1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
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): August 25, 1998
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 001-05674 43-0905260
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 854-3800
2
ITEM 5. OTHER EVENTS
On August 25, 1998, the Board of Directors of Angelica Corporation (the
"Company") declared a dividend distribution of one Preferred Stock Purchase
Right (collectively, the "Rights") for each outstanding share of common
stock, $1.00 par value (the "Common Stock"), of the Company (other than
shares held in the Company's treasury). The dividend distribution is payable
to the shareholders of record at the close of business on September 8, 1998
(the "Record Date"). Except as set forth below, each Right, when
exercisable, entitles the registered holder to purchase from the Company one
one-hundredth of a share of a new series of voting preferred stock,
designated as Class B Series 2 Junior Participating Preferred Stock, $1.00
stated value (the "Preferred Stock"), at a price of $90.00 per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and UMB Bank, N.A., as Rights Agent
(the "Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates will
be distributed. Until the earlier of (i) ten days following the first to
occur of (a) a public announcement that, without the prior written consent of
the Board of Directors of the Company, a person or group of affiliated or
associated persons other than the Company, a subsidiary of the Company or any
employee benefit plan of the Company or a subsidiary of the Company (an
"Acquiring Person") has acquired, or obtained the right to acquire,
outstanding shares of Common Stock of the Company representing 20% or more of
the voting power of the Company or (b) the date on which the Company first
has notice or otherwise determines that a person has become an Acquiring
Person (the "Stock Acquisition Date") or (ii) ten days following the
commencement or announcement of an intention to make a tender offer or
exchange offer, without the prior written consent of the Board of Directors
of the Company, for outstanding shares of such Common Stock representing 20%
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"), the Rights
will be evidenced, with respect to any of the Company's Common Stock
certificates outstanding as of and after the Record Date (other than shares
held in the Company's treasury), by such Common Stock certificates. The
Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the
Rights), new Common Stock certificates issued after the Record Date, upon
transfer, new issuance or issuance from the Company's treasury of the
Company's Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any of
the Company's Common Stock certificates outstanding as of and after the
Record Date will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will then evidence the Rights.
Notwithstanding the above, a person will not be deemed to be an
Acquiring Person if such person: (x) becomes the owner of outstanding shares
of the Common Stock of the Company representing 20% or more of the voting
power of the Company by means of an acquisition of shares of Common Stock
directly from the Company if such acquisition is approved by a majority of
the Board of Directors (unless such Person was an Acquiring Person prior to
such acquisition); (y) becomes the owner of Common Stock representing 20% or
more of the voting power of the Company following an acquisition of the
Company's voting securities by the Company, unless such person subsequently
acquires additional voting securities of the Company (other than by means of
a stock dividend, stock split, recapitalization or similar event); or (z) has
become an Acquiring Person
- 1 -
3
inadvertently and divests promptly a number of voting securities so as to no
longer be an Acquiring Person.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 7, 2008, unless earlier redeemed or exchanged by the
Company, as described below.
The Purchase Price payable, the number of shares of Preferred Stock or
other securities or property issuable upon exercise of the Rights and the
number of Rights outstanding are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon the
distribution to holders of Preferred Stock of rights or warrants to subscribe
for shares of Preferred Stock or securities convertible into Preferred Stock
at less than the then current market price of the Preferred Stock, or (iii)
upon the distribution to holders of Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular periodic cash dividends out
of earnings or retained earnings or dividends payable in Preferred Stock) or
of convertible securities subscription rights or warrants (other than those
referred to above).
In the event that, following the Distribution Date, the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation or in which the Common Stock is
exchanged or changed or 50% or more of the Company's assets or earning power
is sold (in one transaction or a series of transactions), proper provision
shall be made so that each holder of a Right shall thereafter have the right
to receive, in lieu of shares of Preferred Stock, upon the exercise of the
Right and payment of the Purchase Price, that number of shares of common
stock of the surviving or purchasing company (or, in certain cases, one of
its affiliates) which at the time of such transaction would have a market
value of two times the Purchase Price (such right being called the "Merger
Right").
In the event that any person shall become an Acquiring Person and
subject to the availability of Common Stock, proper provision shall be made
so that each holder of a Right will thereafter have the right to receive, in
lieu of shares of Preferred Stock, upon exercise that number of shares (or
fractional shares) of Common Stock having a market value of two times the
Purchase Price, subject to the availability of a sufficient number of
treasury shares or authorized but unissued shares (such right being called
the "Subscription Right"). The holder of a Right will continue to have the
Merger Right unless and until such holder exercises the Subscription Right.
Any Rights that are beneficially owned by an Acquiring Person or an
Affiliate or an Associate of an Acquiring Person will become null and void
upon the occurrence of any of the events giving rise to the exercisability of
the Merger Right or the Subscription Right and any holder of such Rights will
have no right to exercise such Rights from and after the occurrence of such
an event insofar as they relate to the Merger Right or the Subscription
Right.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued. In lieu of
fractional shares, an adjustment in cash will be made based on the market
price of the Preferred Stock or the Common Stock as the case may be on the
last trading date prior to the date of exercise.
At any time prior to a Person becoming an Acquiring Person or September
7, 2008, the Company's Board of Directors may elect to redeem the Rights in
whole, but not in part, at a price of $.01 per Right. Additionally, a
majority of the Board of Directors may redeem the
- 2 -
4
outstanding Rights in whole, but not in part, at a price of $.01 per Right
and prior to an event giving rise to the Merger Right (i) following a change
in a majority of the Directors of the Company or (ii) following the Stock
Acquisition Date, provided that either (a) the Acquiring Person reduces its
beneficial ownership to less than 20% of the voting power of the Company in a
manner satisfactory to a majority of the Board of Directors and there are no
more Acquiring Persons, or (b) such redemption is incidental to a merger or
other business combination involving the Company but not involving the
Acquiring Person. Immediately upon the action of the Board of Directors
electing to redeem the Rights, the Company shall make announcement thereof,
and the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.
At any time after a Person becomes an Acquiring Person but prior to such
time that any Person becomes the beneficial owner of 50% or more of the
outstanding shares of the Company's Common Stock, the Company may elect to
effect a full or partial exchange of Rights for the Company's Common Stock at
an initial exchange ratio of one share of Common Stock for each Right
exchanged. Alternatively, the Company may elect to effect the exchange of
Rights using Preferred Stock at an initial exchange ratio of one
one-hundredth of a share of Preferred Stock for each Right exchanged.
The Preferred Stock purchasable upon exercise of the Rights will be
non-redeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share
of Preferred Stock will have a preferential dividend in an amount equal to
the greater of $1.00 per share or 100 times any dividend declared on each
share of Common Stock. In the event of liquidation, the holders of Preferred
Stock will receive a preferred liquidation payment equal to the greater of
$100.00 or 100 times the payment made per each share of Common Stock. Each
one one-hundredth of a share of Preferred Stock will have one vote, voting
together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common
Stock. The rights of the Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary anti-dilution provisions. Fractional shares of Preferred Stock in
integral multiples of one one-hundredth of a share of Preferred Stock will be
issuable; however, the Company may elect to distribute depositary receipts in
lieu of such fractional shares. In lieu of fractional shares other than
fractions that are multiples of one one-hundredth of a share, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Nominating and Corporate Governance Committee of the Board of
Directors of the Company will periodically review the Rights Agreement and
the Rights to determine that they continue to be in the interests of the
Company and its shareholders, with such review to occur at such times as the
Committee deems appropriate. In any event, the Committee will conduct such a
review at least once every three years. In the course of such review, the
Committee will consider any factors it deems relevant, and, based on such
review, report back to the Board its determinations and recommendations
relevant to the Rights Agreement and the Rights.
The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement, a copy of which is filed as Exhibit 4.1 to
this Current Report on Form 8-K and incorporated by reference herein.
- 3 -
5
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
--------
Item Exhibit
4.1 Rights Agreement, dated as of August 27, 1998, between Angelica
Corporation and UMB Bank, N.A., filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A, dated August
28, 1998, is incorporated herein by reference.
99.1 Press Release, dated August 26, 1998.
- 4 -
6
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: August 27, 1998
ANGELICA CORPORATION
By: /s/ Don W. Hubble
----------------------------------
Don W. Hubble
Chairman, President and
Chief Executive Officer
- 5 -
7
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Rights Agreement, dated as of August 27, 1998, between Angelica
Corporation and UMB Bank, N.A., filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A, dated August 28,
1998, is incorporated herein by reference.
99.1 Press Release, dated August 26, 1998.
- 6 -