1
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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 26, 1997 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 June 4, 1997 was 9,152,717 shares.
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2
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR APRIL 26, 1997 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 26, 1997 and
April 27, 1996 3
Consolidated Balance Sheets -
April 26, 1997 and January 25, 1997 4
Consolidated Statements of Cash Flows -
First Quarter Ended April 26, 1997
and April 27, 1996 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 6-11
3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED APRIL 26, 1997
(1) The accompanying consolidated condensed financial statements
are unaudited, and it is suggested that these consolidated
statements be read in conjunction with the fiscal 1997 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 26, 1997, 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 $526,000 and $395,000 in
the 1997 and 1996 periods, respectively; and in these periods
interest payments were $1,529,000 and $1,252,000,
respectively.
(4) The Financial Accounting Standards Board has issued Statement
128, Earnings per Share, effective for financial statements
for both interim and annual periods ending after December 15,
1997. Had the Company computed earnings per share using
statement 128 the earnings per share reported for each fiscal
period would not have changed.
2
4
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED APRIL 26, 1997
Analysis of Operations
First Quarter Ended
--------------------------
April 26, April 27,
1997 1996
--------- ---------
Sales and Textile Service Revenues
- ----------------------------------
Textile Services $ 71,534 $ 65,212
Manufacturing and Marketing 42,412 44,585
Retail Sales 20,369 18,548
Intersegment Sales (6,958) (6,704)
-------- --------
$127,357 $121,641
======== ========
Gross Profit
- ------------
Textile Services $ 13,651 $ 13,174
Manufacturing and Marketing 8,008 9,152
Retail Sales 11,015 10,108
-------- --------
$ 32,674 $ 32,434
======== ========
Combined sales and textile service revenues increased 4.7 percent compared with
last year's first quarter, and gross profit was up 0.7 percent. Revenues of the
Textile Services segment increased 9.7 percent in the first quarter, and
excluding acquisitions the increase was 5.9 percent. First quarter margins for
this segment were down modestly compared with the first quarter last year due to
a continuation of margin pressure from hospital customers. Poor performance at
a few plants continued to lower results, but efforts are continuing to be made
to correct this. First quarter results also benefited from the acquisition of a
co-op laundry in southern California with approximately $12,000,000 in annual
revenues. First quarter sales of the Manufacturing and Marketing segment
decreased 4.9 percent compared with the same quarter last year, and gross profit
decreased 12.5 percent. The U.S. operations of this segment had an earnings
decline partially offset by an increase in earnings of the foreign operations.
Sales in the U.S. were down due to fewer new uniform programs, slower sales to
healthcare markets and slower-than-expected development of new sales from the
Premier contract. Life Retail Stores had a 9.8 percent increase in sales
and 9.0 percent increase in gross profit, resulting from a 3.8 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 increased 7.0 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 20.1 percent to 20.5
percent in the first quarter. The Manufacturing and Marketing segment has
increased its sales and marketing efforts, including catalogs to get products
and capabilities in front of more potential buyers. These costs, together with
the growth of Life Retail Stores (whose selling, general and administrative
expenses are a much larger percentage of
3
5
sales than in either of the other two business segments) have contributed to the
increase in selling, general and administrative expenses as a percent to
combined sales and revenues. Interest expense was $203,000 higher in the
quarter as a result of higher debt levels associated with acquisitions made
during the last year.
FINANCIAL CONDITION
- -------------------
The Company had a working capital of $158,319,000 and a current
ratio of 3.0 to 1 at April 26, 1997, down from $177,380,000 and 4.7
to 1 a year ago and compared with $163,015,000 and 3.3 to 1 at the
beginning of the year. The ratio of long-term debt to debt-plus-
equity was 34.5 percent at the close of the first quarter,
approximately the same as a year ago and up from 34.0 percent at
the beginning of the year.
Operating activities used a total cash flow of $908,000 in the
first quarter compared with providing $7,814,000 in the first
quarter last year, with the decrease being due to lower net income
and increased requirements for working capital. Cash used in
investing activities increased to $12,134,000 compared with
$7,135,000 a year ago. Included in investing activities were
capital expenditures of $5,513,000 (primarily two new laundry
facilities to be completed later this year to replace existing
facilities) and $6,621,000 for acquisition expenditures. Cash flow
provided by financing activities was a net $12,843,000 this year,
with $12,300,000 in new short-term financing and $3,000,000 of
assumed debt in acquisition being offset by $2,195,000 of dividends
paid. 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
[LETTERHEAD OF ANGELICA CORPORATION]
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Angelica(R) Tel: 314.854.3800
May 15, 1997
Dear Shareholder:
As we expected, first quarter results were below the first quarter last year
- -- the strongest quarter we had in terms of earnings last year. However, we
are encouraged to note that results did show improvement compared with the
fourth quarter last year.
First quarter combined sales and textile service revenues were $127,357,000,
an increase of 4.7 percent from $121,641,000 in last year's first quarter.
Pretax income of $3,187,000 compared with last year's $4,931,000, and net
income of $1,976,000 was down from the $3,057,000 earned in the first quarter
last year. Net income per share was $.22 versus $.33 in the first quarter of
last year, a decrease of 33.3 percent.
Nearly all -- over 80 percent -- of the drop in first quarter earnings was
caused by poor results in the U.S. operations of the Manufacturing and
Marketing segment. Life Retail Stores continues to post significantly
improved results with an excellent increase in first quarter earnings, and
Textile Services, while having a slight decline compared with last year's
first quarter, showed improvement from the fourth quarter last year. Interest
costs increased because of higher debt levels associated with acquisitions
made during the last year.
First quarter revenues of the Textile Services segment increased 9.7 percent,
with about 40 percent of that increase being the result of acquisitions made
during the last twelve months. The remainder of the revenue increase was due
to implementation of some price increases plus addition of new customers, as
this quarter's organic growth was the best in over five years. Margins and
earnings in the first quarter were down modestly compared with the first
quarter last year due to a continuation of margin pressure from hospital
customers, but were better than any of the last three quarters of last year.
Poor performance at a few plants is still hindering results, but efforts are
continuing to be made to correct this. First quarter results also benefitted
from the acquisition of Automated Health System Laundry (AHSL), a co-op
laundry in southern California with about $12,000,000 in annual revenues.
Customers and revenues from this acquisition were absorbed by existing
Angelica plants in the area, and the positive effect of these incremental
revenues on earnings is expected to be even greater in future quarters. Our
new plant in Rockmart, Georgia continues to exceed our expectations, and we
are looking forward to completion in the second and third quarters of two
additional new plants currently under construction in Edison, New Jersey and
Ooltewah, Tennessee. All three of these plants replace older, less efficient
plants nearby.
First quarter sales of Life Retail Stores increased 9.8 percent, as this
segment achieved in the period a 3.8 percent same-store sales gain in addition
to the positive effect on sales of acquisitions over the last twelve months.
Earnings increased at a more rapid rate than the sales increase. Our
merchandising staff continues to do an excellent job of filling the on-the-job
apparel needs of nurses and other health care professionals. At the end of
the quarter, Life was operating 285 stores, one less than at last year end.
While Life made no acquisitions during the first quarter, several are in
process and we are expecting this pace to pick up as we work to grow this
segment by acquisition even more rapidly than in recent years. Life Retail
Stores had an excellent first quarter, and we expect this business segment
will have comparable success throughout this fiscal year.
In the Manufacturing and Marketing businesses, first quarter sales declined
4.9 percent compared with the same quarter last year, and earnings were down
much more significantly than the sales
7
decline. Taken in the aggregate, sales and earnings of our foreign operations
- -- in Canada and the U.K. -- improved over the first quarter of last year. In
the United States, Angelica Image Apparel's sales declined for several
reasons. First, several large, new uniform programs which occurred in the
first quarter last year did not repeat, nor were there enough new programs
this year to offset this decline. Secondly, there continues to be an overall
softness in purchases by the health care market as they strive to reduce their
costs. And lastly, incoming business from the new Premier contract with the
Angelica/Standard Textile alliance, announced late last year, has not
developed nearly as fast as we had expected. However, early indications from
commitments made so far by the Premier hospitals, who have twelve months to
select a preferred supplier, show that as previously expected, increased
annual sales in the range of $7,500,000 to $10,000,000 are achievable once the
program is fully in place. Two other cost issues had an impact on earnings at
Angelica Image Apparel. First, we are increasing our marketing and
advertising efforts, including catalogs to get our products and capabilities
in front of more potential buyers. We are also expanding our sales efforts.
The other cost issue affecting first quarter results was a strike at two of
our principal manufacturing facilities in Missouri, employing approximately
360. We have operated these plants for over 40 years with no work
interruptions. The inability to settle this strike and the resulting ongoing
cost of these plants had a significant impact on this segment's results. We
have just recently announced our desire to close one of the two plants, and to
reduce operations at the other facility in order to turn it into a "quick
response" plant to service customers. This strike will continue to have some
negative impact on second quarter results, but hopefully not beyond. On a
positive note, we were recently notified by the New York City Transit
Authority that Angelica Image Apparel has been awarded its uniform contract
for the next five years. That contract will generate revenues of over
$20,000,000 and is expected to have a significant positive impact on sales and
earnings starting in the fourth quarter this year. A number of important
organizational and management changes have been made over the past six months
at the Image Apparel division, and these, together with many other actions we
have taken to improve the Manufacturing and Marketing business, are expected
to begin to provide benefits during the remainder of this year.
Although first quarter results were below last year, several things happened
that suggest improved performance in the future. Most important were the
better revenue and margins of the Textile Services segment, our largest profit
producer. Angelica Image Apparel's new uniform contract with New York City
Transit Authority plus the continuing excellent performance of Life Retail
Stores also are encouraging. Furthermore, the first quarter suggested
slightly reduced margin pressure from the health care market, and our other
markets are experiencing good economic conditions. We remain encouraged that
fiscal 1998 full-year results will show improvement over fiscal 1997.
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 26, 1997 April 27, 1996
-------------- --------------
Textile service revenues $ 71,534 $ 65,212
Net sales 55,823 56,429
-------- --------
127,357 121,641
-------- --------
Cost of textile services 57,883 52,038
Cost of goods sold 36,800 37,169
-------- --------
94,683 89,207
-------- --------
Gross profit 32,674 32,434
-------- --------
Selling, general and
administrative expenses 26,164 24,449
Interest expense 2,553 2,350
Other expense, net 770 704
-------- --------
29,487 27,503
-------- --------
Income before income taxes 3,187 4,931
Provision for income taxes 1,211 1,874
-------- --------
Net income $ 1,976 $ 3,057
======== ========
Net income per share<F*> $ .22 $ .33
======== ========
Dividends per common share $ .24 $ .24
======== ========
<FN>
<F*> Based upon weighted average number of common and common equivalent shares
outstanding of 9,141,011 and 9,152,884 for fiscal periods of 1998 and
1997, respectively.
9
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
April 26, 1997 January 25, 1997
-------------- ----------------
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 1,923 $ 2,122
Receivables, less reserves of $3,091 and $2,645 66,585 66,632
Inventories:
Raw material 31,313 30,961
Work in progress 5,442 6,366
Finished goods 76,453 74,129
-------- --------
113,208 111,456
Linens in service 50,593 47,544
Prepaid expenses 6,408 4,658
-------- --------
Total Current Assets 238,717 232,412
-------- --------
Property and Equipment 225,163 216,893
Less -- reserve for depreciation 117,189 114,063
-------- --------
107,974 102,830
-------- --------
Goodwill 7,840 7,951
Other acquired assets 9,185 8,814
Cash surrender value of life insurance 14,680 14,455
Miscellaneous 7,780 7,642
-------- --------
39,485 38,862
-------- --------
Total Assets $386,176 $374,104
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-term debt $ 27,700 $ 15,400
Current maturities of long-term debt 3,289 2,689
Accounts payable 18,261 21,551
Accrued expenses 28,762 28,337
Income taxes 2,386 1,420
-------- --------
Total Current Liabilities 80,398 69,397
-------- --------
Long-Term Debt, less current maturities 99,436 97,417
Other Long-Term Obligations 17,201 18,049
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 185,971 186,438
Translation adjustment (1,930) (1,763)
Common Stock in treasury,
at cost: 324,749 and 340,699 (8,568) (9,102)
-------- --------
189,141 189,241
-------- --------
Total Liabilities and Shareholders' Equity $386,176 $374,104
======== ========
10
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
First Quarter Ended
------------------------------------
April 26, 1997 April 27, 1996
-------------- --------------
Cash Flows from Operating Activities
Net income $ 1,976 $ 3,057
Non-cash items included in net income:
Depreciation 3,369 3,190
Amortization of acquisition costs 922 831
Change in working capital components,
net of businesses acquired (5,964) 2,008
Other, net (1,211) (1,272)
-------- --------
Net cash (used in) provided
by operating activities (908) 7,814
-------- --------
Cash Flows from Investing Activities
Expenditures for property and equipment, net (5,513) (6,986)
Cost of businesses acquired (6,621) (149)
-------- --------
Net cash used in investing activities (12,134) (7,135)
-------- --------
Cash Flows from Financing Activities
Proceeds from issuance of short-term debt 12,300 --
Dividends paid (2,195) (2,198)
Debt assumed in acquisition 3,000 --
Other, net (262) (209)
-------- --------
Net cash provided by (used in)
financing activities 12,843 (2,407)
-------- --------
Net increase (decrease) in cash and
short-term investments (199) (1,728)
Balance at beginning of year 2,122 11,029
-------- --------
Balance at end of period $ 1,923 $ 9,301
======== ========
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SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
(In thousands, except ratios, shares and per share amounts)
(Unaudited) Year Ended January<F*>
----------------------- -------------------------------------------------------------------
April 26, April 27,
1997 1996 1997 1996 1995 1994 1993
-------- ---------- ----------- ---------- ---------- ---------- ----------
Working capital $158,319 $177,380 $163,015 $181,043 $150,734 $157,188 $161,129
Current ratio 3.0 to 1 4.7 to 1 3.3 to 1 5.0 to 1 3.2 to 1 4.0 to 1 4.7 to 1
Long-term debt $99,436 $100,061 $97,417 $100,103 $69,683 $72,255 $78,175
Shareholders' equity $189,141 $190,820 $189,241 $189,530 $196,660 $191,993 $189,209
Percent long-term debt to
debt and equity 34.5% 34.4% 34.0% 34.6% 26.2% 27.3% 29.2%
Equity per common share $20.68 $20.84 $20.73 $20.73 $21.57 $21.13 $20.88
Common shares outstanding 9,146,789 9,157,420 9,130,839 9,141,508 9,118,912 9,086,034 9,063,834
<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
- -----------------------------------------
(a) See Exhibit Index included herein on page 7-11.
(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: June 4, 1997 /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
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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 February 25, 1997. Said
By-Laws were last filed as and are incorporated herein by reference to
Exhibit 3.2 to Form 10-K for fiscal year ended 1/25/97.
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
7
14
Exhibit
Number Exhibit
- ------ -------
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
hereby by reference to Exhibit 4.6 to the Form 10-K for the fiscal year
ended 1/27/96.
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 (filed as Exhibit 10.3 to the Form 10-K for
fiscal year ended 1/30/93 and incorporated herein by reference) with
revised schedule setting out executive officers covered under such
agreements and the "Benefit Multiple" listed for each - Form 10-K for
fisal year ended 1/25/97, 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
8
15
Exhibit
Number Exhibit
- ------ -------
1/27/90, Exhibit 19.3, incorporating all amendments thereto through the
date of this filing. The last amendment thereto was filed as Exhibit
10.22 to Form 10-Q for fiscal quarter ended 10/26/96.<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. The last amendment thereto was filed as Exhibit 10.31 to Form
10-K for fiscal year ended 1/25/97.<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. The last
amendment thereto was filed as Exhibit 10.34 to Form 10-K for fiscal
year ended 1/25/97.<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**>
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,
9
16
Exhibit
Number Exhibit
- ------ -------
Exhibit 10 (v), incorporating all amendments thereto through the date of
this filing. The last amendment thereto was filed as Exhibit 10.25 to
Form 10-K for the fiscal year ended 1/28/95.<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. The last amendment
thereto was filed as Exhibit 10.23 to Form 10-K for the fiscal year
ended 1/27/96.<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. The last amendment
thereto was filed as Exhibit 10.23 to Form 10-Q for fiscal quarter ended
7/27/96.<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 Form of Stock Option Agreement under the Angelica Corporation 1994
Performance Plan (filed as Exhibit 10.21 to Form 10-K for fiscal year
ended 1/27/96 and incorporated herein by reference) with four of the
Company's executive officers, together with schedule identifying the
officers and setting forth the material details in which the agreements
differ from the form of agreement that is filed - Form 10-K for fiscal
year ended 1/25/97, Exhibit 10.21.<F**>
10.22 Form of Indemnification Agreement between the Company and each of its
directors and executive officers, together with a schedule identifying
the directors and executive officers executing such agreements - Form
10-K for fiscal year ended 1/25/97, Exhibit 10.22.<F**>
10.23 Employment Agreement between the Company and Lawrence
10
17
Exhibit
Number Exhibit
- ------ -------
J. Young, dated November 27, 1996 - Form 10-K for fiscal year ended
1/25/97, Exhibit 10.23.<F**>
10.24 Employment Agreement between the Company and Theodore M. Armstrong,
dated November 27, 1996 - Form 10-K for fiscal year ended 1/25/97,
Exhibit 10.24.<F**>
10.25 Employment Agreement between the Company and Jill Witter, dated November
27, 1996 - Form 10-K for fiscal year ended 1/25/97, Exhibit 10.25.<F**>
10.26 Employment Agreement between the Company and L. Linden Mann, dated
November 27, 1996 - Form 10-K for fiscal year ended 1/25/97, Exhibit
10.26.<F**>
10.27 Employment Agreement between the Company and Alan D. Wilson, dated April
2, 1997 - Form 10-K for fiscal year ended 1/25/97, Exhibit 10.27.<F**>
10.28 Employment Agreement between the Company and Michael E. Burnham, dated
April 8, 1997 - Form 10-K for fiscal year ended 1/25/97, Exhibit
10.28.<F**>
10.29 Employment Agreement between the Company and Thomas M. Degnan, dated May
1, 1997.<F*>
27 Financial Data Schedule<F*>
11