.
As of the close of business on December 13, 2005, Steel Partners II
beneficially owned 1,847,250 Shares, constituting approximately 19.9% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 1,847,250 Shares owned by Steel Partners
II, constituting approximately 19.9% of the Shares outstanding. As the sole
executive officer and managing member of Partners LLC, which in turn is the
general partner of Steel Partners II, Mr. Lichtenstein may be deemed to
beneficially own the 1,847,250 Shares owned by Steel Partners II, constituting
approximately 19.9% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 1,847,250 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares. All
of such Shares were acquired in open-market transactions.
Item 5(c) is hereby amended to add the following:
There have been no transactions by the Reporting Persons in the
Issuer's Common Stock during the past 60 days.
Item 7 is hereby amended to add the following exhibit:
3. Letter from Steel Partners II, L.P. to Angelica Corporation,
dated December 14, 2005.
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CUSIP No. 034663104 13D Page 7 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 14, 2005 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
-------------------------------
Warren G. Lichtenstein
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
-------------------------------
Warren G. Lichtenstein
Managing Member
/s/ Warren G. Lichtenstein
-----------------------------------
WARREN G. LICHTENSTEIN
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CUSIP No. 034663104 13D Page 8 of 10 Pages
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EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and between Steel Partners II, L.P. and --
Warren G. Lichtenstein, dated April 24, 2003 (previously filed).
2. Joint Filing Agreement by and among Steel Partners II, L.P., --
Steel Partners, L.L.C. and Warren G. Lichtenstein, dated
May 25, 2004 (previously filed).
3. Letter from Steel Partners II, L.P. to Angelica Corporation, dated 9 to 10
December 14, 2005.
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CUSIP No. 034663104 13D Page 9 of 10 Pages
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STEEL PARTNERS II, L.P.
590 MADISON AVENUE
32nd FLOOR
NEW YORK, NEW YORK 10022
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TEL: (212) 520-2300
FAX: (212) 520-2301
December 14, 2005
Board of Directors of Angelica Corporation
Attn: Charles W. Mueller
c/o Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017
Members of the Board:
Steel Partners II, L.P. ("Steel") is the largest shareholder of Angelica
Corporation ("Angelica"), owning approximately 19.9% of its outstanding shares.
Steel has become increasingly concerned with Angelica's recent disappointing
operating performance and the effect that higher energy, labor and restructuring
costs have had on Angelica's earnings. Steel believes that Angelica's aggressive
acquisition strategy over the last two years, during which time Angelica has
spent over $100 million on 9 acquisitions, has decreased, not increased,
Angelica's value. These acquisitions, which have been funded primarily by a
substantial increase in borrowings, have not been accretive to earnings and have
substantially weakened Angelica's balance sheet. In looking back at these
acquisitions, one can raise serious questions as to whether Angelica overpaid
for these businesses. What is clear, however, is that Angelica's recent
operating performance is not acceptable and must be improved.
In that regard, Steel feels strongly that Angelica's Board of Directors
would be greatly enhanced by the immediate addition of two Steel
representatives, John Quicke and Jim Henderson. Both have strong operating and
financial credentials, including being members of the Board and running numerous
public and private companies. John was President and Chief Operating Officer of
Sequa Corporation and Jim was President of Aydin Corporation. Steel believes
that both Messrs. Quicke and Henderson can assist the Board with the absorption
of Angelica's recent acquisitions to rationalize potential operating synergies
and other efficiencies and to help guide the implementation of Angelica's
long-term business plan. One thing must be perfectly clear - Angelica must
refrain from any further acquisition activity and use cash flow generated from
operations to reduce debt.
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CUSIP No. 034663104 13D Page 10 of 10 Pages
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We also believe that Angelica's charter and bylaws are not consistent with
the requirements that public companies implement good corporate governance
practices. Steel believes that Angelica should immediately implement a number of
steps to make its Board more accountable to the true owners of Angelica, its
shareholders. In that regard, Steel believes Angelica should take the following
action no later than its next annual meeting of shareholders:
(1) Destagger the Board of Directors so directors are elected annually;
(2) Amend the bylaws to allow shareholders who own more than 10% of
Angelica to call special meetings;
(3) Redeem Angelica's shareholder rights plan; and
(4) Eliminate the supermajority voting requirements in Angelica's charter.
To avoid any concern on the part of Angelica's Board that these corporate
governance changes are motivated by anything other than our belief that the
Board should be accountable to its shareholders and not hide behind restrictions
designated to insulate the Board from its shareholders, Steel would be willing
to enter into an appropriate standstill agreement simultaneously with the
appointment of its representatives to the Board.
Steel believes that prompt action on the Board's part that is responsive to
our concerns will facilitate appropriate shareholder representation on the Board
and ease our concerns about management's ability to implement its business plan.
With these changes, Steel is willing to see if management can transform its
business model to become a marketing/consumer centric company and at the same
time return itself to historic profitability levels. Without such action, Steel
will be forced to pursue more aggressive actions to insure that Angelica's Board
focuses on its primary responsibility to enhance shareholder value by aligning
its interests with those of its shareholders. As an alternative, should the
Board not be willing to take the required actions, we call upon the Board to
engage an investment banker to initiate a process to seek competitive offers for
Angelica and to allow Angelica's shareholders to determine whether resulting
bids adequately reflect full value.
We believe that other shareholders would strongly support the addition of
two Steel directors to the Board and the implementation of our suggested
corporate governance reforms.
We thank you for your prompt and thoughtful consideration. We look forward
to a positive reply. Please call me if you would like to discuss these matters
at 212-520-2320.
Very truly yours,
Steel Partners II, L.P.
By: Steel Partners, LLC
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein
Managing Member