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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): NOVEMBER 30, 2005
ANGELICA CORPORATION
(Exact name of Company as specified in its charter)
MISSOURI 1-5674 43-0905260
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
(314) 854-3800
(Company'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 Company 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 30, 2005, Angelica Corporation (the "Company")
entered into a Second Amended and Restated Loan Agreement with LaSalle Bank
National Association and other third party lenders ("Amended Loan
Agreement"). The Amended Loan Agreement, which expires in 2010, increased
the amount that may be borrowed by the Company under a secured revolving
line of credit to $150 million, a portion of which may be borrowed as
short-term loans as part of a risk-participated swingline facility.
Borrowings under the Amended Loan Agreement will be
secured by a first priority security interest in substantially all existing
and after-acquired assets (both real and personal as necessary to provide
full availability) of the Company and each of its subsidiaries, together
with all products and proceeds therefrom. The Amended Loan Agreement
contains various administrative covenants that are ordinary and customary
for similar credit facilities. The Amended Loan Agreement also includes
financial covenants, including requirements for the Company to comply on a
consolidated basis with a maximum ratio of funded indebtedness to earnings
before interest, taxes, depreciation and amortization (EBITDA), a minimum
fixed charges coverage ratio, a minimum level of net worth, and a minimum
asset coverage ratio.
As of November 30, 2005, the Company had $94,700,000
outstanding under its revolving credit facility. The annual fees and
interest rates to be charged in connection with the credit facility and the
outstanding principal balance are variable based upon the Company's
consolidated leverage ratios.
The foregoing summary is qualified in its entirety by the
Amended Loan Agreement, a copy of which is filed as Exhibit 99 to this
Current Report on Form 8-K.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
See Item 1.01, which is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed as part of this report:
Exhibit Number Description
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99 Second Amended and Restated Loan
Agreement dated November 30, 2005, among
Angelica Corporation, LaSalle Bank
National Association, as Administrative
Agent, and LaSalle and the Other Lenders
listed on the signature page hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 5, 2005
ANGELICA CORPORATION
By: /s/ Steven L. Frey
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Steven L. Frey, Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit Number Description
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99 Second Amended and Restated Loan
Agreement dated November 30, 2005, among
Angelica Corporation, LaSalle Bank
National Association, as Administrative
Agent, and LaSalle and the Other Lenders
listed on the signature page hereto.
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