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): June 23,
2008
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)
x 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))
x Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events
PRESS
RELEASE
Angelica
Corporation, a Missouri corporation, (the “Company”), issued a press
release dated June 23, 2008 announcing that it has called a special meeting of
its shareholders to be held at 10:00 a.m., Central time, on Tuesday, July 29,
2008, at the Doubletree Hotel and Conference Center at 16625 Swingley Ridge
Road, Chesterfield, Missouri, 63017. The purpose of the special
meeting is for the Company’s shareholders to consider and vote on the proposal
to adopt the previously disclosed definitive merger agreement between Angelica
and a company formed by Lehman Brothers Merchant Banking Partners IV L.P. to
acquire Angelica for $22.00 per share in cash.
The press
release also announces that shareholders of record as of the close of business
on Monday, June 30, 2008 will be entitled to receive notice of, and to vote at,
the special meeting. The press release announcing the special meeting and
the record date is attached as Exhibit 99.1 to this Current Report on Form
8-K.
PROXY
STATEMENT
IN
CONNECTION WITH THE PROPOSED TRANSACTIONS, THE COMPANY HAS FILED A PRELIMINARY
PROXY STATEMENT AND INTENDS TO FILE RELEVANT MATERIALS WITH THE SECURITIES AND
EXCHANGE COMMISSION (“SEC”), INCLUDING A DEFINITIVE PROXY STATEMENT. BECAUSE
THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION, HOLDERS OF THE COMPANY'S
COMMON STOCK ARE URGED TO READ THEM CAREFULLY, WHEN THEY BECOME AVAILABLE. WHEN
FILED WITH THE SEC, THEY WILL BE AVAILABLE FREE OF CHARGE (ALONG WITH ANY OTHER
DOCUMENTS AND REPORTS FILED WITH THE SEC BY THE COMPANY) AT THE
SEC’S WEBSITE, WWW.SEC.GOV, AND THE COMPANY'S SHAREHOLDERS WILL RECEIVE
INFORMATION AT AN APPROPRIATE TIME ON HOW TO OBTAIN THESE DOCUMENTS AND REPORTS
FREE OF CHARGE FROM THE COMPANY. SUCH DOCUMENTS ARE NOT CURRENTLY AVAILABLE. THE
PROXY STATEMENTS AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED FREE OF CHARGE
FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO: INVESTOR RELATIONS-ANGELICA
CORPORATION, 424 SOUTH WOODS MILL ROAD, CHESTERFIELD, MISSOURI
63017.
THE
COMPANY AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE HOLDERS OF THE COMPANY'S
COMMON STOCK IN CONNECTION WITH THE PROPOSED TRANSACTION. INFORMATION ABOUT THE
COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS AND THEIR OWNERSHIP OF THE COMPANY'S
COMMON STOCK IS SET FORTH IN THE PROXY STATEMENT FOR THE COMPANY'S 2007 ANNUAL
MEETING OF STOCKHOLDERS, WHICH WAS FILED WITH THE SEC ON OCTOBER 14, 2007.
INVESTORS MAY OBTAIN ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH
PARTICIPANTS BY READING THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE.
ISSUER TENDER OFFER
DOCUMENTS
IN
CONNECTION WITH THE MERGER, THE COMPANY WILL ALSO BE CONDUCTING AN ISSUER TENDER
OFFER. THE ISSUER TENDER OFFER HAS NOT YET COMMENCED. AT THE TIME
THE TENDER OFFER HAS COMMENCED, THE COMPANY WILL PROVIDE OPTION
HOLDERS WHO ARE ELIGIBLE TO PARTICIPATE IN THE EXCHANGE WITH WRITTEN MATERIALS
EXPLAINING THE PRECISE TERMS AND TIMING OF THE TENDER OFFER. PERSONS WHO ARE
ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER SHOULD READ THESE WRITTEN
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TENDER OFFER. THE COMPANY WILL ALSO FILE THESE
WRITTEN MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF A
TENDER OFFER STATEMENT UPON THE COMMENCEMENT OF THE TENDER OFFER. THE COMPANY’S
STOCKHOLDERS AND OPTION HOLDERS WILL BE ABLE TO OBTAIN THESE WRITTEN MATERIALS
AND OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION FREE OF CHARGE FROM THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE
AT WWW.SEC.GOV.
Item
9.01 Financial Statements and
Exhibits.
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Exhibit
No.
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Description of
Exhibit
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|
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99.1
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Press
Release, dated June 23, 2008
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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.
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ANGELICA
CORPORATION
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Dated:
June 24, 2008
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/s/ Steven L.
Frey
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Steven
L. Frey
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Vice
President, General Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description of
Exhibit
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|
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99.1
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Press
Release, dated June 23, 2008
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