sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
(Amendment No. 14)(1)
ANGELICA CORPORATION
--------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of Class of Securities)
034663104
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 2007
--------------
(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 21 Pages)
-----------------
(1) 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 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 13D Page 2 of 21 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,842,150
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,842,150
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,842,150
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 034663104 13D Page 3 of 21 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,842,150
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,842,150
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,842,150
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 034663104 13D Page 4 of 21 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,842,150
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,842,150
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,842,150
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 034663104 13D Page 5 of 21 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES HENDERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
--------------------------------------------------------------------------------
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 13D Page 6 of 21 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN QUICKE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
--------------------------------------------------------------------------------
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 13D Page 7 of 21 Pages
---------------------- ----------------------
The following constitutes Amendment No. 14 ("Amendment No. 14") to
the Schedule 13D filed by the undersigned. This Amendment No. 14 amends the
Schedule 13D as specifically set forth.
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 1,842,150 Shares owned by Steel
Partners II is approximately $40,709,431. The Shares owned by Steel Partners II
were acquired with partnership funds.
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 9,546,116 Shares outstanding as of March 30, 2007, as
reported in the Issuer's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on April 12, 2007.
As of the close of business on May 1, 2007, Steel Partners II
beneficially owned 1,842,150 Shares, constituting approximately 19.3% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 1,842,150 Shares owned by Steel Partners
II, constituting approximately 19.3% of the Shares outstanding. As the sole
executive officer and managing member of Partners LLC, which in turn is the
general partner of Steel Partners II, Mr. Lichtenstein may be deemed to
beneficially own the 1,842,150 Shares owned by Steel Partners II, constituting
approximately 19.3% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 1,842,150 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.
Currently, neither Mr. Henderson nor Mr. Quicke beneficially owns
any Shares.
Item 5(c) is hereby amended to add the following:
Schedule A annexed hereto lists all transactions in the Shares by
the Reporting Persons during the past 60 days. All of such transactions were
effected in the open market.
Item 6 is hereby amended to add the following:
Effective April 27, 2007, Steel Partners II entered into a Sales
Trading Plan Agreement with Mutual Securities, Inc., a registered broker-dealer,
for the purpose of establishing a trading plan to effect sales of Shares of the
Issuer in compliance with all applicable laws, including, without limitation,
Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder, including, but not limited to, Rule
10b5-1. A copy of the Sales Trading Plan Agreement is attached as an exhibit
hereto and incorporated herein by reference.
---------------------- ----------------------
CUSIP No. 034663104 13D Page 8 of 21 Pages
---------------------- ----------------------
Item 7 is hereby amended to add the following exhibits:
11. Powers of Attorney.
12. Sales Trading Plan Agreement by and between Steel Partners II,
L.P. and Mutual Securities, Inc., dated April 27, 2007.
---------------------- ----------------------
CUSIP No. 034663104 13D Page 9 of 21 Pages
---------------------- ----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 2, 2007 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
As Attorney in Fact for Warren G.
Lichtenstein, Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney In Fact for Warren G.
Lichtenstein, Managing Member
/s/ Lauren Isenman
--------------------------------------------
LAUREN ISENMAN
as Attorney In Fact for Warren G.
Lichtenstein, Individually
/s/ James Henderson
--------------------------------------------
JAMES HENDERSON
/s/ John Quicke
--------------------------------------------
JOHN QUICKE
---------------------- ----------------------
CUSIP No. 034663104 13D Page 10 of 21 Pages
---------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and between Steel --
Partners II, L.P. and Warren G. Lichtenstein,
dated April 24, 2003 (previously filed).
2. Joint Filing Agreement by and among Steel Partners --
II, L.P., Steel Partners, L.L.C. and Warren G.
Lichtenstein, dated May 25, 2004 (previously
filed).
3. Letter from Steel Partners II, L.P. to Angelica --
Corporation, dated December 14, 2005 (previously
filed).
4. Response letter from Steel Partners II, L.P. to --
the Director and Chairman of the Special
Independent Committee of Angelica Corporation,
dated December 14, 2005 (previously filed).
5. Business Proposal Letter from Steel Partners II, --
L.P. to Angelica Corporation, dated December 14,
2005 (previously filed).
6. Nomination Letter from Steel Partners II, L.P. to --
Angelica Corporation, dated December 14, 2005
(previously filed).
7. Joint Filing Agreement by and among Steel Partners --
II, L.P., Steel Partners, L.L.C., Warren G.
Lichtenstein, James Henderson and John Quicke,
dated as of February 3, 2006 (previously filed).
8. Settlement Agreement by and among Angelica --
Corporation, Steel Partners, L.L.C. and Steel
Partners II, L.P., dated August 30, 2006
(previously filed).
---------------------- ----------------------
CUSIP No. 034663104 13D Page 11 of 21 Pages
---------------------- ----------------------
9. Agreement by and among Angelica Corporation, Steel --
Partners, L.L.C., Steel Partners II, L.P. and
James R. Henderson (previously filed).
10. Agreement by and among Angelica Corporation, Steel --
Partners, L.L.C., Steel Partners II, L.P. and John
Quicke, dated August 30, 2006 (previously filed).
11. Powers of Attorney. 13 to 15
12. Sales Trading Plan Agreement by and between Steel 16 to 21
Partners II, L.P. and Mutual Securities, Inc.,
dated April 27, 2007.
---------------------- ----------------------
CUSIP No. 034663104 13D Page 12 of 21 Pages
---------------------- ----------------------
SCHEDULE A
Transactions in the Shares During the Past 60 Days
--------------------------------------------------
Shares of Common Stock Price Per Date of
Purchased / (Sold) Share($) Purchase / Sale
------------------ -------- ---------------
STEEL PARTNERS II, L.P.
-----------------------
(5,100) 27.0161 04/27/07
STEEL PARTNERS, L.L.C.
----------------------
None
WARREN G. LICHTENSTEIN
----------------------
None
JAMES HENDERSON
---------------
None
JOHN QUICKE
-----------
None
---------------------- ----------------------
CUSIP No. 034663104 13D Page 13 of 21 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
-------------------------- --------------------------
Warren G. Lichtenstein Warren G. Lichtenstein
Managing Member
---------------------- ----------------------
CUSIP No. 034663104 13D Page 14 of 21 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints JACK L. HOWARD signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
-------------------------- --------------------------
Warren G. Lichtenstein Warren G. Lichtenstein
Managing Member
---------------------- ----------------------
CUSIP No. 034663104 13D Page 15 of 21 Pages
---------------------- ----------------------
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints STEVEN WOLOSKY signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: Steel Partners, L.L.C. By: /s/ Warren G. Lichtenstein
General Partner --------------------------
Warren G. Lichtenstein
Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
-------------------------- --------------------------
Warren G. Lichtenstein Warren G. Lichtenstein
Managing Member
---------------------- ----------------------
CUSIP No. 034663104 13D Page 16 of 21 Pages
---------------------- ----------------------
SALES TRADING PLAN AGREEMENT
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (the "Seller")
desires to sell, from time to time, certain shares (the "Shares") of common
stock, par value $1.00 per share (the "Common Stock"), of Angelica Corporation,
a Missouri corporation (the "Company").
WHEREAS, the Seller is the largest shareholder of the Company and two employees
of an affiliate of the Seller serve as directors of the Company.
WHEREAS, by virtue of the foregoing, the Seller may become aware of material
nonpublic information about the Company, although on the date hereof it is not
in possession of material nonpublic information about the Company.
WHEREAS, the Seller desires to enter into this agreement for the purpose of
establishing a trading plan to make sales of Shares in compliance with all
applicable laws, including, but not limited to, Section 10(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations
promulgated thereunder, including, but not limited to, Rule 10b5-1. References
herein to this "Agreement" refer to this agreement and specifically include the
trading plan described herein.
NOW, IT IS AGREED, as of this April 27, 2007 by the Seller and Mutual
Securities, Inc. (the "Broker") as follows:
SECTION 1. TERMS OF SALE.
(a) The Seller desires that the Broker effect sales of the Shares on its
behalf in accordance with trading requirements adopted by the Seller and
to be delivered in writing to the Broker by separate letter (the "Initial
Trading Instructions"). The trading requirements adopted by the Seller are
referred to herein as the "Program Period."
(b) In furtherance of Section 1(a) hereof, the Seller directs the Broker to
sell, in customary brokerage transactions, the Shares, for the Seller's
account or accounts, in the Broker's sole discretion as to execution and
timing, subject to the condition that as of the time of any sale of
Shares, any individual employee of the Broker making the Broker's
investment decisions on behalf of the Seller shall not be in possession of
or aware of material nonpublic information relating to the Company's
business, operations or prospects or the value of the Common Stock
("Material Nonpublic Information").
(c) Notwithstanding the foregoing, the Broker shall not sell Shares at any
time when the Broker, in its sole discretion, shall have determined that
such sale would violate applicable law, including, without limitation,
Section 10(b) of the 1934 Act and the rules and regulations promulgated
thereunder and Section 5 of the Securities Act of 1933, as amended (the
"1933 Act").
---------------------- ----------------------
CUSIP No. 034663104 13D Page 17 of 21 Pages
---------------------- ----------------------
(d) The Seller agrees that, during the Program Period, it shall not exercise
any subsequent influence over how, when or whether to effect sales of the
Shares, except that the Seller may amend this Agreement as set forth in
Section 3 hereof. Each of the Seller and the Broker agrees that it will
not discuss with the other the Company's business, operations or prospects
or any other information likely to be related to the value of the Shares
or likely to influence a decision to sell the Shares. Notwithstanding the
preceding sentence, with the approval of counsel to the Broker, the Seller
may communicate with Broker personnel who are not responsible for, and
have no ability to influence, the execution of the trading plan set forth
in this Agreement.
SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) The Seller represents, warrants and covenants to the Broker as follows:
(i) The Seller is not, as of the date hereof, aware of or in possession
of Material Nonpublic Information.
(ii) During the term of this Agreement, the Seller will not engage, and
will not cause others to engage on behalf of the Seller, in any
transactions (other than (y) sales of Shares pursuant to this
Agreement or as otherwise permitted by law, or (z) exercises of
stock options issued pursuant to the Company's stock option plans;
provided that the Seller complies with Rule 16b-3 under the 1934 Act
in connection with any such exercise and the related securities)
involving any security into which the Common Stock is convertible or
any other related security or derivative, including, without
limitation, corresponding or hedging transactions with respect to
the Common Stock. The Seller also agrees not to enter into any
binding contract with respect to any transactions described in the
preceding sentence.
(iii) The Seller will at all times, in connection with the performance of
this Agreement, comply with all applicable laws, including, without
limitation, Section 16 of the 1934 Act and the rules and regulations
promulgated thereunder.
(iv) The Seller agrees to provide such additional information and to
execute such additional documents or instruments as may be
reasonably requested by the Company or the Broker in connection with
the performance of this Agreement and to confirm compliance with
applicable law.
(v) The Company's General Counsel (or his designee) has been notified of
this Agreement.
(vi) This Agreement constitutes the legal, valid and binding obligation
of the Seller enforceable against the Seller in accordance with its
terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent
---------------------- ----------------------
CUSIP No. 034663104 13D Page 18 of 21 Pages
---------------------- ----------------------
conveyance, moratorium and other laws affecting the enforceability
of creditors' rights and general principles of equity, and as rights
to indemnity hereunder may be limited by applicable law. The Shares
are not subject to any liens, security interests or other
impediments to transfer, nor is there any litigation, arbitration or
other proceeding pending, or to the Seller's knowledge threatened,
that would prevent or interfere with the sale of the Shares under
this Agreement.
(b) The Broker represents, warrants and covenants to the Seller as follows:
(i) The Broker has implemented reasonable policies and procedures,
taking into consideration the nature of the Broker's business, to
ensure that individuals making investment decisions will not violate
the laws prohibiting trading on the basis of Material Nonpublic
Information. These policies and procedures include those that
restrict any purchase or sale, or causing any purchase or sale, of
any security as to which the Broker has Material Nonpublic
Information, as well as those that prevent such individuals from
becoming aware of or in possession of such Material Nonpublic
Information.
(ii) In connection with all sales of Shares, the Broker shall deliver to
the Seller and the Company by facsimile or electronic mail, no later
than the close of business on the date such transaction is effected,
all information necessary (to the extent that the Broker possesses
such information) for the Seller and/or the Company to make all
required Form 4 and 5 filings, as required by Section 16(a) of the
1934 Act with regard to sales made pursuant to this Agreement. The
information shall be delivered to the Company, to the attention of
the Company's General Counsel, by facsimile at (314) 854-3949 or by
electronic mail at xxxxxxx, or such other facsimile number or
electronic mail address designated in writing by the Company.
(iii) This Agreement constitutes the legal, valid and binding obligation
of the Broker enforceable against the Broker in accordance with its
terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and other laws affecting the enforceability
of creditors' rights and general principles of equity, and as rights
to indemnity hereunder may be limited by applicable law.
SECTION 3. AMENDMENTS. This Agreement (including the Initial Trading
Instructions) may not be amended by the parties hereto, except as follows: The
parties hereto may amend the provisions of this Agreement (including the Initial
Trading Instructions) upon notice to the Company; provided that at the time of
such amendment, the Seller was not in possession of or aware of Material
Nonpublic Information and only upon the written consent of the Company's General
Counsel (or his designee). Any modification by the Seller will be made in good
faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1. The
amended Agreement or Initial Trading Instructions, as the case may be, shall not
---------------------- ----------------------
CUSIP No. 034663104 13D Page 19 of 21 Pages
---------------------- ----------------------
take effect until 90 days after the amendment is adopted. During the 90 day
period between the adoption date of the amendment and the effective date of the
amendment, the unmodified Agreement or Initial Trading Instructions, as the case
may be, will remain in effect.
SECTION 4. TERMINATION. This Agreement shall terminate upon the earlier to occur
of the following:
(a) The close of business on July 20, 2007; or
(b) The Broker sells the maximum number of Shares allowable under the Initial
Trading Instructions, as may be amended as provided in Section 3 hereof;
or
(c) The Agreement is terminated by either party immediately upon receipt of
written notice to the other party; provided, however, that with respect to
any termination by the Seller pursuant to this Section 4(c) at the time of
such termination, the Seller was not in possession of or aware of Material
Nonpublic Information and such termination was made in good faith and not
as part of a scheme to evade the prohibitions of Rule 10b5-1; or
(d) Any sale effected pursuant to this Agreement that violates (or in the
opinion of counsel to the Company or the Broker is likely to violate)
Section 16 of the 1934 Act, any other provision of the Federal securities
laws or regulations adopted by the U.S. Securities and Exchange Commission
thereunder, or any other applicable Federal or State law or regulation; or
(e) The Seller materially breaches its obligations under this Agreement; or
(f) The Seller and/or the Company enter into a contract that prevents or
materially restricts sales by the Seller under this Agreement.
If the Agreement is terminated pursuant to this Section 4 and a new
trading plan agreement with respect to the sale or purchase of the Seller's
Common Stock is entered into with the Broker or any other person, the Seller
hereby agrees that the new trading plan will not take effect until 90 days after
its adoption.
SECTION 5. INDEMNIFICATION AND LIMITATION ON LIABILITY; NO TAX, ACCOUNTING
OR LEGAL ADVICE.
(a) The Seller agrees to indemnify and hold harmless the Broker (and its
directors, officers, employees and affiliates) from and against all
claims, liabilities, losses, damages and expenses (including reasonable
attorneys' fees and costs) arising out of or attributable to: (i) any
material breach by the Seller of this Agreement (including the Seller's
representations and warranties), (ii) any violation by the Seller of
applicable laws or regulations and (iii) any action taken by the Broker in
good faith and without negligence pursuant to this Agreement. This
indemnification will survive the termination of this Agreement.
---------------------- ----------------------
CUSIP No. 034663104 13D Page 20 of 21 Pages
---------------------- ----------------------
(b) Notwithstanding any other provision herein, the Broker will not be liable
to the Seller for: (i) special, indirect, punitive, exemplary, or
consequential damages, or incidental losses or damages of any kind,
including but not limited to lost profits, lost savings, and loss of use
of facility or equipment, regardless of whether arising from breach of
contract, warranty, tort, strict liability or otherwise, and even if
advised of the possibility of such losses or damages or if such losses or
damages could have been reasonably foreseen, or (ii) any failure to
perform or for any delay in performance that results from a cause or
circumstance that is beyond its reasonable control, including but not
limited to failure of electronic or mechanical equipment, strikes, failure
of common carrier or utility systems, severe weather, market disruptions
or other causes commonly known as "acts of God."
(c) The Seller acknowledges and agrees that the Broker has not provided the
Seller with any tax, accounting or legal advice with respect to this
Agreement.
SECTION 6. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York, without regard to such
State's conflict of laws rules.
SECTION 7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes any previous or contemporaneous agreements, understandings, proposals
or promises with respect thereto, whether written or oral.
SECTION 8. ASSIGNMENT. This Agreement and each party's rights and obligations
hereunder may not be assigned or delegated without the written permission of the
other party and shall inure to the benefit of each party's successors and
permitted assigns, whether by merger, consolidation or otherwise.
[The remainder of this page intentionally left blank]
---------------------- ----------------------
CUSIP No. 034663104 13D Page 21 of 21 Pages
---------------------- ----------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
STEEL PARTNERS II, L.P.
By: STEEL PARTNERS, L.L.C.
its General Partner
By: /s/ Warren G. Lichtenstein
---------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
MUTUAL SECURITIES, INC.
By: /s/ Ryan Sabol
---------------
Name: Ryan Sabol
Title: Executive Vice President