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
May 2, 1998 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 8, 1998 was 9,201,319 shares.
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ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR MAY 2, 1998 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 May 2, 1998 and
April 26, 1997 3
Consolidated Balance Sheets -
May 2, 1998 and January 31, 1998 4
Consolidated Statements of Cash Flows -
First Quarter Ended May 2, 1998
and April 26, 1997 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 6-12
3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED MAY 2, 1998
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be
read in conjunction with the fiscal 1998 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 May 2, 1998, 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.
2
4
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED MAY 2, 1998
Analysis of Operations
- ----------------------
Combined sales and textile service revenues increased 1.0 percent compared
with last year's first quarter, and net income was up 22.9 percent. Revenues
of the Textile Services segment decreased 7.9 percent in the first quarter
with the decrease largely due to the sale of the Las Vegas casino laundry
business in November last year. Earnings of this segment increased 10.2
percent as a result of the Las Vegas sale and better margins. First quarter
sales of the Manufacturing and Marketing segment increased 13.3 percent
compared with the same quarter last year, and earnings increased 341.9
percent. The U.S. operations of this segment had a significant earnings
increase while the foreign operations were essentially the same as last year.
Life Retail Stores had a 2.1 percent increase in sales, as a result of
acquisitions and new store additions made in the past year offset by a 1.3
percent decline in same-store sales. Earnings decreased 22.2 percent largely
due to the decline in same-store sales.
Selling, general and administrative expenses increased 3.6 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
20.5 percent to 21.1 percent in the first quarter. The growth in the number
of Life Retail Stores (whose selling, general and administrative expenses are
a much larger percentage of sales than in either of the other two business
segments) has contributed to the increase in selling, general and
administrative expenses as a percent to combined sales and revenues.
Financial Condition
- -------------------
The Company had working capital of $140,386,000 and a current ratio of 2.7 to
1 at May 2, 1998, down from $158,319,000 and 3.0 to 1 a year ago and compared
with $141,999,000 and 2.6 to 1 at the beginning of the year. The ratio of
long-term debt to debt-plus-equity was 35.2 percent at the close of the first
quarter, compared with 35.7 percent at the beginning of the year and 34.5
percent a year ago.
Operating activities provided a total cash flow of $6,764,000 in first
quarter compared with a use of cash of $908,000 in the first quarter last
year, with the increase being due to higher net income and decreased
requirements for working capital. Cash used in investing activities
decreased from $12,134,000 a year ago to $3,912,000 in the current quarter.
Last year's amounts included capital expenditures for two new laundry
facilities and the acquisition of a cooperative laundry in southern
California. Financial activities reflect the normal sinking fund payments of
long-term debt, $1,300,000 paydown of short-term debt and the payment of
dividends. No material change in the Company's future aggregate cash
requirements is
3
5
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
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
[Angelica logo] Tel: 314.854.3800
May 22, 1998
Dear Shareholder:
I am pleased to report that Angelica has begun fiscal 1999 with volume and
earnings up as compared with the first quarter last year.
First quarter combined sales and textile service revenues were $128,665,000,
an increase of 1.0 percent from $127,357,000 in last year's first quarter.
Pretax income of $3,917,000 compared with last year's $3,187,000, and net
income of $2,428,000 was up 22.9 percent from the $1,976,000 earned in the
first quarter last year. Net income per share was $.26 versus $.22 in the
comparable quarter last year.
The Textile Services segment had a decline in first quarter revenues --
$65,856,000 compared with $71,534,000 last year, a 7.9 percent reduction.
This decline was largely due to the divestiture of the Las Vegas casino
laundry business. Operating earnings, on the other hand, increased by 10.2
percent to $5,009,000 from $4,544,000 last year. The Textile Services segment
had a good first quarter, and we look forward to a continuation of these
improved results over the remaining quarters of the year.
The Manufacturing and Marketing segment's first quarter exceeded our
expectations and showed good improvement relative to last year. Sales were
$48,032,000 in the first quarter compared with $42,412,000 last year, an
increase of 13.3 percent. Quarterly operating earnings were up significantly
at $1,654,000 compared with $374,000 last year, an increase of 341.9 percent.
While we still have a long way to go to achieve satisfactory operating
margins in this segment, the margins achieved in the first quarter this year
were the highest since the first quarter of fiscal year 1997.
Life Retail Stores had poor results for the quarter, with earnings below last
year's comparable quarter. Sales for the quarter were $20,798,000, up 2.1
percent compared with $20,369,000 last year. Operating earnings were
$1,510,000 compared with $1,942,000, a decline of 22.2 percent. Without new
store openings and acquisitions, Life's sales would have been below last
year, as same-store sales declined by 1.3 percent. This was caused both by a
slackening of demand and by lower prices per unit sold. Earnings were
negatively affected by the aforementioned unit price decline and by higher
operating costs due to a larger number of new stores.
Our efforts to improve asset use efficiency showed good results in the first
quarter this year. Accounts receivable dropped by $2,152,000 since the end
of last year, and days outstanding of 58 were lower by three days.
Inventories, although still too high, were down as well by $2,047,000 in the
quarter, and linens in service were $1,075,000 lower. Altogether, reductions
of these three working capital accounts provided $5,274,000 in cash flow.
Total cash flow from operating activities was a strong $6,764,000 in the
first quarter.
We are continuing our efforts to add value at Angelica. We are in the
process of strategically evaluating each of our businesses. As a
consequence, we have identified some areas where value can be added rather
quickly, others where opportunities exist but will take some time to
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change before value can be added. We also have found some areas where value
was, in fact, being destroyed. We are programming those out with a great
deal of urgency.
As mentioned above, we are focusing our efforts to improve asset use
efficiency. Our inventories and accounts receivable are simply too high.
Our goal is to reduce substantially the level of inventories in our
Manufacturing and Marketing segment. We also have some closed facilities
which we will be converting to cash as the year progresses. We are asking
the segment Presidents to continue their efforts to improve revenue
generation per dollar of assets employed. As discussed in the Annual Report,
return on net assets (RONA) is a performance measure now in use at the
operating segment level which will be the basis for compensation plans in the
future.
The strategic planning process is also surfacing some opportunities for
future growth. There are some existing markets which our three segments
could serve more effectively and other new markets which offer reasonable
opportunities for sales and revenue growth as well as increased operating
earnings. Acquisitions will still play an important part in our future
growth. Life Stores has acquired five stores in the first quarter, with more
planned for the remainder of this year. Textile Services is in the process
of adding staff to manage their business better and to prepare to participate
in the industry consolidation as it continues to take place. We are not
planning any acquisitions for the Manufacturing and Marketing segment.
The healthcare market is still our primary focus, and the demand there
appears to be strong. The pricing and margin pressures experienced over the
last several years as the industry consolidated into larger buying groups
with more purchasing "clout" appear to have abated somewhat. This is
encouraging, as higher investment returns in this market segment are required
for us to reinvest for the future.
Based on the first quarter's results and the opportunities which are
unfolding in our strategic planning process, we are confident that we will
achieve our plans for the year. We are mindful of the challenges which
exist, but as we continue our efforts to add value for our customers through
the efforts of our associates, we expect to add value for you, our
shareholders, as well. We believe fiscal 1999 will show a significant
improvement in value addition over fiscal 1998.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and
Chief Executive Officer
8
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
First Quarter Ended
-------------------------------------
May 2, 1998 April 26, 1997
----------- --------------
Textile service revenues $ 65,856 $ 71,534
Net sales 62,809 55,823
-------- --------
128,665 127,357
-------- --------
Cost of textile services 52,255 57,883
Cost of goods sold 41,933 36,800
-------- --------
94,188 94,683
-------- --------
Gross profit 34,477 32,674
-------- --------
Selling, general and
administrative expenses 27,097 26,164
Interest expense 2,654 2,553
Other expense, net 809 770
-------- --------
30,560 29,487
-------- --------
Income before income taxes 3,917 3,187
Provision for income taxes 1,489 1,211
-------- --------
Net Income $ 2,428 $ 1,976
======== ========
Basic and diluted earnings per share<F*> $ 0.26 $ 0.22
======== ========
Dividends per common share $ 0.24 $ 0.24
======== ========
Comprehensive income consisting of net income and foreign currency translation
adjustments, totaled $2,636 and $1,808 for the quarters ended May 2, 1998 and
April 26, 1997, respectively.
<FN>
<F*> Based upon weighted average number of common and common equivalent shares
outstanding of 9,229,683 and 9,141,011 for fiscal periods of 1999 and 1998,
respectively.
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CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
May 2, 1998 January 31, 1998
----------- ----------------
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 1,008 $ 2,833
Receivables, less reserve of $2,974 and $2,510 67,313 69,465
Inventories:
Raw material 22,166 25,577
Work in progress 6,889 6,811
Finished goods 72,989 71,703
-------- --------
102,044 104,091
Linens in service 41,547 42,622
Prepaid expenses 4,602 4,634
Income taxes 4,694 5,766
-------- --------
Total Current Assets 221,208 229,411
-------- --------
Property and Equipment 222,689 219,831
Less -- reserve for depreciation 114,801 111,638
-------- --------
107,888 108,193
-------- --------
Goodwill 7,425 7,533
Other acquired assets 8,826 9,082
Cash surrender value of life insurance 16,723 16,485
Miscellaneous 7,958 8,005
-------- --------
40,932 41,105
-------- --------
Total Assets $370,028 $378,709
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-term debt $ 25,800 $ 27,100
Current maturities of long-term debt 3,287 3,287
Accounts payable 20,835 21,980
Accrued expenses 30,900 35,045
-------- --------
Total Current Liabilities 80,822 87,412
-------- --------
Long-Term Debt, less current maturities 94,973 96,742
Other Long-Term Obligations 19,305 20,447
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 170,207 170,098
Accumulated other comprehensive income (1,954) (2,162)
Common Stock in treasury, at cost: 276,857 and 293,482 (6,993) (7,496)
-------- --------
174,928 174,108
-------- --------
Total Liabilities and Shareholders' Equity $370,028 $378,709
======== ========
10
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
First Quarter Ended
------------------------------------
May 2, 1998 April 26, 1997
----------- --------------
Cash Flows from Operating Activities:
Net income $ 2,428 $ 1,976
Non-cash items included in net income:
Depreciation 3,353 3,369
Amortization of acquisition costs 852 922
Change in working capital components,
net of businesses acquired 1,464 (5,964)
Other, net (1,333) (1,211)
------- -------
Net cash provided by (used in) operating activities 6,764 (908)
------- -------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (2,415) (5,513)
Cost of businesses acquired (1,497) (6,621)
------- -------
Net cash used in investing activities (3,912) (12,134)
------- -------
Cash Flows from Financing Activities:
Long-term and short-term debt payments (3,069) (381)
Proceeds from issuance of short-term debt -- 12,300
Dividends paid (2,203) (2,195)
Debt assumed in acquisition -- 3,000
Other, net 595 119
------- -------
Net cash provided by (used in) financing activities (4,677) 12,843
------- -------
Net increase (decrease) in cash and
short-term investments (1,825) (199)
Balance at beginning of year 2,833 2,122
------- -------
Balance at end of period. $ 1,008 $ 1,923
======= =======
Supplemental cash flow information:
Income taxes paid $ 249 $ 526
Interest paid $ 4,406 $ 1,529
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BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
First Quarter Ended
-------------------------------------
May 2, 1998 April 26, 1997
----------- --------------
Sales and textile service revenues:
Textile services $ 65,856 $ 71,534
Manufacturing and marketing 48,032 42,412
Retail sales 20,798 20,369
Intersegment sales (6,021) (6,958)
-------- --------
$128,665 $127,357
======== ========
Earnings:
Textile services $ 5,009 $ 4,544
Manufacturing and marketing 1,654 374
Retail sales 1,510 1,942
Interest, corporate expenses and other, net (4,231) (3,673)
Eliminations (25) --
-------- --------
$ 3,917 $ 3,187
======== ========
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
First Quarter Ended
-------------------------------------
May 2, 1998 April 26, 1997
----------- --------------
Working capital $ 140,386 $ 158,319
Current ratio 2.7 to 1 3.0 to 1
Long-term debt $ 94,973 $ 99,436
Shareholders' equity $ 174,928 $ 189,141
Percent long-term debt to debt and equity 35.2% 34.5%
Equity per common share $ 19.02 $ 20.68
Common shares outstanding 9,194,681 9,146,789
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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 7-12.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
first quarter ended May 2, 1998
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 8, 1998 /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)
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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 24, 1998.
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
1/31/98.<F**>
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
7
14
Exhibit
Number Exhibit
- ------ -------
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 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 fiscal year ended 1/25/97,
Exhibit 10.3.<F**>
8
15
Exhibit
Number Exhibit
- ------ -------
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. The last amendment thereto was filed as Exhibit 10.36 to
Form 10-K for fiscal year ended 1/31/98.<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**>
9
16
Exhibit
Number Exhibit
- ------ -------
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. 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, and incorporating all amendments thereto through the date
of this
10
17
Exhibit
Number Exhibit
- ------ -------
filing. The last amendment thereto was filed as Exhibit 10.35 to
Form 10-K for fiscal year ended 1/31/98.<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 1/31/98, Exhibit
10.22.<F**>
10.23 Employment Agreement between the Company and Lawrence J. Young,
dated September 29, 1997 - Form 10-Q for fiscal quarter ended
10/25/97, 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**>
11
18
Exhibit
Number Exhibit
- ------ ------
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 - Form 10-Q for fiscal quarter ended 4/26/97,
Exhibit 10.29.<F**>
10.30 Employment Agreement between the Company and Don W. Hubble, dated
December 12, 1997 - Form 10-K for fiscal year ended 1/31/98,
Exhibit 10.30.<F**>
10.31 Retirement Benefit Agreement between the Company and Don W. Hubble
dated January 1, 1998 - Form 10-K for fiscal year ended 1/31/98,
Exhibit 10.31.<F**>
10.32 Non-Qualified Stock Option Agreement between the Company and Don
W. Hubble dated January 2, 1998 - Form 10-K for fiscal year ended
1/31/98, Exhibit 10.32.<F**>
10.33 Description of restricted stock granted to Don W. Hubble effective
January 2, 1998 - Form 10-K for fiscal year ended 1/31/98, Exhibit
10.33.<F**>
10.34 Consulting Agreement between the Company and L. F. Loewe, dated
February 1, 1998 - Form 10-K for fiscal year ended 1/31/98,
Exhibit 10.34.<F**>
27 Financial Data Schedule<F*>
12