===============================================================================
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
July 31, 1999 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 September 1, 1999 was 8,676,334 shares.
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ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR JULY 31, 1999 FORM 10-Q QUARTERLY REPORT
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Second Quarter and First Half Ended
July 31, 1999 and August 1, 1998 3
Consolidated Balance Sheets -
July 31, 1999 and January 30, 1999 4
Consolidated Statements of Cash Flows -
First Half Ended July 31, 1999
and August 1, 1998 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-5
Exhibit A - Quarterly Report to
Shareholders 6
PART II. OTHER INFORMATION 7-13
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED JULY 31, 1999
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements
be read in conjunction with the fiscal 1999 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 July 31,
1999, 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 5 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
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED JULY 31, 1999
Analysis of Operations
- ----------------------
Combined sales and textile service revenues decreased 6.0 percent in the
second quarter ended July 31, 1999, and were down 5.9 percent in the
first half of the year compared with prior year periods. Textile
Service segment revenues decreased 5.0 percent and 3.5 percent for the second
quarter and first half periods, respectively, primarily due to the loss of
two large customers. Earnings of this segment declined 35.1 percent
in the second quarter and 15.7 percent in the first half as a
result of the customer losses and the adverse effects of four
underperforming plants. Sales of the Manufacturing and Marketing
segment decreased 10.8 percent in the second quarter and 13.3 percent in
the first half compared with the same periods last year as a result of
the sale of underperforming businesses (including the United Kingdom
business sold March 1, 1999), the lack of high volume provided last year
by the rollout of the New York City Transit program and exiting of
unprofitable product and market segments. Second quarter and first half
earnings increased 100.4 percent and 41.7 percent, respectively, aided
by better gross margins, reductions in operating expenses and another
strong quarter for the Canadian Operations. Life Retail Stores had a
5.4 percent increase in second quarter sales, as a result of a 4.2
percent same-store sales increase together with volume from new stores
and acquisitions. Earnings decreased 41.0 percent, primarily due to
discounting in certain geographical areas and the resulting lower
margins.
Selling, general and administrative expenses increased as a percent of
combined sales and textile service revenues from 21.4 percent to 23.0
percent in the second quarter. The decline in revenues in the
Manufacturing and Marketing and Textile Service segments, plus the
growth in the number of Life Retail stores, has contributed to the
increase in selling, general and administrative expenses as a percent of
sales and revenues. Interest expense was $333,000 lower in the second quarter
as a result of the repayment of all short-term debt in fiscal 1999.
Financial Condition
- -------------------
The Company had working capital of $142,112,000 and a current ratio of
4.0 to 1 at July 31, 1999, compared with $142,168,000 and 3.2 to 1 a
year ago and up from $136,071,000 and 3.2 to 1 at the beginning of the
year. The ratio of long-term debt to debt-plus-equity was 34.9 percent
at the close of the quarter, down from 35.3 percent a year ago and 35.4
percent at the beginning of the year.
Operating activities provided a total cash flow of $12,299,000 in the
first half compared with $25,494,000 in the first half last year, with
the decrease due to the fact that reductions in accounts receivable,
inventories and linens in service were lower in the first half of this year
versus last. Cash provided by investing activities was $496,000 compared
with cash used a year ago of $5,815,000. Most of the difference is the
$3,741,000 proceeds from sales of the Company's operations in the United
Kingdom and the Textile Services facility in Brea, California. Cash flows used
in financing activities reflect normal sinking fund payments of long-term
debt and the
3
payment of dividends. 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.
Year 2000 Compliance
- --------------------
The Company is working to resolve the effect that the Year 2000 ("Y2K")
issue has on its business and information systems. This process began
in 1996 with a comprehensive impact analysis to determine the scope,
requirements and cost of this effort. All significant systems requiring
modification or replacement have been identified. Currently, the
Company is in various stages of completion on different systems. All
in-house developed software has been modified, tested, and is currently
in production and compliant. Third party software, including packages,
is being made Y2K compliant using a combination of internal resources
and outside contractors and vendors. Compliance letters have been
received from all software vendors stating that they are, or will be,
Y2K compliant. The Company has engaged in a fairly aggressive process
to gain commitments from major suppliers to ensure that their systems
are Y2K compliant. Statements have been received from 100 percent of
major suppliers and from 60 percent of all suppliers. The Company is
also in the midst of addressing its Y2K issues which may not be
information technology based, including contingency options to address
unforeseen problems.
The Company has a comprehensive integrated testing program in process.
A test lab environment has been created for all business segments and
each production system and its related dependency systems and processes
are being tested against critical 1999 and 2000 dates. Compliance
expectations thus far have been achieved. This integrated testing
process is expected to be fully completed by October, 1999.
While the Company currently believes it will complete its Y2K effort by
October, 1999, failure to do so, or the failure of the Company's major
suppliers, vendors, governmental entities and other third parties with
which the Company has business dealings to modify or replace their
systems, could affect the Company's operations in unforeseen ways and,
thus, have a material adverse effect on the Company's future financial
condition and operating results. The most reasonably likely worst-case
scenario of failure, by the Company or its suppliers, to resolve the Y2K
issue, would be a temporary slowdown of operations at one or more of the
Company's facilities. The Company is currently reviewing contingency
options, including manual alternatives to systems operation, which would
minimize the risks of any such unresolved Y2K problem.
The cost of the Y2K effort is estimated at $2.7 million, of which
approximately $2.5 million has been expended as of July 31, 1999. The
Y2K costs are expensed as incurred, and amounts associated with newly
purchased software are capitalized. These costs are being funded
through operating cash flows.
4
Forward-Looking Disclosure
- --------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe-
harbor" for forward-looking statements. This report contains forward-
looking statements that reflect the Company's current views with respect
to future events, financial resources and Y2K issues. These forward-
looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results
or those anticipated. Actual future results and trends may differ
materially from historical results or those anticipated depending on a
variety of factors, including, but not limited to, competitive and
general economic conditions, the ability to retain current customers and
to add new customers in competitive market environments, the achievement
of operating efficiencies and optimizing costs without deterioration in
customer service and the timely resolution of the Y2K issue by the Company,
its customers and suppliers.
5
Exhibit A
[Angelica letterhead]
August 18, 1999
Dear Shareholder:
We took a step backward in our turnaround efforts at Angelica in the
second quarter. After five consecutive quarters of double-digit per
share earnings increases, second quarter earnings this year were $.15
per share compared with $.20 per share in the same period last year, a
decrease of 25 percent. This was in line with the estimate we gave in
our July 19 press release. While it is not unexpected to experience
surprises in a turnaround environment such as we have, it is nonetheless
disappointing. The primary reason for the poor quarter is our lack of
sales growth in both Textile Services and in Manufacturing and
Marketing, discussed below.
Second quarter combined sales and textile service revenues were
$115,788,000, down 6.0 percent compared with $123,209,000 in last year's
second quarter. Pretax income was $2,090,000 compared with $2,903,000
last year, and net income was $1,295,000 versus $1,800,000 in the
comparable prior period. For the first half of this year, combined
sales and textile service revenues were $236,920,000 compared with
$251,874,000 in last year's first half, a decrease of 5.9 percent.
Pretax income of $6,107,000 compared with $6,820,000 in the prior year's
first half, and net income decreased to $3,786,000 versus $4,288,000 in
the same period last year. Earnings per share in the first half this
year were $.44 compared with $.46 last year, a decrease of 4.3 percent.
The Textile Services segment had a 5.0 percent decline in second quarter
revenues from $63,958,000 last year to $60,790,000 this year, and
operating earnings declined 35.1 percent from $4,575,000 in last year's
second quarter to $2,971,000 this year. With respect to the revenue
reduction, we were unable to re-sign two large, acute-care hospital
customers in the quarter or to replace that volume with other new
customers in the face of more intense price competition in the
marketplace. We cannot succumb to the temptation of agreeing to
unacceptable price levels and onerous contract provisions simply to
bolster short-term results. Our objective is to build a solid
foundation for the future, and some of these actions do, indeed,
negatively affect revenue growth and operating results in the near term.
We continue to be committed to building a more effective sales
organization for this segment. In addition to maintaining our large
share of traditional acute-care hospital business, this sales effort is
primarily focused on the non-traditional healthcare market segments such
as nursing homes and clinics. We are beginning to experience some sales
growth in the clinic segment. This effort is strategically correct and
should begin to show measurable results in the second half of this year.
In addition to lower than expected revenue levels, we also had four
plants that experienced abnormally high costs in the second quarter. We
believe we will be able to get these under control and have instituted
new procedures to ensure that costs are better managed in the future.
To supplement these cost control and revenue generation activities,
further plant consolidations are likely as are efforts to make selective
"tuck-in" acquisitions in this segment.
The Manufacturing and Marketing segment had a second quarter sales
decline (before intersegment sales) from $44,651,000 last year to
$39,809,000 this year. We had expected a sales decline of this
magnitude as a result of exiting value-destroying market segments, but
we also expected increased sales in core market segments which did not
materialize in the second quarter. Operating earnings, on the other
hand, doubled to $1,872,000 compared with $934,000 in the second quarter
last year, reflecting continued progress in better cost control and
better gross margins. Cost of goods will continue to improve in this
segment as more products are alternatively sourced, and this should also
improve our future ability to compete for increased sales. Cost
reduction efforts have been very effective at Manufacturing and
Marketing, and further reductions, while not as significant, are
planned.
In the second quarter, Life Retail Stores had a same-store sales
increase of 4.2 percent, which followed an increase of 3.2 percent in
the first quarter this year. Overall, second quarter sales increased
5.4 percent to $21,244,000 compared with $20,153,000 last year, the
difference being the impact of new store openings and acquisitions.
Operating earnings of this segment declined 41.0 percent to $677,000
from $1,148,000 in the second quarter last year. The discounting by
some competitors in certain geographic locations continues, but we are
encouraged by opportunities to reduce cost of goods, increase store
operating efficiency and increase margins in the future. We can now say
that we have our first e-commerce effort under way. You can visit our
internet store by logging on at www.lifeuniform.com. Our plans are to
-------------------
better serve our existing customers and to serve additional ones that
have not been visiting our stores. As mentioned previously, we intend
to offer products for sale through the catalogue distribution channel as
well. By utilizing catalogues and e-commerce, we will reinforce the
dominant position that Life has with its current chain of 309 stores.
We acquired one store in the quarter and also acquired another shortly
after the quarter ended.
Asset use efficiency continues to improve, as accounts receivable,
inventories and linens in service were reduced by another $4,281,000 in
the second quarter. For these three items, reductions in the first half
of the year have generated cash flow amounting to $11,545,000. We ended
the quarter with a cash balance of $10,974,000 and no short-term debt.
In spite of the second quarter results, we should exceed the earnings
level posted last year. Earnings will be far below our plan level,
however, and we are disappointed in that fact. We are convinced that
the first phase of our turnaround has been effective. The second phase,
driven by sales and revenue increases, is proving to be more
challenging. We are changing the culture at Angelica, and that takes
time and intense effort. Management teams throughout our Company are
continuing to be customer focused and value driven and are working to
increase shareholder value.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and
Chief Executive Officer
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
Second Quarter Ended First Half Ended
-------------------------- -------------------------
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Textile service revenues $ 60,790 $ 63,958 $ 125,313 $ 129,814
Net sales 54,998 59,251 111,607 122,060
----------- ----------- ----------- -----------
115,788 123,209 236,920 251,874
----------- ----------- ----------- -----------
Cost of textile services 49,018 51,205 99,889 103,460
Cost of goods sold 35,616 39,676 71,892 81,609
----------- ----------- ----------- -----------
84,634 90,881 171,781 185,069
----------- ----------- ----------- -----------
Gross profit 31,154 32,328 65,139 66,805
----------- ----------- ----------- -----------
Selling, general and
administrative expenses 26,604 26,354 53,920 53,451
Interest expense 2,161 2,494 4,332 5,148
Other expense, net 299 577 780 1,386
----------- ----------- ----------- -----------
29,064 29,425 59,032 59,985
----------- ----------- ----------- -----------
Income before income taxes 2,090 2,903 6,107 6,820
Provision for income taxes 795 1,103 2,321 2,592
----------- ----------- ----------- -----------
Net Income $ 1,295 $ 1,800 $ 3,786 $ 4,228
=========== =========== =========== ===========
Basic and diluted earnings per share <F*> $ 0.15 $ 0.20 $ 0.44 $ 0.46
=========== =========== =========== ===========
Dividends per common share $ 0.24 $ 0.24 $ 0.48 $ 0.48
=========== =========== =========== ===========
Comprehensive income consisting of net income and foreign currency
translation adjustments, totaled $1,142 and $1,411 for the quarters
ended July 31, 1999 and August 1, 1998, respectively; and $4,178 and
$4,047 for the first halves ended July 31, 1999 and August 1, 1998,
respectively.
<FN>
<F*> Based upon weighted average number of common and common equivalent
shares outstanding of 8,693,718 and 9,223,437 for fiscal periods of 2000
and 1999, respectively.
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
July 31, January 30,
1999 1999
----------- -----------
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 10,974 $ 6,876
Receivables, less reserve of $3,392 and $2,623 55,764 57,240
Inventories:
Raw material 18,221 20,358
Work in progress 4,638 5,995
Finished goods 59,023 62,277
----------- -----------
81,882 88,630
Linens in service 35,709 39,030
Prepaid expenses 4,924 4,310
Income taxes - 1,303
----------- -----------
Total Current Assets 189,253 197,389
----------- -----------
Property and Equipment 210,313 213,508
Less -- reserve for depreciation 115,519 111,877
----------- -----------
94,794 101,631
----------- -----------
Goodwill 6,877 7,096
Other acquired assets 5,698 7,011
Cash surrender value of life insurance 19,130 18,640
Miscellaneous 6,892 7,323
----------- -----------
38,597 40,070
----------- -----------
Total Assets $ 322,644 $ 339,090
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 3,138 $ 5,841
Accounts payable 24,264 24,635
Accrued expenses 19,173 30,842
Income taxes 566 --
----------- -----------
Total Current Liabilities 47,141 61,318
----------- -----------
Long-Term Debt, less current maturities 89,052 90,910
Other Long-Term Obligations 20,542 21,059
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 169,252 170,111
Accumulated other comprehensive income (1,893) (2,285)
Common Stock in treasury, at cost: 795,204 and 800,830 (15,118) (15,691)
----------- -----------
165,909 165,803
----------- -----------
Total Liabilities and Shareholders' Equity $ 322,644 $ 339,090
=========== ===========
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
First Half Ended
------------------------------
July 31, August 1,
1999 1998
---------- ----------
Cash Flows from Operating Activities:
Net income $ 3,786 $ 4,228
Non-cash items included in net income:
Depreciation 6,727 6,847
Amortization of acquisition costs 1,604 1,747
Change in working capital components,
net of businesses acquired 765 13,921
Other, net (583) (1,249)
---------- ----------
Net cash provided by operating activities 12,299 25,494
---------- ----------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (2,937) (4,126)
Cost of businesses acquired (308) (1,689)
Proceeds from sale of assets 3,741 --
---------- ----------
Net cash provided by (used in) investing activities 496 (5,815)
---------- ----------
Cash Flows from Financing Activities:
Long-term and short-term debt repayments (4,561) (15,889)
Dividends paid (4,164) (4,411)
Other, net 28 246
---------- ----------
Net cash used in financing activities (8,697) (20,054)
---------- ----------
Net increase (decrease) in cash and
short-term investments 4,098 (375)
Balance at beginning of year 6,876 2,833
---------- ----------
Balance at end of period $ 10,974 $ 2,458
========== ==========
Supplemental cash flow information:
Income taxes paid $ 445 $ 1,766
Interest paid $ 4,453 $ 5,311
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
Second Quarter Ended First Half Ended
----------------------------- ----------------------------
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Sales and textile service revenues:
Textile Services $ 60,790 $ 63,958 $ 125,313 $ 129,814
Manufacturing and Marketing 39,809 44,651 80,350 92,683
Retail Sales 21,244 20,153 43,381 40,951
Intersegment sales (6,055) (5,553) (12,124) (11,574)
----------- ----------- ----------- -----------
$ 115,788 $ 123,209 $ 236,920 $ 251,874
=========== =========== =========== ===========
Earnings:
Textile Services $ 2,971 $ 4,575 $ 8,078 $ 9,584
Manufacturing and Marketing 1,872 934 3,667 2,588
Retail Sales 677 1,148 1,561 2,658
Interest, corporate expenses and other, net (3,430) (3,754) (7,199) (8,010)
----------- ----------- ----------- -----------
$ 2,090 $ 2,903 $ 6,107 $ 6,820
=========== =========== =========== ===========
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
First Half Ended
------------------------------
July 31, August 1,
1999 1998
------------ ------------
Working capital $ 142,112 $ 142,168
Current ratio 4.0 to 1 3.2 to 1
Long-term debt $ 89,052 $ 94,853
Shareholders' equity $ 165,909 $ 174,171
Percent long-term debt to debt and equity 34.9% 35.3%
Equity per common share $ 19.12 $ 18.94
Common shares outstanding 8,676,334 9,196,734
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders
---------------------------------------------
At the Annual Meeting of Shareholders on May 25, 1999, four
matters were submitted to a vote of shareholders.
1. The following directors were elected, each to hold office
until the Annual Meeting to be held in 2002, or until a successor
is elected and has qualified or until his or her earlier death,
resignation or removal. Votes were cast as follows:
Votes Votes
Name "For" "Withheld"
---- ----- ----------
Earle H. Harbison, Jr. 6,384,897 1,027,726
Charles W. Mueller 7,335,994 76,629
Dr. William A. Peck 7,335,266 77,358
The following directors are continuing current terms expiring at
the 2000 Annual Meeting: David A. Abrahamson, Leslie F. Loewe and
William P. Stiritz. The following directors are continuing
current terms expiring at the 2001 Annual Meeting: Susan S.
Elliott, Don W. Hubble and H. Edwin Trusheim.
2. A management proposal for adoption and approval of the
Angelica Corporation 1999 Performance Plan was approved by the
shareholders. The 1999 Plan provides for the grant of Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock and
Performance Awards to employees of the Company. A total of
5,819,741 votes were cast in favor of this proposal, a total of
431,457 votes were cast against it, 38,340 votes were counted as
abstentions, and 1,123,084 votes were counted as broker non-votes.
3. A management proposal for approval of performance goals
under the 1999 Performance Plan was approved by the shareholders.
A total of 5,872,622 votes were cast in favor of this proposal, a
total of 376,206 votes were cast against it, 40,712 votes were
counted as abstentions, and 1,123,084 were counted as broker non-
votes.
4. A management proposal for re-affirmation of performance
goals under the 1994 Performance Plan was approved by the
shareholders. A total of 7,241,886 votes were cast in favor of
this proposal, a total of 130,171 votes were cast against it, and
40,566 votes were counted as abstentions.
Brokers were permitted to vote on the election of directors and
the re-affirmation of performance goals under the 1994 Performance
Plan in the absence of instructions from street-name holders;
therefore, broker non-votes did not occur in those matters.
7
Item 6. Exhibit and Reports on Form 8-K
- ---------------------------------------
(a) See Exhibit Index included herein on pages 9-13.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for
the second quarter ended July 31, 1999.
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: September 13, 1999 /s/ T. M. Armstrong
-------------------------------
T. M. Armstrong
Senior Vice President -
Finance and Administration
Chief Financial Officer
(Principal Financial Officer)
/s/ James W. Shaffer
-------------------------------
James W. Shaffer
Vice President and Treasurer
(Principal Accounting Officer)
8
EXHIBIT INDEX
- -------------
Exhibit
Number Exhibit
- ------ -------
[FN]
<F*>Asterisk indicates exhibits filed herewith.
<F**>Incorporated by reference from the document listed.
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.<F**>
3.2 Current By-Laws of the Company, as last amended August 25, 1998.
Filed as Exhibit 3.1 to the Form 10-Q for fiscal quarter ended
August 1, 1998.<F**>
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit 1
to Registration Statement on Form 8-A on August 28, 1998.<F**>
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.<F**>
4.3 9.15% Senior Notes to insurance companies due December 31, 2001,
together with Note Agreements and First Amendment thereto. Filed
as Exhibit 4.3 to the Form 10-K for the fiscal year ended February 1,
1992.<F**>
4.4 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.<F**>
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
9
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.<F**>
10.2 Retirement Benefit Agreement between the Company and Alan D.
Wilson dated August 25, 1987. Filed as Exhibit 10.2 to the Form
10-K for fiscal year ended January 28, 1995.<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. Filed as Exhibit 10.3 to
the Form 10-K for fiscal year ended January 30, 1999.<F**>
10.4 Angelica Corporation Stock Option Plan (As amended November 29,
1994). Filed as Exhibit 10.7 to the Form 10-K for fiscal year
ended January 28, 1995.<F**>
10.5 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to
the Form 10-K for fiscal year ended February 1, 1992.<F**>
10.6 Angelica Corporation Retirement Savings Plan, as amended and
restated. Filed as Exhibit 19.3 to the Form 10-K for fiscal
year ended January 27, 1990, incorporating all amendments
thereto through the date of this filing.<F**>
10.7 Supplemental Plan. Filed as Exhibit 19.10 to the Form 10-K
for fiscal year ended January 27, 1990, 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 January 25, 1997.<F**>
10.8 Incentive Compensation Plan (restated). Filed as Exhibit 19.11
to the Form 10-K for fiscal year ended January 27, 1990.<F**>
10
10.9 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, incorporating all amendments
thereto through the date of this filing. The last amendment
thereto was filed as Exhibit 10.34 to Form 10-K for fiscal year
ended January 25, 1997.<F**>
10.10 Deferred Compensation Option Plan for Directors. Filed as
Exhibit 19.8 to the Form 10-K for fiscal year ended January 26,
1991, incorporating all amendments thereto through the date of
this filing.<F**>
10.11 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1,
1992.<F**>
10.12 Management Retention Trust. Filed as Exhibit 19.4 to the Form
10-K for fiscal year ended February 1, 1992.<F**>
10.13 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.<F**>
10.14 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January 26,
1991.<F**>
10.15 Non-Employee Directors Stock Plan. Filed as Exhibit 10.3 to the
Form 10-K for fiscal year ended January 27, 1990, incorporating
all amendments thereto through the date of this filing.<F**>
10.16 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, 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
January 28, 1995.<F**>
11
10.17 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through October 25, 1994).
Filed as Exhibit 10.20 to the Form 10-K for fiscal year ended
January 28, 1995, incorporating all amendments thereto through
the date of this filing.<F**>
10.18 Angelica Corporation Pension Plan as Amended and Restated.
Filed as Exhibit 19.7 to the Form 10-K for fiscal year ended
January 26, 1991, 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 July 27,
1996.<F**>
10.19 Angelica Corporation 1994 Non-Employee Directors Stock Plan.
Filed as 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
filing. The last amendment thereto was filed as Exhibit 10.35
to Form 10-K for fiscal year ended January 31, 1998.<F**>
10.20 Specimen form of Stock Option Agreement under the Angelica
Corporation Stock Option Plan. Filed as Exhibit 10.20 to the
Form 10-K for fiscal year ended January 27, 1996.<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 January 27, 1996) 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.
Filed as Exhibit 10.21 to the Form 10-K for fiscal year ended
January 25, 1997.<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. Filed as Exhibit 10.22 to the Form
10-K for fiscal year ended January 30, 1999.<F**>
10.23 Employment Agreement between the Company and Theodore M.
Armstrong, dated November 27, 1996. Filed as Exhibit 10.24 to
the Form 10-K for fiscal year ended January 25, 1997.<F**>
12
10.24 Employment Agreement between the Company and Alan D. Wilson,
dated July 14, 1999.<F*>
10.25 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.<F**>
10.26 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.<F**>
10.27 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.<F**>
10.28 Description of restricted stock granted to Don W. Hubble
effective January 2, 1998. Filed as Exhibit 10.33 to the Form
10-K for fiscal year ended January 31, 1998.<F**>
10.29 Employment Agreement between the Company and Charles D. Molloy,
Jr., dated February 28, 1997. Filed as Exhibit 10.32 to the
Form 10-K for fiscal year ended January 30, 1999.<F**>
10.30 Employment Agreement between the Company and Steven L. Frey,
dated March 1, 1999. Filed as Exhibit 10.34 to the Form 10-K
for fiscal year ended January 30, 1999.<F**>
10.31 Angelica Corporation 1999 Performance Plan. Filed as Appendix
A of the Company's Proxy Statement for the Annual Meeting of
Shareholders held May 25, 1999.<F**>
10.32 Eighteenth Amendment to Angelica Corporation Retirement Savings
Plan, dated May 25, 1999.<F*>
27 Financial Data Schedule<F*>
13