angelica8k.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): May 22,
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
1.01 Entry into a Material Definitive Agreement
Merger
Agreement
Before
the opening of trading on May 23, 2008, Angelica Corporation (the "Company")
issued a press release announcing that it had entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Clothesline Holdings, Inc. ("Parent")
and Clothesline Acquisition Corporation, a wholly-owned subsidiary of Parent
("Merger Sub"), pursuant to which Merger Sub will merge with and into the
Company (the "Merger"), with the Company continuing as the surviving
corporation. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Pursuant
to the Merger Agreement, at the effective time of the Merger, each outstanding
share of common stock, par value $1.00 per share, of the Company (the "Shares"),
other than any shares owned by the Company or by any of its subsidiaries and any
shares owned by Parent or Merger Sub or any shares owned by any shareholders who
are entitled to and who properly exercise dissenters' rights under Missouri law,
will be converted into the right to receive $22.00 in cash, without interest and
subject to applicable tax withholding.
Consummation
of the Merger is subject to customary conditions, including (i) approval of the
Merger Agreement by the Company’s shareholders in accordance with Missouri law,
(ii) absence of any law or order prohibiting the closing, (iii) expiration or
termination of the Hart-Scott-Rodino waiting period, (iv) subject to certain
exceptions, the accuracy of the representations and warranties, (v) material
compliance of the other party with its covenants and (vi) satisfaction of
the conditions set forth in the Parent’s financing commitment letters. The
Company, Parent and Merger Sub have each agreed, subject to certain limitations,
to use their commercially reasonable efforts to take actions required in
connection with obtaining such approvals.
The
Merger Agreement also requires that the Company use commercially reasonable
efforts to cancel all outstanding options to purchase Company
stock. To that end, the Company plans to conduct an issuer tender
offer in order to solicit current holders of Company stock options to tender
such options for cash consideration. The Merger Agreement also
requires the Company obtain the optionees’ consent to the termination of the
existing equity plans that provide for the issuance of capital stock and for the
Company to ensure that the surviving corporation is not bound by any plans that
provide any interest in capital stock or continuing rights to acquire, hold or
transfer any capital stock of the Company or its subsidiaries.
The
Merger Agreement contains certain termination rights for both the Company and
Parent, and further provides that, upon termination of the Merger Agreement
under specified circumstances (including entering into a definitive agreement
with a third party for a superior offer), the Company may be required to pay
Parent a termination fee of $9 million. In addition, in other circumstances,
including a failed shareholder vote, the Company may be required to pay Parent a
"no vote" termination fee of $3.5 million (plus reimbursement of expenses up to
$1 million). The Merger Agreement also provides that in certain
circumstances Parent may be required to pay the Company a "reverse" termination
fee of $9 million or a "no financing" termination fee of $3.5 million (plus
reimbursement of expenses up to $500,000).
A copy of
the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated herein
by reference. The foregoing description of the Merger Agreement is qualified in
its entirety by reference to the full text of the Merger Agreement.
The
Merger Agreement has been included to provide investors and security holders
with information regarding the terms of the Merger. It is not intended to
provide any other factual information about the Company. The representations,
warranties and covenants contained in the Merger Agreement, which were made only
for purposes of that agreement and as of specific dates, were solely for the
benefit
of the
parties to the Merger Agreement, were intended to allocate risk among parties
and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company,
Parent or Merger Sub or any of their respective subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Company’s public
disclosures.
Guarantee
Letter
In support of Parent's obligation to
pay the "reverse" termination fee, the "no financing" termination fee and costs
of collection thereof provided for in the Merger Agreement (as summarized
above), Lehman Brothers Merchant Banking Partners IV L.P. has provided a
guarantee (the "Guarantee Letter") to the Company whereby it is
guaranteeing payment to the Company of the "reverse" termination fee, the "no
financing" termination fee and costs of collection thereof up to an aggregate
maximum of $10 million.
A copy of
the Guarantee Letter is attached hereto as Exhibit 10.1 and incorporated herein
by reference. The foregoing description of the Guarantee Letter is qualified in
its entirety by reference to the full text of the Guarantee Letter.
Rights
Plan
On May 22, 2008 the Board of
Directors of the Company approved an amendment ("Amendment No. 3") to its Rights
Agreement, dated as of August 27, 1998, as amended, (the "Rights Agreement")
with Computershare Trust Company, N.A.
The
Amendment No. 3 provides that, among other things, neither the execution of
the Merger Agreement, the related Voting Agreement entered into among Parent and
Steel Partners II, L.P., nor the consummation of the Merger or the other
transactions contemplated by the Merger Agreement or the Voting Agreement will
trigger the separation or exercise of the stockholder rights or any adverse
event under the Rights Agreement.
This summary is qualified in its
entirety by Amendment No. 3 to the Rights Agreement, which is attached hereto as
Exhibit 4.1 to this Form 8-K and incorporated by reference herein.
Item 3.03
Material Modification To Rights Of Security Holders
The description of Amendment No. 3 to
the Rights Agreement set forth above in Item 1.01 is incorporated by reference
into this Item 3.03.
Item
8.01 Other Events
PROXY
STATEMENT
IN
CONNECTION WITH THE PROPOSED TRANSACTIONS, THE COMPANY INTENDS TO FILE RELEVANT
MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION
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
THE
ISSUER TENDER OFFER DESCRIBED ABOVE 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.
DIVIDEND
DECLARED
On May 23, 2008, the Company issued a press release announcing that
the Board of Directors declared a quarterly dividend of $0.11 per share. The
dividend is payable on July 3, 2008, to shareholders of record as of June 24,
2008.
The full text of the Company's press release dated May 23, 2008,
issued in connection with the announcement, is attached as Exhibit 99.2 and is
furnished herewith.
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Item
9.01
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Financial Statements and
Exhibits.
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Agreement and
Plan of Merger, dated as of May 22,
2008, by and among Angelica Corporation,
Clothesline Holdings, Inc. and Clothesline Acquisition
Corporation.
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4.1
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Form
of Amendment No. 3 to Rights Agreement, dated May 22, 2008 by and between
Angelica Corporation and Computershare Trust Company,
N.A.
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10.1
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Guarantee
Letter, dated as of May 22, 2008, from Lehman Brothers Merchant Banking
Partners IV L.P. in favor of Angelica
Corporation
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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.
ANGELICA
CORPORATION
Dated:
May 23,
2008 /s/ Steven L.
Frey
Steven L.
Frey
Vice
President, General Counsel and Secretary
EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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2.1
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Agreement and
Plan of Merger, dated as of May 22,
2008, by and among Angelica Corporation.,
Clothesline Holdings, Inc. and Clothesline Acquisition
Corporation.
|
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4.1
|
Form
of Amendment No. 3 to Rights Agreement, dated May 22, 2008 by and between
Angelica Corporation and Computershare Trust Company,
N.A.
|
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10.1
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Guarantee
Letter, dated as of May 22, 2008, from Lehman Brothers Merchant Banking
Partners IV L.P. in favor of Angelica
Corporation
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