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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): JANUARY 27, 2005
ANGELICA CORPORATION
(Exact name of registrant 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
(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 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.
AMENDED AND RESTATED LOAN AGREEMENT
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On January 27, 2005, Angelica Corporation (the "Company")
entered into an Amended and Restated Loan Agreement (the "Amended Loan
Agreement") with LaSalle Bank National Association, Wells Fargo Bank, N.A.,
UMB Bank, National Association, National City Bank of the Midwest and Union
Planters Bank, N.A., as participating banks in the lending group. The
Amended Loan Agreement is an expandable $150 million, five-year revolving
credit and term loan facility that replaces the Company's former credit
facility. The revolving credit facility is expandable from $100 million to
$125 million upon the Company's notice to the lending group on or prior to
January 27, 2008, subject to continuing compliance by the Company with the
terms of the Amended Loan Agreement. The Amended Loan Agreement also creates
a new $50 million term note facility for the Company.
As of January 27, 2005, no amount was outstanding under
the term note facility and the Company had approximately $67.4 million
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 Amended Loan Agreement contains administrative
covenants that are ordinary and customary for similar credit facilities. The
credit facility 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 ratio of EBITDA to fixed charges and a
minimum level of net worth. The obligations of the Company under the Loan
Agreement are guaranteed by the Company's subsidiaries.
The foregoing summary is qualified in its entirety by the
Amended Loan Agreement, a copy of which is filed as Exhibit 10 to this
Current Report on Form 8-K.
AMENDED EXECUTIVE STOCK OPTION
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On January 27, 2005, the Compensation and Organization
Committee of the Company's Board of Directors, authorized an amendment to
the Nonqualified Stock Option Agreement, dated September 15, 2003, between
the Company and Stephen M. O'Hara. Under the stock option agreement, Mr.
O'Hara was granted options to purchase fifty thousand shares of the
Company's common stock at an exercise price of $30.00 per share. The options
were to vest and become exercisable at such time as the closing price of the
Company's common stock on the New York Stock Exchange was at least $30.00
per share for five consecutive trading days. Pursuant to the amendment to
the stock option agreement, these shares vested and became exercisable
immediately. The option price remains $30.00 per share. No other terms of
the stock option agreement or the options were modified. The stock option
agreement was filed as Exhibit 10.5 to the Company's quarterly report on
Form 10-Q for the quarter ended October 25, 2003.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth under the caption "Amended and
Restated Loan Agreement" in Item 1.01 of this Current Report of Form 8-K is
incorporated herein by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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10 Amended and Restated Second Loan Agreement with
LaSalle Bank N.A. et al, effective as of
January 27, 2005
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.
Dated: February 2, 2005
ANGELICA CORPORATION
By: /s/ Steven L. Frey
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Steven L. Frey
Vice President, General Counsel
& Secretary
EXHIBIT INDEX
Exhibit No. Description
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10 Amended and Restated Second Loan Agreement with LaSalle
Bank N.A. et al, effective January 27, 2005