1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended Commission File
April 27, 1996 Number 1-5674
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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(314) 854-3800
----------------------------------------------------
Former name, former address and former fiscal year
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ -------
The number of shares outstanding of Registrant's Common Stock, par value
$1.00 per share, at May 31, 1996 was 9,163,141 shares.
===============================================================================
2
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR APRIL 27, 1996 FORM 10-Q QUARTERLY REPORT
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ----------------
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
First Quarter Ended April 27, 1996 and
April 29, 1995 3
Consolidated Balance Sheets -
April 27, 1996 and January 27, 1996 4
Consolidated Statements of Cash Flows -
First Quarter Ended April 27, 1996
and April 29, 1995 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-4
Exhibit A - Quarterly Report to
Shareholders 5
PART II. OTHER INFORMATION 6
3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED APRIL 27, 1996
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be
read in conjunction with the fiscal 1996 Annual Report, including
Notes to Financial Statements. However, it is the opinion of the
Company that all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results during the
interim period have been included.
(2) See Index to Financial Statements and Supporting Schedules on page 1.
Those pages of the Angelica Corporation and Subsidiaries Quarterly
Report to Shareholders for the quarter ended April 27, 1996, listed in
such index are incorporated herein by reference. The pages of the
Quarterly Report to Shareholders which are not listed on the index and
therefore not incorporated herein by reference are furnished for the
information of the Commission but are not to be deemed "filed" as a
part of this report. The Quarterly Report to Shareholders referred to
herein is located immediately following page 4 of this report.
(3) For purposes of the Consolidated Statements of Cash Flows, the Company
considers short-term, highly liquid investments which are readily
convertible into cash, as cash equivalents.
Cash payments for income taxes were $395,000 and $323,000 in the 1996
and 1995 periods, respectively; and in these periods interest
payments were $1,252,000 and $950,000, respectively.
2
4
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED APRIL 27, 1996
Analysis of Operations
- ----------------------
First Quarter Ended
---------------------
April 27, April 29,
1996 1995
--------- ---------
Sales and Textile Service Revenues
- ----------------------------------
Textile Services $ 65,212 $ 64,904
Manufacturing and Marketing 44,585 47,102
Retail Sales 18,548 16,883
Intersegment Sales (6,704) (5,062)
-------- --------
$121,641 $123,827
======== ========
Gross Profit
- ------------
Textile Services $ 13,174 $ 13,702
Manufacturing and Marketing 9,152 10,379
Retail Sales 10,108 9,214
-------- --------
$ 32,434 $ 33,295
======== ========
Combined sales and textile service revenues decreased 1.8 percent compared
with last year's first quarter, and gross profit was down 2.6 percent.
Revenues of the Textile Services segment increased .5 percent in the first
quarter, but would have declined exclusive of acquisitions. A first quarter
gross profit reduction of 3.9 percent for this segment was caused by poor
results at two plants scheduled to be closed in the second quarter under the
restructuring plan adopted last January and by lower earnings at the Las
Vegas facility where additional revenues from new customers are scheduled for
the second and third quarters. First quarter sales of the Manufacturing and
Marketing segment decreased 5.3 percent compared with the same quarter last
year, and gross profit decreased 11.8 percent. All three divisions of this
segment had lower sales. The U.S. and United Kingdom operations had earnings
declines partially offset by an earnings increase in Canadian operations.
Life Retail Stores had a 9.9 percent increase in sales and 9.7 percent
increase in gross profit, resulting from an 8.1 percent increase in
same-store sales together with new volume from acquisitions made since the
first quarter of last year.
Selling, general and administrative expenses decreased $138,000 or .6 percent
in the first quarter compared with the same period last year. These expenses
increased as a percent of combined sales and textile service revenues from
19.9 percent to 20.1 percent in the first quarter due to lower sales and
revenue levels. Interest expense was $255,000 higher in the quarter as a
result of the $30,000,000 long-term financing completed at the beginning of
the second quarter last year.
3
5
FINANCIAL CONDITION
- -------------------
The Company had working capital of $177,380,000 and a current ratio of 4.7 to
1 at April 27, 1996, up from $154,215,000 and 3.2 to 1 a year ago and
compared with $181,043,000 and 5.0 to 1 at the beginning of the year. The
ratio of long-term debt to debt-plus-equity was 34.4 percent at the close of
the first quarter, up from 25.9 percent a year ago and approximately the same
as the beginning of the year. The increase from a year ago was due to the
long-term financing completed at the beginning of the second quarter last
year.
Operating activities provided a total cash flow of $7,814,000 in the first
quarter compared with $3,576,000 in the first quarter last year, with most of
the difference being due to decreased requirements for working capital.
Investing activities used $7,135,000 of cash flow, primarily for capital
expenditures, which were higher than last year due to construction of
replacement textile services plants as part of the restructuring plan adopted
last January. The payment of dividends was the principal use of financing
activities cash flow. No material change in the Company's future aggregate
cash requirements is foreseen at the present time.
Based on the Company's cash generation from operations, as well as its strong
working capital position, current ratio and ratio of long-term debt to
debt-plus-equity, Management believes that internal funds available from
operations plus external funds available from the issuance of additional debt
and/or equity as needed in the future, will be sufficient for all planned
operating and capital requirements, including acquisitions.
4
6
EXHIBIT A
T E X T I L E S E R V I C E S I M A G E A P P A R E L
I N N O V A T I O N V A L U E Angelica Corporation
424 South Woods Mill Road
Angelica(R) Chesterfield, Missouri 63017-3406
Tel: 314.854.3800
May 15, 1996
Dear Shareholder:
As was indicated in our recent Annual Report, first quarter results were not
expected to be as good as the first quarter last year, which was the best
quarter of the year. Results, in fact, were below last year, although
slightly better than we had initially planned. Implementation of our
restructuring plan adopted at the end of last year is progressing smoothly,
and the major part of its positive impact on our results is still expected
to occur in the last three quarters of this year.
First quarter combined sales and textile service revenues were $121,641,000,
down 1.8 percent from $123,827,000 in last year's first quarter. Excluding
acquisitions made since the first quarter of last year, combined sales and
textile service revenues dropped 5.1 percent in the quarter. Pretax income
of $4,931,000 was 11.8 percent below last year's $5,590,000, and net income
of $3,057,000 dropped 11.1 percent from the $3,438,000 earned in the first
quarter of last year. Net income per share was $.33 versus $.38 in the
first quarter of last year, a decrease of 13.2 percent.
Significantly improved first quarter earnings in the Life Retail Stores
segment were offset by declines in earnings in the Textile Services segment
and the Manufacturing and Marketing segment and by increased interest costs
because of higher debt levels associated with acquisitions made during the
last couple of years. A small drop in operating costs was not enough to
offset the decline in combined sales and textile service revenues and in
gross margins.
First quarter revenues of the Textile Services segment increased 0.5
percent, but when acquisitions made since the first quarter of last year are
excluded, revenues were down 2.8 percent. The Textile Services segment had
a modest drop in earnings, which was more than accounted for by the poor
results of two of the laundry plants that are scheduled to be closed in the
second quarter, combined with the decline in earnings of the Las Vegas plant
caused by the previously-reported loss of a large non-health care customer
at midyear last year. We have already made up some of the revenue loss at
Las Vegas and expect to fully make up the loss with new customers presently
scheduled to be installed in the second and third quarters. The cumulative
effect over the past several years of price reductions to our health care
customers continues to have negative effects on operating results of this
segment, although the pace of the margin squeeze appears to be abating. We
continue to have conversations with quite a number of hospitals that own
their own laundries or belong to co-op laundries which are interested in our
lower cost outsourcing alternative. During the first quarter, we had good
results in adding new business, which we expect will have a positive impact
on results the rest of the year. The first quarter of last year was by far
the best for the Textile Services segment, and we expect its earnings to
show improvement in all three of the remaining quarters of this year.
Sales of the Manufacturing and Marketing business in the first quarter
declined 5.3 percent compared with the same quarter last year, and earnings
were down more significantly than the sales decrease. Earnings declines in
the United States and United Kingdom were partially offset by an earnings
improvement in Canada. In the United States, Angelica Image Apparel's sales
7
decline can be attributed to a drop in shipments to one customer that had a
major rollout of a new program in the first quarter of last year which did
not repeat in the first quarter of this year. The Image Apparel division
continues to do business with this customer, but not at the volume levels
that were achieved in the first quarter of last year. A small decline in
gross margin percentage due to a change in sales mix was partially offset by
reduced operating expenses in this business segment. Incoming business in
the United States was up slightly over the first quarter of last year, with
the health care market showing the strongest gain. Even though the Canadian
operations had a sales decline in the first quarter, improved gross margins,
together with excellent control of operating expenses, caused them to have a
good earnings increase. At our operations in England, however, a drop in
sales volume combined with lower margins caused a loss in the first quarter
compared with profits last year. Improving incoming business levels at the
Angelica Image Apparel division, combined with continuing good cost control,
lead us to expect improving earnings in the Manufacturing and Marketing
business during the remainder of this fiscal year.
First quarter sales of Life Retail Stores increased 9.9 percent as this
segment achieved an 8.1 percent same-store sales gain in the period.
Earnings increased at a significantly more rapid rate than the sales
increase. The trend of acute care hospitals to no longer purchase uniforms
for their employees and to send them to purchase at retail instead continues
to help Life achieve record quarterly sales levels. During the first
quarter, Life acquired two stores, closed two stores and was operating 269
stores compared with 267 at the same time last year. Life Retail Stores had
an excellent first quarter, and while we do not expect them to maintain this
same pace, we do look forward to this segment having continued success
throughout this fiscal year.
As the first quarter ended, we were near completion of the equipping of a
large new laundry plant in Rockmart, Georgia, which is scheduled to open in
the next few weeks. This plant will replace two older, less efficient
plants in the area, and will also permit more economical handling of
increased volume levels achieved in this region over the last couple of
years. We look forward to this plant being an important profit producer in
the very near future.
As noted above, first quarter results were slightly better than we had
expected them to be as we entered the new year. While we are never pleased
with a decline in earnings, we know that we are moving in the right
direction, and the plans we set down during the latter part of last year are
being well executed. We believe that the health care market, more than ever
before, is recognizing the benefits offered by Angelica to help reduce their
costs. This, combined with good economic conditions in the other markets we
serve, bodes well for future operating results. We continue to believe that
the fundamentals of our businesses remain sound, and for the remainder of
this current year, we expect to experience good increases in earnings.
Respectfully submitted,
/s/ Lawrence J. Young
Lawrence J. Young
Chairman of the Board and President
8
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands, except per share amounts)
First Quarter Ended
-------------------------------------
April 27, 1996 April 29, 1995
-------------- --------------
Textile service revenues $ 65,212 $ 64,904
Net sales 56,429 58,923
-------- --------
121,641 123,827
-------- --------
Cost of textile services 52,038 51,202
Cost of goods sold 37,169 39,330
-------- --------
89,207 90,532
-------- --------
Gross profit 32,434 33,295
-------- --------
Selling, general and
administrative expenses 24,449 24,587
Interest expense 2,350 2,095
Other expense, net 704 1,023
-------- --------
27,503 27,705
-------- --------
Income before income taxes 4,931 5,590
Provision for income taxes 1,874 2,152
-------- --------
Net income $ 3,057 $ 3,438
======== ========
Net income per share <F*> $ .33 $ .38
======== ========
Dividends per common share $ .24 $ .235
======== ========
<FN>
<F*> Based upon weighted average number of common and common equivalent shares
outstanding of 9,152,884 and 9,133,733 for fiscal periods of 1997 and 1996,
respectively.
9
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
April 27, 1996 January 27, 1996
-------------- ----------------
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 9,301 $ 11,029
Receivables, less reserves of $3,038 and $2,687 67,075 67,164
Inventories:
Raw material 23,299 27,612
Work in progress 7,354 6,033
Finished goods 72,752 70,412
-------- --------
103,405 104,057
Linens in service 41,570 40,295
Prepaid expenses 4,345 4,036
-------- --------
Total Current Assets 225,696 226,581
-------- --------
Property and Equipment 200,563 194,007
Less -- reserve for depreciation 106,305 103,213
-------- --------
94,258 90,794
-------- --------
Goodwill 8,274 8,384
Other acquired assets 9,091 9,714
Cash surrender value of life insurance 12,820 12,595
Miscellaneous 6,708 5,159
-------- --------
36,893 35,852
-------- --------
Total Assets $356,847 $353,227
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 2,681 $ 2,681
Accounts payable 15,823 17,238
Accrued expenses 28,067 25,302
Income taxes 1,745 317
-------- --------
Total Current Liabilities 48,316 45,538
-------- --------
Long-Term Debt, less current maturities 100,061 100,103
Other Long-Term Obligations 17,650 18,056
Shareholders' Equity:
Preferred Stock:
Class A, Series 1, $1 stated value,
authorized 100,000 shares, outstanding: None -- --
Class B, authorized 2,500,000 shares, outstanding: None -- --
Common stock, $1 par value, authorized 20,000,000
shares, issued: 9,471,538 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 188,095 187,328
Translation adjustment (2,341) (2,439)
Common Stock in treasury, at cost: 314,118 and 330,030 (8,602) (9,027)
-------- --------
190,820 189,530
-------- --------
Total Liabilities and Shareholders' Equity $356,847 $353,227
======== ========
10
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
First Quarter Ended
---------------------------------
April 27, 1996 April 29, 1995
-------------- --------------
Cash Flows from Operating Activities
Net income $ 3,057 $ 3,438
Non-cash items included in net income:
Depreciation 3,190 3,456
Amortization of acquisition costs 831 1,074
Change in working capital components,
net of businesses acquired 2,008 (3,520)
Other, net (1,272) (872)
------- -------
Net cash provided by operating activities 7,814 3,576
------- -------
Cash Flows from Investing Activities
Expenditures for property and equipment, net (6,986) (2,017)
Cost of businesses acquired (149) (159)
------- -------
Net cash used in investing activities (7,135) (2,176)
------- -------
Cash Flows from Financing Activities
Proceeds from issuance of short-term debt -- 300
Dividends paid (2,198) (2,147)
Other, net (209) 610
------- -------
Net cash used in financing activities (2,407) (1,237)
------- -------
Net increase (decrease) in cash and
short-term investments (1,728) 163
Balance at beginning of year 11,029 2,211
------- -------
Balance at end of period $ 9,301 $ 2,374
======= =======
11
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
(In thousands, except ratios, shares and per share amounts)
(Unaudited) Year Ended January<F*>
--------------------- --------------------------------------------------------
April 27, April 29,
1996 1995 1996 1995 1994 1993 1992
--------- --------- -------- -------- -------- -------- --------
Working capital $177,380 $154,215 $181,043 $150,734 $157,188 $161,129 $160,379
Current ratio 4.7 to 1 3.2 to 1 5.0 to 1 3.2 to 1 4.0 to 1 4.7 to 1 4.2 to 1
Long-term debt $100,061 $69,560 $100,103 $69,683 $72,255 $78,175 $80,506
Shareholders' equity $190,820 $198,684 $189,530 $196,660 $191,993 $189,209 $190,303
Percent long-term debt to
debt and equity 34.4% 25.9% 34.6% 26.2% 27.3% 29.2% 29.7%
Equity per common share $20.84 $21.75 $20.73 $21.57 $21.13 $20.88 $20.43
Common shares outstanding 9,157,420 9,134,187 9,141,508 9,118,912 9,086,034 9,063,834 9,315,535
<FN>
<F*> As reported in Company's Annual Report.
12
PART II. OTHER INFORMATION
ANGELICA CORPORATION AND SUBSIDIARIES
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
first quarter ended April 27, 1996
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 thereunto duly authorized.
Angelica Corporation
--------------------
(Registrant)
Date: May 31, 1996 /s/ T. M. Armstrong
---------------------------------
T. M. Armstrong
Senior Vice President -
Finance and Administration
Chief Financial Officer
(Principal Financial Officer)
/s/ L. Linden Mann
---------------------------------
L. Linden Mann
Controller
(Principal Accounting Officer)
6
13
EXHIBIT INDEX
- -------------
Exhibit
Number Exhibit
- ------ -------
<FN>
<F*>Asterisk indicates exhibits filed herewith.
<F**>Management contract or compensatory plan incorporated
by reference from the document listed.
3.1 Restated Articles of Incorporation of the Company, as
currently in effect. Said Articles were last filed as
and are incorporated herein by reference to Exhibit 3.1
to the Form 10-K for the fiscal year ended 1/26/91.
3.2 Current By-Laws of the Company, as last amended May 24,
1994. Said By-Laws were last filed as and are
incorporated herein by reference to Exhibit 3.2 to the
Form 10-K for the fiscal year ended 1/28/95.
4.1 Shareholder Protection Rights Plan. Filed as
Registration Statement on Form 8-A dated August 24, 1988
and incorporated herein by reference.
4.2 10.3% and 9.76% Senior Notes to insurance company due
annually to 2004, together with Note Facility Agreement.
Filed as and incorporated herein by reference to Exhibit
4.2 to the Form 10-K for the fiscal year ended 1/27/90.
4.3 9.15% Senior Notes to insurance companies due December
31, 2001, together with Note Agreements and First
Amendment thereto. Filed as and incorporated herein by
reference to Exhibit 4.3 to the Form 10-K for the fiscal
year ended 2/1/92.
4.4 8.225% Senior Notes to Nationwide Life Insurance Company,
American United Life Insurance Company, Aid Association
for Lutherans, and Modern Woodmen of America due May 1,
2006, together with Note Agreement. Filed as and
incorporated herein by reference to Exhibit 4.4 to the
Form 10-Q for the fiscal quarter ended July 29, 1995.
4.5 Uncommitted Shelf Agreement dated March 1, 1996 for
Senior Notes to insurance company, together with
Amendment Agreement No. 1 to Note Facility Agreement
referred to in Exhibit 4.2 above. Filed as and
incorporated herein by reference to Exhibit 4.5 to the
Form 10-K for the fiscal year ended 1/27/96.
4.6 Term Loan Agreement between Angelica Corporation and The
First National Bank of Boston dated as of October 2,
1995. Filed as and incorporated herein by reference to
Exhibit 4.6 to the Form 10-K for the fiscal year ended
1/27/96.
7
14
Exhibit
Number Exhibit
- ------ -------
<FN>
Note: No other long-term debt instrument issued by the
Registrant exceeds 10% of the consolidated total assets of
the Registrant and its subsidiaries. In accordance with
Item 601(b) (4) (iii) (A) of Regulation S-K, the Registrant
will furnish to the Commission upon request copies of long-
term debt instruments and related agreements.
10.1 Angelica Corporation 1994 Performance Plan (as amended
1/31/95) - Form 10-K for fiscal year ended 1/28/95,
Exhibit 10.1.<F**>
10.2 Retirement Benefit Agreement between the Company and Alan
D. Wilson dated August 25, 1987 - Form 10-K for fiscal
year ended 1/28/95, Exhibit 10.2.<F**>
10.3 Form of Participation Agreement for the Angelica
Corporation Management Retention and Incentive Plan with
attachment setting out officers covered under such
agreements and the "Benefit Multiple" listed for each -
Form 10-K for fiscal year ended 1/30/93, Exhibit 10.3.<F**>
10.4 Angelica Corporation Stock Option Plan (As amended
November 29, 1994)- Form 10-K for fiscal year ended
1/28/95, Exhibit 10.7.<F**>
10.5 Angelica Corporation Stock Award Plan - Form 10-K for
fiscal year ended 2/1/92, exhibit 10.<F**>
10.6 Angelica Corporation Retirement Savings Plan, as amended
and restated - Form 10-K for fiscal year ended 1/27/90,
exhibit 19.3, incorporating all amendments thereto
through the date of this filing.<F**>
10.7 Supplemental Plan - Form 10-K for fiscal year ended
1/27/90, exhibit 19.10, incorporating all amendments
thereto through the date of this filing.<F**>
10.8 Incentive Compensation Plan (restated) - Form 10-K for
fiscal year ended 1/27/90, exhibit 19.11.<F**>
10.9 Deferred Compensation Option Plan for Selected Management
Employees - Form 10-K for fiscal year ended 1/26/91,
exhibit 19.9, incorporating all amendments thereto filed
through the date of this filing.<F**>
10.10 Deferred Compensation Option Plan for Directors - Form
10-K for fiscal year ended 1/26/91, exhibit 19.8,
incorporating all amendments thereto filed through the
date of this filing.<F**>
8
15
Exhibit
Number Exhibit
- ------ -------
10.11 Supplemental and Deferred Compensation Trust - Form 10-K
for fiscal year ended 2/1/92, exhibit 19.5.<F**>
10.12 Management Retention Trust - Form 10-K for fiscal year
ended 2/1/92, exhibit 19.4.<F**>
10.13 Performance Shares Plan for Selected Senior
Management (restated) - Form 10-K for fiscal year ended
1/26/91, exhibit 19.3.<F**>
10.14 Management Retention and Incentive Plan (restated) - Form
10-K for fiscal year ended 1/26/91, exhibit 19.1.<F**>
10.15 Non-Employee Directors Stock Plan - Form 10-K for fiscal
year ended 1/27/90, exhibit 10.3, incorporating all
amendments thereto through the date of this filing.<F**>
10.16 Restated Deferred Compensation Plan for Non-Employee
Directors - Form 10-K for fiscal year ended 1/28/84,
exhibit 10 (v), incorporating all amendments thereto
through the date of this filing.<F**>
10.17 Restated Angelica Corporation Stock Bonus and Incentive
Plan (Incorporating Amendments Adopted Through October
25, 1994)- Form 10-K for fiscal year ended 1/28/95,
Exhibit 10.20, incorporating all amendments thereto
through the date of this filing.<F**>
10.18 Angelica Corporation Pension Plan as Amended and Restated
- Form 10-K for fiscal year ended 1/26/91, exhibit 19.7,
incorporating all amendments thereto through the date of
this filing.<F**>
10.19 Angelica Corporation 1994 Non-Employee Directors Stock
Plan, incorporated by reference to Appendix A of the
Company's Proxy Statement for the Annual Meeting of
Shareholders held on May 23, 1995.<F**>
10.20 Specimen form of Stock Option Agreement under the
Angelica Corporation Stock Option Plan - Form 10-K for
fiscal year ended 1/27/96, exhibit 10.20.<F**>
10.21 Specimen form of Stock Option Agreement under the
Angelica Corporation 1994 Performance Plan - Form 10-K
for fiscal year ended 1/27/96, exhibit 10.21.<F**>
27 Financial Data Schedule<F*>
9