UNITED STATES 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

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported): August 5, 2008

Date of Report (Date of earliest event reported): June 23, 2008

Angelica Corporation

(Exact name of registrant as specified in its charter)

Missouri
(State or other jurisdiction of
incorporation)

1-5674
(Commission
File Number)

43-0905260
(I.R.S. Employer
Identification No.)

424 South Woods Mill Road

Chesterfield, Missouri 63017-3406

(Address of principal executive office)(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 registrant under any of the following provisions:

~~¨ Written~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~x Soliciting~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 2.0103 ~~Other~~Creation ~~Events~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~PRESS~~On August 4, 2008, pursuant to an Agreement and ~~RELEASE~~Plan of Merger dated as of May 22, 2008 (the “Merger Agreement”), by and among Clothesline Holdings, Inc., a Delaware corporation (“Parent”), Clothesline Acquisition Corporation, a Missouri corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Angelica Corporation (the “Company”), Merger Sub merged with and into Angelica (the “Merger”), with Angelica as the surviving corporation and a wholly-owned subsidiary of Parent. The Merger became effective upon filing the Articles of Merger with the Secretary of State of the State of Missouri on August 4, 2008. Parent and Merger Sub are affiliates of Lehman Brothers Merchant Banking.

~~Angelica Corporation,~~At athe ~~Missouri~~effective ~~corporation,~~time (of the ~~“Company”)~~Merger, ~~issued~~the aCompany ~~press~~and ~~release~~certain ~~dated June 23, 2008 announcing that it has called a special meeting~~ of its ~~shareholders to be held at 10:00 a.m.~~subsidiaries, ~~Central~~together ~~time,~~with ~~on Tuesday, July 29, 2008, at~~ the ~~Doubletree~~Parent ~~Hotel~~ and ~~Conference~~the ~~Center~~Merger ~~at 16625 Swingley Ridge Road~~Sub, ~~Chesterfield,~~ became ~~Missouri,~~borrowers ~~63017. The~~under ~~purpose~~an ofexisting ~~the~~senior ~~special meeting~~secured iscredit ~~for~~facility (the ~~Company’s~~“Credit Facility”) ~~shareholders~~with toRegions ~~consider~~Bank ~~and~~in ~~vote~~connection onwith the ~~proposal to~~financing ~~adopt~~of the ~~previously~~Merger ~~disclosed definitive merger agreement between Angelica~~ and ~~a company formed by Lehman Brothers Merchant Banking Partners IV L.P. to~~ ~~acquire Angelica~~ for ~~$22.00~~general ~~per~~corporate ~~share in cash~~purposes.

The ~~press~~ ~~release~~Credit ~~also~~Facility ~~announces~~is ~~that~~comprised ~~shareholders~~of a revolving loan facility for an aggregate principal amount of ~~record~~up asto $100,000,000 and a term loan for an aggregate principal amount of ~~the~~up ~~close~~to $38,000,000, each with a term of ~~business~~five years. Loans onunder ~~Monday,~~the ~~June~~Credit 30Facility bear interest, ~~2008~~at ~~will~~the beborrowers ~~entitled~~option, at (i) a rate equal to ~~receive~~LIBOR ~~notice~~(London Interbank Offered Rate) plus an applicable margin of, 2.25% for the revolving facility and 2.50% for the term loan subject to increases ~~vote~~or ~~at,~~decreases in the applicable margin based upon the Fixed Charge Coverage Ratio for the ~~special~~relevant ~~meeting. The~~quarter, ~~press~~or ~~release~~(ii) a ~~announcing~~rate equal to the higher ~~special~~of ~~meeting~~(a) Region’s prime commercial lending rate and (b) the Federal ~~record~~funds ~~date~~effective israte ~~attached~~plus as0.50%, ~~Exhibit~~plus ~~99.1~~the torelevant ~~this~~applicable ~~Current~~margin (less ~~Report~~100 onbasis ~~Form 8-K~~points).

~~PROXY~~Obligations under the Credit Facility are guaranteed ~~STATEMENT~~by each existing and future direct and indirect domestic subsidiary of Parent, Merger Sub and the Company that are not borrowers (and foreign subsidiaries that are not “controlled foreign corporations” under the Internal Revenue Code). The obligations of the borrowers and the guarantors under the Credit Facility are secured by all the capital stock of each of their respective existing and subsequently acquired or organized direct or indirect subsidiaries and substantially all present and future assets of the borrowers and guarantors.

~~IN CONNECTION~~In ~~WITH~~addition, ~~THE~~at ~~PROPOSED~~the ~~TRANSACTIONS,~~effective ~~THE~~time ~~COMPANY~~of ~~HAS~~the ~~FILED~~Merger ~~A PRELIMINARY~~the ~~PROXY~~Company ~~STATEMENT~~and ~~AND~~certain ~~INTENDS~~of TOits ~~FILE RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”)~~subsidiaries, ~~INCLUDING~~together Awith ~~DEFINITIVE~~the ~~PROXY~~Parent ~~STATEMENT.~~and ~~BECAUSE~~the ~~THOSE~~Merger ~~DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION~~Sub, ~~HOLDERS~~became OFco-issuers ~~THE~~of ~~COMPANY'S COMMON STOCK ARE URGED TO READ THEM CAREFULLY~~$85,000,000 ~~WHEN~~aggregate ~~THEY~~principal ~~BECOME~~amount ~~AVAILABLE. WHEN~~of ~~FILED~~senior ~~WITH~~subordinated ~~THE~~notes ~~SEC, THEY WILL BE AVAILABLE FREE OF CHARGE~~ (~~ALONG~~the ~~WITH ANY OTHER DOCUMENTS AND REPORTS FILED WITH THE SEC BY THE COMPANY~~“Notes”) ATissued ~~THE SEC’S~~pursuant ~~WEBSITE,~~to ~~WWW.SEC.GOV,~~a ~~AND~~note ~~THE COMPANY'S SHAREHOLDERS WILL RECEIVE~~purchase ~~INFORMATION~~agreement ATwith ANApollo ~~APPROPRIATE~~Investment ~~TIME~~Corporation, ONNorthwestern ~~HOW~~Mutual ~~TO OBTAIN THESE DOCUMENTS AND REPORTS~~Life ~~FREE~~Insurance OFCompany ~~CHARGE~~and ~~FROM~~Northwestern ~~THE~~Mutual ~~COMPANY.~~Capital ~~SUCH~~Mezzanine ~~DOCUMENTS~~Fund ~~ARE~~I, ~~NOT~~LP ~~CURRENTLY AVAILABLE. THE~~in ~~PROXY~~connection ~~STATEMENTS~~with ~~AND~~the ~~SUCH~~financing ~~OTHER~~of ~~DOCUMENTS~~the ~~MAY ALSO BE OBTAINED FREE OF CHARGE FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO: INVESTOR RELATIONS-ANGELICA CORPORATION, 424 SOUTH WOODS MILL ROAD, CHESTERFIELD, MISSOURI 63017~~Merger.

~~THE~~The ~~COMPANY~~Notes ~~AND~~are ~~ITS~~unsecured ~~DIRECTORS~~and ~~AND~~subordinated ~~EXECUTIVE~~to ~~OFFICERS~~the ~~MAY~~Credit BEFacility ~~DEEMED~~and TObear BEinterest ~~PARTICIPANTS~~at IN15 percent ~~THE~~per ~~SOLICITATION~~annum, OFof ~~PROXIES~~which ~~FROM~~up ~~THE~~to ~~HOLDERS~~three OFpercent ~~THE~~may ~~COMPANY'S COMMON~~be ~~STOCK~~paid INin ~~CONNECTION~~kind with ~~WITH~~similar ~~THE PROPOSED TRANSACTION~~notes. ~~INFORMATION~~The ~~ABOUT~~notes ~~THE COMPANY'S~~mature ~~DIRECTORS~~in ~~AND~~a ~~EXECUTIVE~~single ~~OFFICERS~~installment ~~AND~~on ~~THEIR~~the ~~OWNERSHIP~~date ~~OF THE COMPANY'S~~which ~~COMMON~~is ~~STOCK~~six ISmonths ~~SET~~after ~~FORTH~~the INmaturity ~~THE~~of ~~PROXY~~the ~~STATEMENT~~Credit ~~FOR THE COMPANY'S 2007 ANNUAL MEETING OF STOCKHOLDERS, WHICH WAS FILED WITH THE SEC ON OCTOBER 14, 2007~~Facility. ~~INVESTORS MAY OBTAIN ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH PARTICIPANTS BY READING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE.~~

~~ISSUER~~Item ~~TENDER~~3.01 ~~OFFER DOCUMENTS~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

INOn ~~CONNECTION WITH THE MERGER~~August 4, ~~THE COMPANY WILL ALSO BE CONDUCTING AN ISSUER TENDER OFFER. THE ISSUER TENDER OFFER HAS NOT YET COMMENCED. AT THE TIME THE TENDER OFFER HAS COMMENCED~~2008, ~~THE~~the ~~COMPANY~~Company ~~WILL~~notified ~~PROVIDE~~The ~~OPTION HOLDERS~~New ~~WHO~~York ~~ARE~~Stock ~~ELIGIBLE~~Exchange TO(the ~~PARTICIPATE IN THE EXCHANGE WITH WRITTEN MATERIALS~~“NYSE”) ~~EXPLAINING~~of ~~THE~~the ~~PRECISE~~effectiveness ~~TERMS~~of ~~AND~~the ~~TIMING~~Merger OFand, ~~THE~~on ~~TENDER OFFER. PERSONS WHO ARE ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER~~August ~~SHOULD~~5, ~~READ~~2008, ~~THESE~~the ~~WRITTEN MATERIALS~~NYSE ~~CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN~~filed ~~IMPORTANT~~with ~~INFORMATION~~the ~~ABOUT~~Securities ~~THE~~and ~~TENDER~~Exchange ~~OFFER.~~Commission ~~THE~~a ~~COMPANY~~notification ~~WILL~~of ~~ALSO~~removal ~~FILE~~of ~~THESE~~the ~~WRITTEN~~Company’s ~~MATERIALS~~common ~~WITH~~stock ~~THE~~from ~~SECURITIES~~listing ~~AND~~on ~~EXCHANGE~~the ~~COMMISSION~~NYSE. ASTrading ~~PART~~of OFthe ~~A TENDER OFFER STATEMENT UPON THE COMMENCEMENT OF THE TENDER OFFER. THE COMPANY~~Company’Ss ~~STOCKHOLDERS~~common ~~AND~~stock ~~OPTION~~on ~~HOLDERS~~the ~~WILL~~NYSE BEwas ~~ABLE~~halted TOat ~~OBTAIN~~the ~~THESE~~end ~~WRITTEN~~of ~~MATERIALS AND~~business ~~OTHER~~on ~~DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE~~August 4, ~~COMMISSION FREE OF CHARGE FROM THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT WWW~~2008.~~SEC.GOV.~~

~~Item 9.01 Financial Statements and Exhibits.~~2

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 23, 2008

Item 3.03 Material Modifications to Rights of Security Holders.

~~SIGNATURES~~At the effective time of the Merger, each issued and outstanding share of the Company’s common stock was converted into the right to receive $22.00 in cash, and the holders of such common stock ceased to have any rights as stockholders in the Company.

~~Pursuant~~As topreviously disclosed, on May 22, 2008, the ~~requirements~~board of directors of the Company ~~Securities~~amended ~~Exchange~~the ~~Act~~Company’s Rights Agreement, dated as of ~~1934~~August 27, 1998, as amended (the ~~Registrant~~“Rights ~~has~~Agreement”), with Computershare Trust Company, ~~duly~~N.A. The ~~caused~~Rights ~~this~~Plan ~~Report~~was toamended bein connection ~~signed~~with onthe ~~its~~Company’s ~~behalf~~entry byinto the ~~undersigned~~Merger ~~hereunto~~Agreement with Parent and ~~duly~~Merger ~~authorized~~Sub. Pursuant to the amendment, the Rights Agreement, and the preferred share purchase rights provided for therein, terminated immediately prior to the effective date of the Merger.

	ANGELICA CORPORATION
Dated: June 24, 2008	/s/ Steven L. Frey
	Steven L. Frey
	Vice President, General Counsel and Secretary

Item 5.01 Changes in Control of Registrant.

~~EXHIBIT~~At ~~INDEX~~the effective time of the Merger, the Company became a wholly-owned subsidiary of Parent.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 23, 2008

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger, the following directors of the Company resigned from its board of directors: Ronald J. Kruszewski, John J. Quicke, James R. Henderson, Don W. Hubble, Charles W. Mueller, Ronald N. Riner and Kelvin R. Westbrook. Steven O’Hara is continuing as a director of the Company. In addition, at the effective time of the Merger, Jon Mattson and Li Zhang were appointed to the Company’s board of directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Articles of Incorporation. At the effective time of the Merger, the Company’s articles of incorporation (the “Articles”) and Bylaws were amended and restated, so that they read in their entirety as did the articles of incorporation and bylaws of Merger Sub immediately prior to the effective time of the Merger (except that the name of the Company was retained).

A copy of the Company’s current Articles and Bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.

Item 8.01 Other Events.

On August 4, 2008, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of Angelica Corporation

3.2		Bylaws of Angelica Corporation

99.1		Press Release dated August 4, 2008

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.

	ANGELICA CORPORATION


	BY:	/s/ Stephen M. O’Hara
		Stephen M. O’Hara
Dated: August 5, 2008		President and Chief Executive Officer

INDEX OF EXHIBITS

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of Angelica Corporation

3.2		Bylaws of Angelica Corporation

99.1		Press Release dated August 4, 2008

Filing Compare · ANGELICA CORP /NEW/