==============================================================================
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
October 30, 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 December 1, 1999 was 8,675,682 shares.
==============================================================================
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR OCTOBER 30, 1999 FORM 10-Q QUARTERLY REPORT
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Third Quarter and Three Quarters Ended
October 30, 1999 and October 31, 1998 3
Consolidated Balance Sheets -
October 30, 1999 and January 30, 1999 4
Consolidated Statements of Cash Flows -
Three Quarters Ended October 30, 1999
and October 31, 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 OCTOBER 30, 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 October 30,
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 OCTOBER 30, 1999
Analysis of Operations
- ----------------------
Combined sales and textile service revenues decreased 4.1 percent and
5.3 percent in the third quarter and three quarters ended October 30,
1999, respectively, compared with prior year periods. Textile Service
segment revenues decreased 5.8 percent and 4.2 percent for the third
quarter and three quarters, respectively, primarily due to the loss of
several large customers. The addition of new business in this segment
this year has not offset the amount of lost business. Earnings of this
segment declined 69.7 percent in the third quarter and 35.4 percent in
the three quarters as a result of the customer losses and the adverse
effects of certain underperforming plants, including the escalating cost
of entry-level labor across the country. Sales of the Manufacturing and
Marketing segment decreased 5.2 percent in the third quarter and 10.8
percent in the three quarters compared with the same periods last year
as a result of the previous 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.
Earnings of this segment increased 318.6 percent in the third quarter
and 76.4 percent in the three quarters, aided by better gross margins
and reductions in operating expenses. Life Retail Stores had a 5.3
percent increase in third quarter sales, as a result of a 4.7 percent
same-store sales increase together with volume from new stores and
acquisitions. Earnings decreased 37.6 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 20.3 percent to 23.4
percent in the third quarter. The decline in revenues in the
Manufacturing and Marketing and Textile Service segments has contributed
to this increase. Interest expense was $173,000 lower in the third
quarter as a result of the repayment of all short-term debt in fiscal
1999.
Financial Condition
- -------------------
The Company had working capital of $142,504,000 and a current ratio of
3.9 to 1 at October 30, 1999, compared with $137,894,000 and 3.4 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 35.1 percent
at the close of the quarter, down from 36.1 percent a year ago and 35.4
percent at the beginning of the year.
Operating activities provided a total cash flow of $20,201,000 in the
first three quarters compared with $46,943,000 in the same period last
year, with the decrease due to the fact that reductions in accounts
receivable, inventories and linens in service were lower in the three
quarters of this year versus last. Cash used in investing activities
was $2,118,000 compared with cash used a year ago of $7,414,000. Most
of the difference is the $3,741,000 proceeds
3
from sales of the Company's operations in the United Kingdom and the
Textile Service facility in Brea, California. Cash flows used in
financing activities in this year's three quarters reflect normal
sinking fund payments of long-term debt and the payment of dividends.
For the prior year period, cash flows used in financing activities
included $26,200,000 reduction of short-term debt and the purchase of
447,550 shares of treasury stock for $7,423,000. 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 has been 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 nearing completion in the process of addressing its Y2K
issues which may not be information technology based, including
contingency options to address unforeseen problems.
The Company is close to completion of a comprehensive integrated testing
program. 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. As of October 30,
1999, all testing, with the exception of two systems tests, have been
completed. The final two tests will be completed by December 3, 1999.
While the Company currently believes it will complete its Y2K effort by
December, 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 $2.8 million, of which
approximately $2.7 million has
4
been expended as of October 30, 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.
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
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
[Angelica logo] Chesterfield, Missouri 63017-3406
Tel: 314.854.3800
November 19, 1999
Dear Shareholder:
As indicated in our November 5, 1999 press release, third quarter
results were a disappointment and were below last year's comparable
quarter by a significant amount. Earnings per share for the quarter were
$.07 compared with $.31 a year ago, as we experienced a continuation of
the problems which had affected second quarter results.
In the third quarter, combined sales and textile service revenues were
$116,578,000 compared with $121,586,000 in last year's third quarter, a
decrease of 4.1 percent. Pretax income was $1,051,000 compared with
$4,550,000 last year, and third quarter net income was $652,000 versus
$2,822,000 in the comparable prior period. For the first three quarters
of this fiscal year, combined sales and textile service revenues were
5.3 percent lower at $353,497,000 compared with $373,460,000 in the same
period last year. Pretax income was $7,158,000 this year versus
$11,370,000 last year, and net income decreased to $4,438,000 compared
with $7,050,000 in the first three quarters last year. Earnings per
share for the three quarters were $.51, compared with $.77 last year, a
reduction of 33.8 percent.
The most significant profit shortfall was in our Textile Services
business segment. Revenues in this segment declined 5.8 percent to
$60,139,000 compared with $63,840,000 in the third quarter last year,
and third quarter operating earnings declined 69.7 percent to $1,662,000
versus $5,483,000 last year. While we added more new business so far
this year than in any comparable period in our history -- much of it in
non-traditional healthcare markets such as clinics -- we have also lost
more acute care hospital business this year than we have historically.
In addition, there have been downward pressures on price levels in the
textile rental business as large acute care hospitals are suffering
financially. The Balanced Budget Act of 1997 reduced the level of
reimbursement to the healthcare industry, and delays in payments by
insurance companies have become commonplace. Both of these factors
negatively affect our ability to increase prices, especially in the face
of aggressive competitive actions. Prices must be increased to offset
costs, which continue to escalate. The cost of labor is increasing
across the country, especially at the entry level, which is the profile
of the majority of our workforce. Not only have base labor costs
increased, but also the relative non-availability of labor aggravates
turnover and the resulting lower productivity increases our costs as
well. Labor is our largest single cost factor, at about 38 percent of
revenue, therefore these problems have severely hampered our ability to
increase -- or even maintain -- operating earnings for the Textile
Services business segment. We will continue to emphasize the programs
started a year ago to improve our sales effort in this segment. At the
same time, we will attempt to find ways to offset the impact of higher
labor costs, such as closing and consolidating poorly-performing plants
into more efficient plants, and introducing additional labor-saving
equipment in appropriate locations.
In the third quarter, the Manufacturing and Marketing segment's sales
(before intersegment sales) declined 5.2 percent to $38,274,000 compared
with $40,368,000 last year, but all of the decrease was intentional as
we have exited value-destroying market segments. Operating earnings
continue to improve over last year's depressed levels, reaching
$1,553,000 in the third quarter compared with $371,000 last year. While
this is a significant 318.6 percent increase, earnings are growing more
slowly than anticipated. This is a consequence of our inability so far
this year to gain a sufficient volume increase in the retained core
market segments of this business. The weakest market segment is
healthcare, as some of the same issues affecting our Textile Services
segment are challenging this market as well. Our cost of goods has
improved, and we have reduced operating expenses on an
absolute basis. Customer service has improved dramatically, with
backlogs being essentially eliminated. As we continue to be more cost
competitive, and as customer satisfaction improves, we are convinced
that increased sales volume will occur across all market segments.
In the third quarter, Life Retail Stores had a same-store sales increase
of 4.7 percent, which followed a 4.2 percent increase in the second
quarter. Overall, third quarter sales increased 5.3 percent to
$24,372,000 compared with $23,149,000 last year. Operating earnings of
this segment declined 37.6 percent to $1,411,000 from $2,262,000 in the
third quarter last year. We are beginning to benefit from a lower cost
of goods sold as we are now sourcing some products more effectively. We
are also in the process of sizing our stores more appropriately for the
marketplace and, as time progresses, these slightly larger stores will
be more efficient, thereby reducing our operating expenses on a
percentage basis. We are still intending to pursue aggressively the
additional channels of e-commerce and catalogue distribution, which
should add to future sales and provide operating earnings improvements.
In line with our November 5th announcement that we would explore
strategic and financial alternatives to maximize shareholder value, with
the assistance of our investment banker, Banc of America Securities LLC,
we are preparing an Offering Memorandum for the possible sale or merger
of the Company or its business segments. This should be ready for
distribution to interested parties by the middle of December. On this
basis, we could expect to have legitimate expressions of interest early
in calendar 2000, although the whole process could take as long as six
months. Concurrent with exploring strategic alternatives, we will
continue our value-building steps for our Company. These include
continuing to improve our balance sheet and to take appropriate steps to
increase the future earnings potential of each of our business segments.
Our turnaround, while it is not progressing as rapidly as we would like,
is indeed occurring.
Certainly, your management team is disappointed with the results of the
third quarter, especially since it is a continuation of the weaker
results seen in the second quarter. We are no less committed to be
value driven and customer focused in our efforts to increase the value
of your investment. We believe that by evaluating strategic
alternatives, and at the same time pursuing the turnaround, that we will
optimize your return in the long term.
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)
Third Quarter Ended Three Quarters Ended
----------------------------- ----------------------------
October 30, October 31, October 30, October 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Textile service revenues $ 60,139 $ 63,840 $185,453 $193,654
Net sales 56,439 57,746 168,044 179,806
----------- ----------- ----------- -----------
116,578 121,586 353,497 373,460
----------- ----------- ----------- -----------
Cost of textile services 49,745 52,031 149,634 155,491
Cost of goods sold 35,719 37,460 107,611 119,069
----------- ----------- ----------- -----------
85,464 89,491 257,245 274,560
----------- ----------- ----------- -----------
Gross profit 31,114 32,095 96,252 98,900
----------- ----------- ----------- -----------
Selling, general and
administrative expenses 27,298 24,730 81,218 78,181
Interest expense 2,147 2,320 6,479 7,468
Other expense, net 618 495 1,397 1,881
----------- ----------- ----------- -----------
30,063 27,545 89,094 87,530
----------- ----------- ----------- -----------
Income before income taxes 1,051 4,550 7,158 11,370
Provision for income taxes 399 1,728 2,720 4,320
----------- ----------- ----------- -----------
Net income $ 652 $ 2,822 $ 4,438 $ 7,050
=========== =========== =========== ===========
Basic and diluted earnings per share <F*> $ 0.07 $ 0.31 $ 0.51 $ 0.77
=========== =========== =========== ===========
Dividends per common share $ 0.24 $ 0.24 $ 0.72 $ 0.72
=========== =========== =========== ===========
<FN>
Comprehensive income consisting of net income and foreign currency
translation adjustments, totaled $870 and $2,796 for the quarters ended
October 30, 1999 and October 31, 1998, respectively; and $5,048 and
$6,843 for the three quarters ended October 30, 1999 and October 31,
1998, respectively.
<F*> Based upon weighted average number of common and common equivalent
shares outstanding of 8,699,906 and 9,122,454 for fiscal periods of 2000
and 1999, respectively.
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
October 30, January 30,
1999 1999
----------- -----------
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 14,260 $ 6,876
Receivables, less reserve of $3,724 and $2,623 56,829 57,240
Inventories:
Raw material 16,549 20,358
Work in progress 4,733 5,995
Finished goods 59,795 62,277
----------- -----------
81,077 88,630
Linens in service 33,497 39,030
Prepaid expenses 5,026 4,310
Income taxes 180 1,303
----------- -----------
Total Current Assets 190,869 197,389
----------- -----------
Property and Equipment 211,370 213,508
Less -- reserve for depreciation 117,519 111,877
----------- -----------
93,851 101,631
----------- -----------
Goodwill 6,773 7,096
Other acquired assets 5,089 7,011
Cash surrender value of life insurance 19,322 18,640
Miscellaneous 6,678 7,323
----------- -----------
37,862 40,070
----------- -----------
Total Assets $322,582 $339,090
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 3,138 $ 5,841
Accounts payable 24,017 24,635
Accrued expenses 21,210 30,842
----------- -----------
Total Current Liabilities 48,365 61,318
----------- -----------
Long-Term Debt, less current maturities 88,927 90,910
Other Long-Term Obligations 20,606 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 167,820 170,111
Accumulated other comprehensive income (1,675) (2,285)
Common Stock in treasury, at cost: 795,757 and 800,830 (15,129) (15,691)
----------- -----------
164,684 165,803
----------- -----------
Total Liabilities and Shareholders' Equity $322,582 $339,090
=========== ===========
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
Three Quarters Ended
----------------------------------
October 30, October 31,
1999 1998
----------- -----------
Cash Flows from Operating Activities:
Net income $ 4,438 $ 7,050
Non-cash items included in net income:
Depreciation 10,222 10,411
Amortization of acquisition costs 2,331 2,586
Change in working capital components,
net of businesses acquired 3,707 28,275
Other, net (497) (1,379)
----------- -----------
Net cash provided by operating activities 20,201 46,943
----------- -----------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (5,354) (5,379)
Cost of businesses acquired (505) (2,035)
Proceeds from sale of assets 3,741 --
----------- -----------
Net cash used in investing activities (2,118) (7,414)
----------- -----------
Cash Flows from Financing Activities:
Long-term and short-term debt repayments (4,686) (28,252)
Dividends paid (6,246) (6,618)
Treasury stock purchased (360) (7,423)
Other, net 593 218
----------- -----------
Net cash used in financing activities (10,699) (42,075)
----------- -----------
Net increase (decrease) in cash and
short-term investments 7,384 (2,546)
Balance at beginning of year 6,876 2,833
----------- -----------
Balance at end of period $ 14,260 $ 287
=========== ===========
Supplemental cash flow information:
Income taxes paid $ 1,389 $ 1,872
Interest paid $ 6,764 $ 6,669
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
Third Quarter Ended Three Quarters Ended
----------------------------- ----------------------------
October 30, October 31, October 30, October 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Sales and textile service revenues:
Textile Services $ 60,139 $ 63,840 $185,453 $193,654
Manufacturing and Marketing 38,274 40,368 118,624 133,051
Retail Sales 24,372 23,149 67,753 64,100
Intersegment sales (6,207) (5,771) (18,333) (17,345)
----------- ----------- ----------- -----------
$116,578 $121,586 $353,497 $373,460
=========== =========== =========== ===========
Earnings:
Textile Services $ 1,662 $ 5,483 $ 9,740 $ 15,067
Manufacturing and Marketing 1,553 371 5,220 2,959
Retail Sales 1,411 2,262 2,972 4,920
Interest, corporate expenses and other, net (3,575) (3,566) (10,774) (11,576)
----------- ----------- ----------- -----------
$ 1,051 $ 4,550 $ 7,158 $ 11,370
=========== =========== =========== ===========
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
Three Quarters Ended
-----------------------------
October 30, October 31,
1999 1998
----------- -----------
Working capital $ 142,504 $ 137,894
Current ratio 3.9 to 1 3.4 to 1
Long-term debt $ 88,927 $ 94,658
Shareholders' equity $ 164,684 $ 167,335
Percent long-term debt to debt and equity 35.1% 36.1%
Equity per common share $ 18.98 $ 19.13
Common shares outstanding 8,675,781 8,749,290
PART II. OTHER INFORMATION
Item 6. Exhibit and Reports on Form 8-K
---------------------------------------
(a) See Exhibit Index included herein on pages 8-13.
(b) Reports on Form 8-K - There were no reports on Form 8-K
filed for the third quarter ended October 30, 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: December 7, 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)
7
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 Regulation S-K, the Registrant will
furnish to the Commission upon request copies of long-term debt
instruments and related agreements.
8
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**>
9
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**>
10
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**>
11
10.24 Employment Agreement between the Company and Alan D. Wilson, dated
July 14, 1999. Filed as Exhibit 10.24 to Form 10-Q for fiscal
quarter ended July 31, 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 October 1, 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 Employment Agreement between the Company and Denis R. Raab, dated
August 23, 1999.<F*>
10.33 Employment Agreement between the Company and Daniel J. Westrich,
dated October 1, 1999.<F*>
10.34 Employment Agreement between the Company and James W. Shaffer,
dated October 1, 1999.<F*>
12
10.35 Amendment No. 3 to the Restated Angelica Corporation Stock Bonus
and Incentive Plan, dated October 21, 1999.<F*>
27. Financial Data Schedule<F*>
13