SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 ON
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 26, 2002
Commission File Number 1-5674
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ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
(314) 854-3800
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS ISSUABLE PURSUANT
TO REGISTRANT'S SHAREHOLDER RIGHTS PLAN NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within 60 days prior to the
date of filing.
$129,854,945 MARCH 28, 2002
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(Value) (Date of Valuation)
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of March 28, 2002.
COMMON STOCK, $1.00 PAR VALUE, 8,621,006 SHARES OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT DATED APRIL 29, 2002
ARE INCORPORATED IN PART III.
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EXPLANATORY NOTE: This Amendment No. 1 on Form 10-K/A amends the
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Registrant's Annual Report on Form 10-K for the year ended January 26, 2002,
and is being filed solely for the purpose of amending Note 9 to the
Registrant's consolidated financial statements to correct in the second
paragraph the amount of compensation expense recognized in connection with
the Registrant's restricted stock and performance-based awards.
9. STOCK-BASED COMPENSATION PLANS
The Company has various stock option and stock bonus plans that provide for
the granting to certain employees and directors of incentive stock options,
non-qualified stock options, restricted stock and performance awards.
Options and awards have been granted at the fair market value at the date of
grant, although certain plans allow for awards to be granted at a price
below fair market value. Options are exercisable not less than six months
nor more than 10 years after the date of grant.
The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, in accounting for its plans. Accordingly, no compensation expense
has been recognized for its stock-based compensation plans other than for
restricted stock and performance-based awards, as to which the amounts
charged to expense in fiscal years 2002, 2001 and 2000 totaled $295,000,
$404,000 and $503,000, respectively.
A summary of the status of the Company's stock option plans for fiscal years
2002, 2001 and 2000 and changes during the years then ended is presented in
the table below:
2002 2001 2000
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Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
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Outstanding at beginning of year 906,150 $15.10 754,815 $20.18 674,175 $23.91
Granted 151,000 10.37 334,000 7.32 287,200 13.48
Exercised (3,625) 7.25 --- --- --- ---
Lapsed (78,500) 22.70 (182,665) 21.88 (206,560) 23.04
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Outstanding at end of year 975,025 $13.78 906,150 $15.10 754,815 $20.18
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Options exercisable at year end 473,511 $17.58 364,292 $21.70 320,797 $25.19
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Options available for future grant 302,253 431,982 656,945
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Weighted average fair value for
options granted during the year $ 2.81 $ 2.12 $ 3.15
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The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions
used for grants in fiscal 2002, 2001 and 2000, respectively: risk-free
interest rates of 5.2%, 6.8% and 6.1%; expected dividend yields of 4.5%,
4.4% and 4.2%; volatilities of 33.8%, 31.4% and 23.6%; and expected lives of
nine to 10 years in all periods. The range of exercise prices for the
975,025 options outstanding at year end was $7.25 to $26.63, and the
weighted-average remaining contractual life was 6.7 years.
Had compensation expense for stock-based compensation plans for 2002, 2001
and 2000 been determined consistent with SFAS No. 123, Accounting for
Stock-Based Compensation, the Company's net income and earnings per share
would approximate the pro forma amounts below (in thousands except per
share data):
2002 2001 2000
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Net (loss) income:
As reported $(22,709) $6,586 $5,274
Pro forma (23,139) 6,250 4,766
Basic (loss) earnings per share:
As reported $ (2.64) $ .76 $ .61
Pro forma (2.69) .72 .55
Diluted (loss) earnings per share:
As reported $ (2.62) $ .76 $ .61
Pro forma (2.67) .72 .55
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SFAS No. 123 does not apply to awards prior to 1996, nor are the effects of
its application in this disclosure indicative of the pro forma effect on net
income in future years.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned thereunto duly
authorized.
ANGELICA CORPORATION
(Registrant)
By: /s/ James W. Shaffer
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James W. Shaffer
Vice President and Treasurer
Date: April 11, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed below on the 11th day of
April, 2002 by the following persons in the capacities indicated.
By: * By: *
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Don W. Hubble T. M. Armstrong
Chairman, President and Senior Vice President-Finance
Chief Executive Officer and Administration and Chief
(Principal Executive Officer) Financial Officer (Principal
Financial Officer)
By: /s/ James W. Shaffer By: *
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James W. Shaffer David A. Abrahamson
Vice President and Treasurer Director
(Principal Accounting Officer)
By: * By: *
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Susan S. Elliott Alan C. Henderson
Director Director
By: * By: *
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Charles W. Mueller Stephen M. O'Hara
Director Director
By: * By: *
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William A. Peck Kelvin R. Westbrook
Director Director
<FN>
By his signature below, James W. Shaffer has signed this Amendment No. 1 on
Form 10-K/A on behalf of each person named above whose name is followed by
an asterisk, pursuant to power of attorney previously filed with the
Securities and Exchange Commission.
By: /s/ James W. Shaffer
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James W. Shaffer, as attorney-in-fact
Date: April 11, 2002
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EXHIBIT INDEX
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Exhibit
Number Description
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<FN>
* Incorporated by reference from the document listed.
** Previously filed.
3.1 Restated Articles of Incorporation of the Company, as currently in
effect. Filed as Exhibit 3.1 to the Form 10-K for the fiscal year
ended January 26, 1991.*
3.2 Current By-Laws of the Company, as last amended March 27, 2001.
Filed as Exhibit 3.2 to the Form 10-K for the fiscal year ended
January 27, 2001.*
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit 1 to
Registration Statement on Form 8-A on August 28, 1998.*
4.2 10.3% and 9.76% Senior Notes to insurance company due annually to
2004, together with Note Facility Agreement. Filed as Exhibit 4.2 to
the Form 10-K for the fiscal year ended January 27, 1990.*
4.3 8.225% Senior Notes to Nationwide Life Insurance Company, American
United Life Insurance Company, Aid Association for Lutherans
(reissued to Nimer & Co. as of August 1, 1998) and Modern Woodmen
of America due May 1, 2006, together with Note Agreement. Filed as
Exhibit 4.4 to the Form 10-Q for the fiscal quarter ended
July 29, 1995.*
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).
Filed as Exhibit 10.1 to the Form 10-K for fiscal year ended
January 28, 1995.*
10.2 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.**
10.3 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to the
Form 10-K for fiscal year ended February 1, 1992.*
10.4 Angelica Corporation Supplemental Plan restated as of
September 1, 2000. Filed as Exhibit 10.6 to the Form 10-Q for
fiscal quarter ended October 28, 2000.*
10.5 Deferred Compensation Option Plan for Selected Management Employees,
filed as Exhibit 19.9 to the Form 10-K for fiscal year ended
January 26, 1991. Amendment dated October 25, 1994 filed as Exhibit
10.27 to the form 10-K for fiscal year ended January 28, 1995; and
amendment dated February 25, 1997 filed as Exhibit 10.34 to the
Form 10-K for fiscal year ended January 25, 1997.*
10.6 Deferred Compensation Option Plan for Directors, filed as
Exhibit 19.8 to the Form 10-K for fiscal year ended January 26,
1991. Amendment dated July 28, 1992 filed as Exhibit 19.3 to the
Form 10-K for fiscal year ended January 30, 1993; and amendment
dated November 29, 1994 filed as Exhibit 10.24 to the Form 10-K for
fiscal year ended January 28, 1995.*
10.7 Supplemental and Deferred Compensation Trust. Filed as Exhibit 19.5
to the Form 10-K for fiscal year ended February 1, 1992.*
10.8 Management Retention Trust. Filed as Exhibit 19.4 to the Form 10-K
for fiscal year ended February 1, 1992.*
10.9 Performance Shares Plan for Selected Senior Management (restated).
Filed as Exhibit 19.3 to the Form 10-K for fiscal year ended
January 26, 1991.*
10.10 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended
January 26, 1991.*
10.11 Restated Deferred Compensation Plan for Non-Employee Directors,
filed as Exhibit 10 (v) to the Form 10-K for fiscal year ended
January 28, 1984. Amendment No. 1 dated November 29, 1994 was
filed as Exhibit 10.25 to the Form 10-K for fiscal year ended
January 28, 1995.*
10.12 Restated Angelica Corporation Stock Bonus and Incentive Plan. Filed
as Exhibit 10.16 to the Form 10-K for the fiscal year ended
January 29, 2000.*
10.13 Angelica Corporation 1994 Non-Employee Directors Stock Plan. Filed
as Appendix A to the Proxy Statement for the Annual Meeting of
Shareholders held on May 23, 1995. First amendment dated
January 27, 1998 was filed as Exhibit 10.35 to the Form 10-K for
fiscal year ended January 31, 1998.*
10.14 Specimen form of Stock Option Agreement under the Angelica
Corporation 1994 Performance Plan. Filed as Exhibit 10.15 to the
Form 10-Q for fiscal quarter ended July 28, 2001.*
10.15 Specimen form of Stock Option Agreement under the Angelica Corporation
1999 Performance Plan. Filed as Exhibit 10.16 to the Form 10-Q for
fiscal quarter ended July 28, 2001.*
10.16 Form of Indemnification Agreement between the Company and each of its
directors and executive officers (filed as Exhibit 10.22 to the
Form 10-K for fiscal year ended January 30, 1999).* An amended
schedule identifying the directors and current executive officers
who have executed such agreements was filed as Exhibit 10.20 to the
Form 10-K for fiscal year ended January 27, 2001.*
10.17 Employment Agreement between the Company and Theodore M. Armstrong,
dated January 1, 2000. Filed as Exhibit 10.23 to the Form 10-K for
fiscal year ended January 29, 2000.*
10.18 Employment Agreement between the Company and Don W. Hubble, dated
December 12, 1997. Filed as Exhibit 10.30 to the Form 10-K for
fiscal year ended January 31, 1998.*
10.19 Retirement Benefit Agreement between the Company and Don W. Hubble
dated January 1, 1998. Filed as Exhibit 10.31 to the Form 10-K for
fiscal year ended January 31, 1998.*
10.20 Non-Qualified Stock Option Agreement between the Company and
Don W. Hubble dated January 2, 1998. Filed as Exhibit 10.32 to the
Form 10-K for fiscal year ended January 31, 1998.*
10.21 Employment Agreement between the Company and Steven L. Frey, dated
March 1, 2001. Filed as Exhibit 10.27 to the Form 10-K for fiscal
year ended January 27, 2001.*
10.22 Angelica Corporation 1999 Performance Plan. Filed as Appendix A to
the Proxy Statement for the Annual Meeting of Shareholders held
May 25, 1999.*
10.23 Employment Agreement between the Company and Denis R. Raab, dated
August 23, 1999. Filed as Exhibit 10.32 to the Form 10-Q for fiscal
quarter ended October 30, 1999.*
10.24 Employment Agreement between the Company and Daniel J. Westrich,
dated October 1, 1999. Filed as Exhibit 10.33 to the Form 10-Q for
fiscal quarter ended October 30, 1999.*
10.25 Employment Agreement between the Company and James W. Shaffer, dated
October 1, 1999. Filed as Exhibit 10.34 to the Form 10-Q for fiscal
quarter ended October 30, 1999.*
10.26 Employment Agreement between the Company and Edward P. Ryan, dated
November 6, 2001. Filed as Exhibit 10.27 to the Form 10-Q for fiscal
quarter ended October 27, 2001.*
10.27 Employment Agreement between the Company and Paul R. Anderegg, dated
February 1, 2001. Filed as Exhibit 10.33 to the Form 10-K for fiscal
year ended January 27, 2001.*
10.28 Restricted Stock Agreement between the Company and Edward P. Ryan,
dated April 1, 2001. Filed as Exhibit 10.34 to the Form 10-K for
fiscal year ended January 27, 2001.*
10.29 Letter Agreement between the Company and Charles D. Molloy, Jr.,
dated December 18, 2001.**
21 Subsidiaries of the Company.**
23 Consent of Independent Public Accountants.**
24.1 Powers of Attorney submitted by David A. Abrahamson, Susan S. Elliott,
Alan C. Henderson, Charles W. Mueller, Stephen M. O'Hara,
William A. Peck and Kelvin R. Westbrook.**
24.2 Certified copy of Board Resolution authorizing Form 10-K filing
utilizing powers of attorney.**
99.1 Letter from the Company to Securities and Exchange Commission
regarding representations made by Arthur Andersen LLP.**