UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
May 12, 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(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.
*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
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Pirate Capital LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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
1,167,147
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,167,147
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14 TYPE OF REPORTING PERSON
IA
CUSIP: 034663104
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Thomas R. Hudson Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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
1,167,147
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,167,147
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14 TYPE OF REPORTING PERSON
IN
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,
$1.00 par value (the "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 and
Amendment No. 5 on April 4, 2006, is hereby amended by this Amendment No. 6 to
the Schedule 13D.
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 approximately $27,088,386 was paid to acquire such Shares.
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and
restated as follows:
(a) The Reporting Persons beneficially own 1,167,147 Shares, constituting
approximately 12.4% of the Shares outstanding.
The aggregate percentage of Shares reported to be beneficially owned by
the Reporting Persons is based upon 9,409,203 Shares outstanding, which is the
total number of Shares outstanding as reported in the Issuer's Annual Report on
Form 10-K for the year ended January 28, 2006.
(b) By virtue of its position as general partner of Jolly Roger Fund LP,
Pirate Capital has the power to vote or direct the voting, and to dispose or
direct the disposition, of all of the 148,190 Shares held by Jolly Roger Fund
LP. By virtue of an agreement with Jolly Roger Offshore Fund LTD, Pirate Capital
has the power to vote or direct the voting, and to dispose or direct the
disposition, of all of the 1,018,957 Shares held by Jolly Roger Offshore Fund
LTD. By virtue of his position as sole Managing Member of Pirate Capital, Thomas
R. Hudson Jr. is deemed to have shared voting power and shared dispositive power
with respect to all Shares as to which Pirate Capital has voting power or
dispositive power. Accordingly, Pirate Capital and Thomas R. Hudson Jr. are
deemed to have shared voting and shared dispositive power with respect to an
aggregate of 1,167,147 Shares.
(c) The following transactions in the Shares were effected by the
Reporting Persons since the last filing of this Schedule 13D, each of which was
effected on the open market.
Jolly Roger Offshore Fund LTD
Trade Date Shares Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
4/13/2006 3,700 20.33
4/25/2006 1,500 20.00
4/27/2006 4,906 20.05
5/01/2006 11,300 19.99
5/03/2006 13,200 20.12
5/05/2006 12,000 20.15
5/08/2006 2,300 20.13
5/10/2006 3,640 20.29
5/11/2006 25,000 20.21
5/12/2006 17,854 20.04
5/15/2006 7,150 19.26
5/16/2006 5,900 19.24
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: May 17, 2006
Pirate Capital LLC
/s/ Thomas R. Hudson Jr.
------------------------
By: Thomas R. Hudson Jr.
Portfolio Manager
/s/ Thomas R. Hudson Jr.
------------------------
Thomas R. Hudson Jr.