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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 43-0905260
(State of Incorporation) (I.R.S. Employer Identification Number)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.
|X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. | |
Securities Act registration statement file number to which this
form relates: (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Registration Statement is hereby amended as follows:
o The fourth sentence of the twelfth paragraph of Item 1,
which currently reads as follows, "Each one
one-hundredth of a share of Preferred Stock will have
one vote, voting together with the shares of Common
Stock", will be deleted in its entirety, and will be
replaced by the following sentence, "Each share of
Preferred Stock will have one vote, voting together
with the shares of Common Stock."
o The second sentence of the second paragraph of Item 1,
which currently reads as follows:
"No separate Right Certificate will be distributed to
the earlier of:
(i) the close of business on the date which is
ten days following the first to occur of: (a) a public
announcement that, without the prior written approval
of the Board of Directors of the Company, a person or
group of affiliated or associated persons (other than
(1) the Company, (2) any subsidiary of the Company or
(3) any employee benefit plan of the Company or a
subsidiary of the Company or entity holding securities
of the Company for or pursuant to the terms of such a
plan) (each an "Acquiring Person") has acquired, or
obtained the right to acquire, a number of shares of
the Company representing 20% of the voting power (the
"Voting Power") of all the securities of the Company
entitled to vote for the election of directors;
provided, however that a person will not be deemed to
be an Acquiring Person if such person: (x) becomes the
beneficial owner of 20% or more of the Voting Power of
the Company as a result of: (A) an acquisition of
Common Stock by means of shares issued directly by the
Company which increased the proportionate Voting Power
of such securities beneficially owned by such person
to 20% or more of the Voting Power, if such
transaction is approved by a majority of the members
of the Board of Directors of the Company, unless such
person was an Acquiring Person prior to such
acquisition of shares from the Company; or (B) an
acquisition by the Company of the Company's voting
securities, unless such person thereafter acquires
additional voting securities of the Company (other
than pursuant to a stock dividend, stock split,
recapitalization or similar transaction) or; (y) has
become beneficial owner of 20% or more of the Voting
Power of the Company inadvertently(as determined by a
majority of the Board of Directors) and divests as
promptly as practicable such number of voting
securities so as to no longer be an Acquiring Person;
or (b) the Company's first notice of or other
determination that a person has become an Acquiring
Person (the first to occur of the events in clause (a)
or (b) above being called the "Stock Acquisition
Date"): or
(ii) the close of business of the date (or such
other date as determined by the Board of Directors
prior to the time any person becomes an Acquiring
Person) which is ten days following the commencement
or first public announcement of the intention of any
person (other than (a) the Company, (b) any subsidiary
of the Company, or (c) any employee benefit plan of
the Company or a subsidiary of the Company or entity
holding securities of the Company for or pursuant to
the terms of such a plan) to make a tender offer or
exchange offer (if such intention to commence remains
in effect for five days after such commencement or
announcement), without the prior written approval of a
majority of the Board of Directors, for 20% or more of
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the Voting Power of the Company (the earlier of the
dates in clause (i) or (ii) above being called the
"Distribution Date")."
will be deleted in its entirety and will be replaced by
the following:
"No separate Right Certificate will be distributed to
the earlier of:
(i) the close of business on the date which is
ten days following the first to occur of: (a) a public
announcement that, without the prior written approval
of the Board of Directors of the Company, a person or
group of affiliated or associated persons (other than
(1) the Company, (2) any subsidiary of the Company or
(3) any employee benefit plan of the Company or a
subsidiary of the Company or entity holding securities
of the Company for or pursuant to the terms of such a
plan) (each an "Acquiring Person") has acquired, or
obtained the right to acquire, a number of shares of
the Company representing 15% or more of the voting
power (the "Voting Power") of all the securities of
the Company entitled to vote for the election of
directors; provided, however that a person will not be
deemed to be an Acquiring Person if such person: (x)
becomes the beneficial owner of 15% or more of the
Voting Power of the Company as a result of: (A) an
acquisition of Common Stock by means of shares issued
directly by the Company which increased the
proportionate Voting Power of such securities
beneficially owned by such person to 15% or more of
the Voting Power, if such transaction is approved by a
majority of the members of the Board of Directors of
the Company, unless such person was an Acquiring
Person prior to such acquisition of shares from the
Company; or (B) an acquisition by the Company of the
Company's voting securities, unless such person
thereafter acquires additional voting securities of
the Company (other than pursuant to a stock dividend,
stock split, recapitalization or similar transaction)
or; (y) has become beneficial owner of 15% or more of
the Voting Power of the Company inadvertently(as
determined by a majority of the Board of Directors)
and divests as promptly as practicable such number of
voting securities so as to no longer be an Acquiring
Person; or (b) the Company's first notice of or other
determination that a person has become an Acquiring
Person (the first to occur of the events in clause (a)
or (b) above being called the "Stock Acquisition
Date"): or
(ii) the close of business of the date (or such
other date as determined by the Board of Directors
prior to the time any person becomes an Acquiring
Person) which is ten days following the commencement
or first public announcement of the intention of any
person (other than (a) the Company, (b) any subsidiary
of the Company, or (c) any employee benefit plan of
the Company or a subsidiary of the Company or entity
holding securities of the Company for or pursuant to
the terms of such a plan) to make a tender offer or
exchange offer (if such intention to commence remains
in effect for five days after such commencement or
announcement), without the prior written approval of a
majority of the Board of Directors, for 15% or more of
the Voting Power of the Company (the earlier of the
dates in clause (i) or (ii) above being called the
"Distribution Date")."
o A new paragraph will be added to Item 1 after the revised
second paragraph to read in its entirety as follows:
"All references to 15% percentage ownership thresholds
in the preceding paragraph will be 20% with respect to
the percentage ownership percentage of Steel Partners
L.L.C., Steel Partners II, L.P. and their affiliates
and associates."
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o The second sentence of the eleventh paragraph of Item 1,
which currently reads as follows:
"In addition, prior to an event giving rise to the
Merger Right, a majority of the Board of Directors may
elect to redeem the Rights in whole, but not in part,
at the Redemption Price if : (i) following the
occurrence of a Stock Acquisition Date, either an
Acquiring Person shall have disposed of a number of
shares of voting securities of the Company in a manner
satisfactory to the Board of Directors such that such
person is no longer the beneficial owner of more than
20% of the Company's Voting Power and no other
Acquiring Person exists immediately thereafter or (ii)
following a change (resulting from a proxy or consent
solicitation) in a majority of the Board of Directors
of the Company in office at the commencement of such
solicitation if any person who is a participant in
such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the
Board of Directors has determined in good faith) that
such person intends to take, or may consider taking,
any action which would result in such person becoming
an Acquiring Person."
will be deleted in its entirety and will be replaced by
the following:
"In addition, prior to an event giving rise to the
Merger Right, a majority of the Board of Directors may
elect to redeem the Rights in whole, but not in part,
at the Redemption Price if : (i) following the
occurrence of a Stock Acquisition Date, either an
Acquiring Person shall have disposed of a number of
shares of voting securities of the Company in a manner
satisfactory to the Board of Directors such that such
person is no longer the beneficial owner of 15% or
more of the Company's Voting Power and no other
Acquiring Person exists immediately thereafter or (ii)
following a change (resulting from a proxy or consent
solicitation) in a majority of the Board of Directors
of the Company in office at the commencement of such
solicitation if any person who is a participant in
such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the
Board of Directors has determined in good faith) that
such person intends to take, or may consider taking,
any action which would result in such person becoming
an Acquiring Person. The 15% percentage ownership
threshold in this paragraph shall be 20% with respect
to the ownership percentage for Steel Partners L.L.C.,
Steel Partners II, L.P. and their affiliates and
associates."
ITEM 2. EXHIBITS.
4.1 Rights Agreement dated as of August 27, 1998,
between Angelica Corporation and UMB Bank, N.A.,
which includes as Exhibit A, the Certificate of
Designation, Preferences and Rights of Class B
Series 2 Junior Participating Preferred Stock, as
Exhibit B, the Form of Rights Certificate, and as
Exhibit C, the Summary of Preferred Stock Purchase
Rights (incorporated by reference from Exhibit 1 to
the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission
on August 28, 1998).
4.2 Form of Amendment No. 1 to Rights Agreement, dated as of
August 29, 2006, between Angelica Corporation and
UMB Bank, N.A., which includes as Exhibit A, an
Amendment to the Certificate of Designation
Preferences and Rights of Class B Series 2 Junior
Participating Preferred Stock (incorporated by
reference from
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Exhibit 4.1 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
4.3 Form of Amendment No. 2 to Rights Agreement, dated as of
September 19, 2006, between Angelica Corporation and
UMB Bank, N.A. (incorporated by reference from
Exhibit 4.1 to the Company's Current Report on Form
8-K filed with the Securities and Exchange
Commission on September 22, 2006).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ANGELICA CORPORATION
Dated: September 22, 2006 /s/ Steven L. Frey
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Steven L. Frey
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
4.1 Rights Agreement dated as of August 27, 1998, between Angelica
Corporation and UMB Bank, N.A., which includes as Exhibit A,
the Certificate of Designation, Preferences and Rights of
Class B Series 2 Junior Participating Preferred Stock, as
Exhibit B, the Form of Rights Certificate, and as Exhibit C,
the Summary of Preferred Stock Purchase Rights (incorporated
by reference from Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on August 28, 1998).
4.2 Form of Amendment No. 1 to Rights Agreement, dated as of
August 29, 2006, between Angelica Corporation and UMB Bank,
N.A., which includes as Exhibit A, an Amendment to the
Certificate of Designation Preferences and Rights of Class B
Series 2 Junior Participating Preferred Stock (incorporated by
reference from Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
September 5, 2006).
4.3 Form of Amendment No. 2 to Rights Agreement, dated as of
September 19, 2006, between Angelia Corporation and UMB Bank,
N.A. (incorporated by reference from Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 22, 2006).
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