UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
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)
February 8, 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(b)(3) or (4), check the following box [ ]
*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
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pirate Capital LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 197,190 (See Item 5)
EACH REPORTING ----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
988,500 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 988,500 (See
Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.64%
(See Item 4)
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14 TYPE OF REPORTING PERSON*
IA
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CUSIP: 034663104
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Hudson Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable (See Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
791,310 (See Item 5)
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8 SHARED VOTING POWER
NUMBER OF SHARES 197,190 (See Item 5)
BENEFICIALLY OWNED BY ----------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
988,500 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 988,500
(See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 10.64% (See Item 4)
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D/A relates is shares of
common stock, par value $1.00, of Angelica Corporation whose principal executive
offices are located at 424 South Woods Mill Road, Chesterfield, Missouri 63017.
Item 2. Identity and Background
(a), (b), (c) and (f) This is amendment no. 4 to the Schedule 13D filed by
Pirate Capital LLC and Thomas R. Hudson Jr. on January 5, 2005, and amended
March 17, 2005, July 5, 2005 and September 22, 2005.
Pirate Capital LLC is a limited liability company, organized under the laws
of Delaware, whose principal executive office is 200 Connecticut Avenue,
4th Floor, Norwalk, Connecticut 06854. The principal business of Pirate Capital
LLC is providing investment management services to investment partnerships and
other entities. Thomas R. Hudson Jr. is the sole owner and Managing Member of
Pirate Capital LLC and a citizen of the United States. Each of the aforesaid
reporting persons is deemed to be the beneficial owner of an aggregate of
988,500 shares of the Common Stock of the Issuer (the "Shares"), which Shares
are owned of record, in part, by each of Jolly Roger Fund LP, Jolly Roger
Offshore Fund LTD and Mint Master Fund LTD (the "Holders"). The persons filing
this report disclaim that they and/or the Holders are members of a group as
defined in Regulation 13D-G.
(d) and (e) Within the last five years, neither Pirate Capital LLC nor Thomas R.
Hudson Jr. has been i) convicted in a criminal proceeding, or ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration Funds for the purchase
of the Shares were derived from available capital of the Holders. A total of
$23,884,417 was paid to acquire the Shares as detailed in Item 5.
Item 4. Purpose of Transaction
The securities covered by this Schedule 13D were acquired by each of the Holders
for investment purposes.
Pirate Capital LLC intends to review on a continuing basis the investments by
the Holders in the Issuer on behalf of which it has dispositive power. Based on
such continuing review, and all other factors deemed relevant, Pirate Capital
LLC may exercise its authority on behalf of one or more of the Holders to sell
or seek the sale of all or part of the Shares, or to increase a Holder's
holdings of Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b) By virtue of its position as general partner of Jolly Roger Fund LP
and an agreement between it and the sole owner of Mint Master Fund, LTD, Pirate
Capital LLC has the power to vote or direct the voting, and to dispose or direct
the disposition of, all of the Shares owned by Jolly Roger Fund LP and Mint
Master Fund LTD. By virtue of an agreement between it and Jolly Roger Offshore
Fund LTD Pirate Capital LLC has dispositive power with respect to all of the
Shares owned by Jolly Roger Offshore Fund LTD. By virtue of his position as sole
Managing Member of Jolly Roger Offshore Fund LTD, Thomas R. Hudson Jr. has sole
voting power with respect to the Shares owned by Jolly Roger Offshore Fund LTD.
By virtue of his position as sole Managing Member of Pirate Capital LLC, 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, LLC has voting power or
dispositive power.
Based on the foregoing, Pirate Capital LLC has shared voting power with respect
to 197,190 of the Shares and shared dispositive power with respect to 988,500 of
the Shares; Thomas R. Hudson Jr. has sole voting power with respect to 791,310
of the Shares and shared voting power with respect to 197,190 of the Shares and
shared dispositive power with respect to 988,500 of the Shares.
The aggregate percentage of Shares reported to be beneficially owned by the
Reporting Persons is based upon 9,290,623 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended October 29, 2005.
(b) All of the Shares were purchased by the Holders in open market transactions.
The following sets forth all purchases made by each of the Holders in the last
60 days:
JOLLY ROGER OFFSHORE FUND LTD
Trade Date Number of Shares Price
1/30/06 7,400 16.93
1/31/06 10,000 16.91
2/01/06 400 17.00
2/02/06 38,600 16.93
2/03/06 23,800 16.95
2/06/06 9,200 16.95
2/07/06 3,700 16.92
2/08/06 6,200 16.92
2/09/06 5,800 16.99
2/10/06 4,000 16.99
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
NONE
Signature
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 15, 2006
Pirate Capital LLC
/s/ Thomas R. Hudson Jr.
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By: Thomas R. Hudson Jr.
Portfolio Manager
/s/ Thomas R. Hudson Jr.
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Thomas R. Hudson Jr.