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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
Commission File Number 1-5674
Date of Report (date of earliest event reported): APRIL 19, 2002
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 19, 2002, Angelica Corporation, a Missouri corporation
(the "Company"), announced the closing of a sale to Cintas Corporation, a
Washington corporation ("Cintas"), of certain of its assets relating to the
non-healthcare portion of its Manufacturing and Marketing segment. The sale
was consummated pursuant to the terms and conditions of an Asset Purchase
Agreement, dated as of April 10, 2002, as amended by a First Amendment to
Asset Purchase Agreement dated April 10, 2002 (the "Cintas Agreement"), by
and among Cintas, the Company and the Company's wholly owned subsidiary,
Angelica International, Ltd., a corporation organized pursuant to the laws of
Canada ("Subsidiary"). Certain assets of the Subsidiary were also sold to
Cintas as part of the Cintas Agreement.
Pursuant to the terms of the Cintas Agreement, Cintas paid an
aggregate of $21,823,963.40 in cash to the Company and the Subsidiary at
closing. Cintas may purchase additional inventory from the Company as needed
from time to time upon the sale of such inventory to non-healthcare customers
formerly serviced by the Company's Manufacturing and Marketing segment. In
connection with the consummation of the transactions contemplated by the
Cintas Agreement, the Company agreed to provide certain transition services
to Cintas over approximately a six-month period after closing.
The purchase price paid in connection with the sale was determined
through arms-length negotiations among the parties to the Cintas Agreement.
The foregoing description is qualified in its entirety by reference to the
Cintas Agreement, as amended, a copy of which is attached as an exhibit
hereto and incorporated by reference herein.
ITEM 5. OTHER EVENTS.
The Company entered into an Asset Purchase Agreement dated April 17,
2002 (the "Medline Agreement") for the sale to Medline Industries, Inc., an
Illinois corporation ("Medline") of certain of its assets relating to the
healthcare portion of its Manufacturing and Marketing segment. In connection
with the Medline Agreement, the Company also entered into a Real Estate
Purchase and Sale Agreement dated April 17, 2002 for the sale of the
Company's distribution center located in Alamo, Tennessee ( the "Real
Estate Agreement").
Pursuant to the terms of the Medline Agreement and the Real
Estate Agreement, Medline will pay to the Company an aggregate amount of
consideration to be determined at Closing for a license to use the Angelica
name and for the purchase of the distribution center, certain other fixed
assets, inventory, prepaid expenses and accounts receivable associated with
the healthcare portion of the Company's Manufacturing and Marketing segment.
In connection with the consummation of the sale, the Company will agree to
perform certain transition services to Medline over approximately a six-month
period after closing. The closing of the Medline Agreement and the Real
Estate Agreement is expected to occur in mid-May 2002.
The purchase price paid in connection with the sale was determined
through arms-length negotiations among the parties to the Medline Agreement
and the Real Estate Agreement. The foregoing description is qualified in its
entirety by reference to the Medline Agreement and the Real Estate Agreement,
copies of which are attached as exhibits hereto and incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements. Not applicable.
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(b) Pro forma financial information. Pursuant to Item 7(a)(4) of
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Form 8-K, the Company will file the required pro forma financial information
as soon as is practicable, but not later than 60 days after the date that
this report is required to be filed.
(c) Exhibits. See Exhibit Index.
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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: May 2, 2002
ANGELICA CORPORATION
By: /s/ T. M. Armstrong
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T. M. Armstrong
Senior Vice President-Finance and
Administration and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated April 10, 2002, by and among
the Company, the Subsidiary and Cintas.
2.2 First Amendment to Asset Purchase Agreement, dated April 10,
2002, by and among the Company, the Subsidiary and Cintas.
2.3 Asset Purchase Agreement, dated April 17, 2002, by and among
the Company and Medline.
2.4 Purchase and Sale Agreement, dated April 17, 2002, by and
among the Company and Medline.