UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Angelica Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
--------------------------------------------------------------------------------
(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 29, 2008
--------------------------------------------------------------------------------
(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 that is the subject 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. (Continued on following pages)
(Page 1 of 5 Pages)
--------------------------
* 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 NO. 034663104 SCHEDULE 13D PAGE 2 OF 5 PAGES
------------------------------ ---------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PIRATE CAPITAL LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 27
OWNED BY
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
27
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
27
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ ---------------------
CUSIP NO. 034663104 SCHEDULE 13D PAGE 3 OF 5 PAGES
------------------------------ ---------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS R. HUDSON JR.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 27
OWNED BY
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
27
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
27
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ ---------------------
CUSIP NO. 034663104 SCHEDULE 13D PAGE 4 OF 5 PAGES
------------------------------ ---------------------
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 ("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, Amendment No.
5 on April 4, 2006, Amendment No. 6 on May 17, 2006, Amendment No. 7 on
September 5, 2006, Amendment No. 8 on May 25, 2007, Amendment No. 9 on July 2,
2007, Amendment No. 10 on July 9, 2007, Amendment No. 11 on July 12, 2007,
Amendment No. 12 on July 18, 2007, Amendment No. 13 on August 31, 2007, and
Amendment No. 14 on September 25, 2007, is hereby amended by this Amendment No.
15 to the Schedule 13D. The principal executive office of the Issuer is located
at 424 S Woods Mill Road, Chesterfield, MO 63017.
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 (as defined below). A total of approximately $641.25 was paid to acquire
such Shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On or about February 29, 2008, the Jolly Roger Activist Fund LP and the Jolly
Roger Activist Fund LTD (together, the "Funds") made distributions to investors
in the Funds of their pro rata whole Share ownership through the Funds of an
aggregate of 786,930 Shares.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Paragraphs (a), (b), (c) and (e) of Item 5 of the Schedule 13D are hereby
amended and restated as follows:
(a) The Reporting Persons beneficially own 27 Shares, constituting
approximately 0% of the Shares outstanding.
The aggregate percentage of Shares reported to be beneficially owned by the
Reporting Persons is based upon 9,770,291 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q for the period ended October 27, 2007.
(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 0 Shares held by Jolly Roger Fund LP. By
virtue of an agreement with Jolly Roger Activist Portfolio Company LTD (together
with Jolly Roger Fund LP, the "Holders"), Pirate Capital has the power to vote
or direct the voting, and to dispose or direct the disposition, of all of the 27
Shares held by Jolly Roger Activist Portfolio Company LTD. By virtue of his
position as sole Manager 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 power
and shared dispositive power with respect to an aggregate of 27 Shares.
(c) The following transactions in the Shares were effected by the
Reporting Persons during the last 60 days. All of the Shares were sold in the
open market (see also Item 4).
Jolly Roger Fund LTD
Trade Date Shares Purchased (Sold) Price per Share ($)
---------- ---------------- -------------------
3/03/2008 (36,572) 16.02
3/04/2008 (111,618) 15.57
Pirate GP LLC*
Trade Date Shares Purchased (Sold) Price per Share ($)
---------- ---------------- -------------------
3/05/2008 (9,629) 16.33
Thomas R. Hudson Jr.*
Trade Date Shares Purchased (Sold) Price per Share ($)
---------- ---------------- -------------------
3/05/2008 (14,347) 16.14
* Had received Shares in the distribution described in Item 4.
See also Item 4.
(e) February 29, 2008
--------------------------- --------------------
CUSIP NO. 034663104 SCHEDULE 13D PAGE 5 OF 5 PAGES
--------------------------- --------------------
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Exhibit 1 - Joint Filing Agreement (previously filed)
Exhibit 2 - Settlement Agreement with the Issuer, dated August 30, 2006
(previously filed)
Exhibit 3 - Letter to the Board of Directors, dated July 2, 2007 (previously
filed)
Exhibit 4 - Shareholder Proposal Notification Letter, dated July 2, 2007
(previously filed)
Exhibit 5 - Books and Records Demand Letter, dated July 2, 2007 (previously
filed)
Exhibit 6 - Letter to the Board of Directors, dated July 9, 2007 (previously
filed)
Exhibit 7- Letter to the Board of Directors, dated July 12, 2007 (previously
filed) Exhibit 8- Letter to the Board of Directors, dated July 18, 2007
(previously filed)
Exhibit 9 - Nominations Notification Letter, dated August 30, 2007 (previously
filed)
Exhibit 10 - Nomination Withdrawal Letter, dated September 25, 2007 (previously
filed)
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 5, 2008
PIRATE CAPITAL LLC
By: /s/ Thomas R. Hudson Jr.
---------------------------
Name: Thomas R. Hudson Jr.
Title: Manager
/s/ Thomas R. Hudson Jr.
------------------------------
Thomas R. Hudson Jr.