<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 1994
------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from -------------------------------- to
-------------------------------------
Commission file number 1-5674
---------------------------------------------
ANGELICA CORPORATION
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(Exact name of Registrant as specified in its charter)
Missouri 43-0905260
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
424 South Woods Mill Road, Chesterfield, Missouri 63017-3406
- ------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-854-3800
-------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ----------------------------- -------------------------------------------
Common Stock, $1.00 par value New York Stock Exchange
- ----------------------------- ----------------------------------------
Preferred Stock Purchase Rights issuable pursuant to
Registrant's Shareholder Protection Rights Plan New York Stock Exchange
- ---------------------------------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act:
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None
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(Title of Class)
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.
$228,031,245 April 4, 1994
- ---------------------- -----------------------
Value Date of Valuation
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of April 4, 1994.
Common Stock, $1.00 par value, 9,099,457 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1) Portions of the Annual Report to Shareholders for year ended
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1/29/94 are incorporated in Parts I, II & IV; 2) Portions of
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the Proxy Statement dated 4/15/94 are incorporated in Part III
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<PAGE> 2
PART I
------
ITEM 1. BUSINESS
- -----------------
GENERAL DEVELOPMENT OF BUSINESS
(a) Angelica Corporation (the "Company") and its subsidiaries
provide products and services to a wide variety of
institutions and individuals, which are in primarily three
markets: health services, hospitality and other service
industries. The Company was founded in 1878 and was
incorporated as Angelica Corporation in 1968.
(b) The Company's businesses are reported in three industry
segments: Rental Services, Manufacturing and Marketing and
Retail Sales. Information about the Company's industry
segments appears on page 23 of the Company's Annual Report to
Shareholders for the year ended January 29, 1994 and is
incorporated by reference. This information includes sales
and rental service revenues, earnings, identifiable assets for
each segment, depreciation and capital additions for each of
the five years in the period ended January 29, 1994.
(c) 1 (i) RENTAL SERVICES
---------------
This segment has 35 plants generally in or near major
metropolitan areas in the United States providing
textile rental and laundry services for health care
institutions, presently servicing 865 institutions with
approximately 136,000 beds. This segment also provides
general linen services in selected areas, principally
to hotels, casinos, motels and restaurants.
MANUFACTURING AND MARKETING
---------------------------
The Company's Manufacturing and Marketing operations
consist of the Angelica Uniform Group in the United
States and operations in Canada, and the United
Kingdom, collectively engaged in the manufacture and
sale of uniforms and business career apparel for a wide
variety of institutions and businesses.
RETAIL SALES
------------
The Retail Sales segment is a specialty retailer
offering uniforms and duty shoes primarily for nurses
and other health care professionals through a
nationwide chain of 244 retail stores, located
primarily in malls and strip shopping centers.
(ii) Not applicable.
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(iii) The raw materials used by the Company (principally by
the Angelica Uniform Group) in the conduct of its
business consist principally of textile piece goods,
thread, and trimmings, such as buttons, zippers and
labels. The Company purchases piece goods from most
major United States manufacturers of textile products.
These materials are available from a number of sources.
(iv) The Company does not hold any material patents,
licenses, franchises or concessions.
(v) The Company does not consider its business to be
seasonal to any significant extent.
(vi) Not applicable.
(vii) No segment of the Company's business is dependent on a
single customer or a few customers.
(viii) Since the bulk of the Company's sales are to
institutional users which buy on a regular recurring
basis, the Company's backlog of orders at any given
time consists principally of firm orders in the process
of being filled and is not considered significant to
the Company's business.
(ix) Not applicable.
(x) The markets in which the Rental Services segment
operates are very competitive. Industry statistics are
not available, but the Company believes that its Rental
Services segment constitutes the largest supplier of
textile rental and laundry services to health care
institutions in the United States. Competition is on
the basis of quality, reliability and price.
The Manufacturing and Marketing operations compete with
more than four dozen firms, including divisions of
larger corporations, in the United States, Canada and
England. Competition is also provided by local firms
in most major metropolitan areas. The nature and
degree of competition varies with the customer and
market where it occurs. Industry statistics are not
available, but the Company believes that it is the
leading supplier of garments to hospitals, hotels and
motels, and food service establishments and one of the
leading suppliers of uniforms to linen suppliers in the
United States. Competition is extensive and is based
on many factors, including design, quality, consistency
of product, delivery, price and distribution.
The Company believes there are approximately 2,000
retail stores in the U.S. offering merchandise
comparable to
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that offered by the Company's Retail Sales segment. Retail
operations are conducted under highly competitive conditions
in the local area where each of the Company's stores is
located, with competition being on the basis of store
location, merchandise selection and value. Industry
statistics are not available, but the Company believes its
Retail Sales segment is the nation's largest specialty
retailer offering uniforms and duty shoes to nurses and
other health care professionals.
(xi) The Angelica Uniform Group carries on research,
development and testing programs both internally and in
cooperation with independent laboratories and research
institutions, and works with suppliers to develop
specialized fabrics to improve performance and to meet
specific technological requirements. The dollar amount
spent is not significant.
(xii) The Company does not expect any material expenditures
will be required in order to comply with any Federal,
state or local environmental regulations.
(xiii) The Company employs approximately 9,500 persons
(including approximately 690 part-time employees).
(d) The information required by Section (d) of this Item is hereby
incorporated by reference to Note 9 of "Notes to Consolidated
Financial Statements" appearing on page 23 of the Company's
Annual Report to Shareholders for the year ended January 29,
1994.
ITEM 2. PROPERTIES
- -------------------
The Company's real estate, both owned and leased, which is
used in its Manufacturing and Marketing segment, at January 29,
1994 was comprised of 16 manufacturing plants in the United States,
one plant in Canada, one plant in Costa Rica, and one plant in
Great Britain, plus appropriate warehouses and sales facilities in
the United States, Canada and the United Kingdom. As of January
29, 1994, 35 laundries plus warehouse facilities located in 15
states were used in the Rental Services segment, and 244 retail
specialty stores located in 36 states were used in the Retail Sales
segment. In the opinion of the Company, all such facilities are
maintained in good condition and are adequate and suitable for the
purposes for which they are used. The manufacturing facilities are
normally fully utilized and operate generally on a one-shift basis.
Laundry facilities generally are not fully utilized, although some
of them operate on a multi-shift basis. The Company estimates that
output of these facilities could be increased by 20 percent with
existing equipment by working longer hours and by an additional 25
percent (for a total of 45 percent) by working longer hours plus
installation of additional equipment. A substantial portion of the
real estate utilized by the Company is leased. Capitalized leases,
primarily
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utilized by the Manufacturing and Marketing segment, represent
approximately .01% of the net book value of all fixed assets at January
29, 1994. No difficulty in renewing leases which expire in the near
future is anticipated by the Company.
Real estate which is owned by the Company is approximately
50.8% of the net book value of all fixed assets. There is no
individual parcel of real estate owned or leased which is of
material significance to the Company's total assets.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
Management believes that liabilities, if any, resulting from
pending routine litigation in the ordinary course of the Company's
business should not materially affect the financial condition or
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
- ----------------------------------------------------------
No matters were submitted to a vote of shareholders during the
fourth quarter of the Company's year ended January 29, 1994.
<TABLE>
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
<CAPTION>
Present Position (and Year First
Prior Offices During Past Elected As
Name Five Years) (1) (2) An Officer Age
---- ------------------------- ---------- ---
<C> <S> <C> <C>
Lawrence J. Young (3) Chairman of the Board, 1975 49
President, Chief Executive
Officer and Director
Theodore M. Armstrong Senior Vice President- 1986 54
Finance and Administration
and Chief Financial Officer
Gene P. Byrd (4) Vice President; President, 1989 53
Angelica Uniform Group
John S. Aleman Vice President-Human Resources 1985 58
Jill Witter (5) Vice President, General Counsel 1985 39
and Secretary
L. Linden Mann Controller and Assistant 1978 54
Secretary; Vice President,
Angelica Healthcare Services Group
Thomas M. Degnan (6) Treasurer 1993 38
Michael E. Burnham (7) Vice President; President, 1993 42
Life Uniform and Shoe Shops
-4-
<PAGE> 6
<FN>
(1) Except as set forth below, the principal occupations of the
officers throughout the past five years have been the
performance of the functions of the offices shown above.
(2) All officers serve at the pleasure of the Board of Directors.
(3) Lawrence J. Young has been Chairman of the Board since
November 1, 1990, Chief Executive Officer of the Company since
November 1, 1989, and President and Chief Operating Officer
since February 1, 1988.
(4) Gene P. Byrd has been a Vice President of the Company and
President of Angelica Uniform Group since May 23, 1989. He
was Executive Vice President of Angelica Uniform Group from
June 29, 1988 to May 23, 1989.
(5) Jill Witter has been Vice President, General Counsel and
Secretary since July 25, 1989. She was Secretary and House
Counsel from May 28, 1985 to July 25, 1989.
(6) Thomas M. Degnan has been Treasurer of the Company since March
30, 1993. He was Assistant Treasurer from May 23, 1989 to
March 30, 1993.
(7) Michael E. Burnham has been a Vice President of the Company
since May 25, 1993 and President of Life Uniform and Shoe
Shops ("Life Uniform") since August 1, 1990. Prior to that he
was Vice President of Operations of Life Uniform from May 1,
1988 to July 31, 1990.
</TABLE>
None of the executive officers of the Company are related to each
other.
There are no arrangements or understandings between any executive
officer of the Company and any other person pursuant to which such
officer was selected.
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- -----------------------------------------------------------
STOCKHOLDER MATTERS
- -------------------
<TABLE>
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol AGL. The quarterly market price ranges of the
Common Stock and dividends per share paid during fiscal 1994 and
fiscal 1993 were as follows:
<CAPTION>
Quarter 1st 2nd 3rd 4th
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal 1994
High $ 27 1/8 $ 26 3/8 $ 26 $ 29 1/2
Low 23 1/2 22 1/2 22 3/4 24 1/4
Dividend $.23 $.23 $.235 $.235
- -----------------------------------------------------------------------------
Fiscal 1993
High $ 37 5/8 $ 31 1/4 $ 31 3/8 $ 26 3/4
Low 30 28 1/4 22 1/4 22 1/2
Dividend $.23 $.23 $.23 $.23
- -----------------------------------------------------------------------------
</TABLE>
The number of shareholders of record was 1,822 at April 4, 1994.
The Company's Board of Directors regularly reviews the dividends
paid, and the Company expects to continue to pay dividends.
However, there can be no assurance that dividends will be paid in
the future since they are dependent on earnings, the financial
condition of the Company and other factors.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required by this item is included under the caption
"Financial Summary-11 Years" on pages 26 and 27 of the Company's
Annual Report to Shareholders for the year ended January 29, 1994
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
- -----------------------------------
The information required by this item is included in the text
contained under the caption "FINANCIAL REVIEW" on pages 13 and 14
of the Company's Annual Report to Shareholders and is incorporated
herein by reference. The Company does not believe the effects of
inflation and changing prices have been, or will be, material to
the Company's results of operations. The Company believes that it
is not affected by inflation except to the extent that the economy
in general is affected thereby.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information required by this item appears on pages 15 through
24 of the Company's Annual Report to Shareholders for the year
ended January 29, 1994 and is incorporated herein by reference.
The financial statement schedules listed at Item 14(a)(2) are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
- -----------------------------------
Not Applicable.
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<PAGE> 9
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information with respect to directors of the Company under the
captions "Information About Nominees for Directors" and
"Information About Directors Continuing in Office," on page 3 of
the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 24, 1994 is incorporated herein by
reference. Information with respect to executive officers of the
Company appears under the caption "Executive Officers of the
Registrant" on pages 4 through 5 of Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
Information with respect to executive compensation under the
captions "Compensation of Directors and Other Information
Concerning the Board and its Committees" on pages 4-5, "Summary
Compensation Table" on page 7, "Option Grants in Last Fiscal Year"
on page 8, "Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values" on page 9, "Employment Contracts and
Termination of Employment and Change-In-Control Arrangements" on
page 9, and "Pension Plan" on page 12 of the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on May
24, 1994 is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- -------------------------------------------------------------
MANAGEMENT
- ----------
Information with respect to security ownership of certain
beneficial owners and management under the caption "Beneficial
Ownership of the Company's Securities" on pages 5 and 6 of the
Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on May 24, 1994 is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Not applicable.
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<PAGE> 10
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
Annual Report
(a) Document List Page
------------- -------------
<S> <C>
1. Financial Statements
--------------------
The following financial statements are
incorporated by reference herein and in
Item 8 above from the Company's Annual Report
to Shareholders for the year ended
January 29, 1994:
(i) Consolidated Statements of Income - 15
Years ended January 29, 1994, January
30, 1993, and February 1, 1992
(ii) Consolidated Balance Sheets - January 16
29, 1994 and January 30, 1993
(iii) Consolidated Statements of Share- 17
holders' Equity - Years ended January
29, 1994, January 30, 1993 and February
1, 1992
(iv) Consolidated Statements of Cash Flows- 18
Years ended January 29, 1994, January 30,
1993 and February 1, 1992
(v) Notes to Consolidated Financial State- 19-24
ments
(vi) Report of Independent Public 25
Accountants
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<PAGE> 11
2. Supplementary Data and Financial Statement Schedules
----------------------------------------------------
(i) The supplementary data entitled
"Unaudited Quarterly Financial Data"
is incorporated by reference herein
and in Item 8 above from page 24 of
the Company's Annual Report to
Shareholders for the year ended
January 29, 1994.
(ii) The following financial statement
schedules are submitted as a separate
section of this report beginning at
page 14:
(A) Schedule V - Property and
Equipment - For the Three
Years Ended January 29, 1994
(B) Schedule VI - Reserves for
Depreciation and Investment
Tax Credit - For the Three
Years Ended January 29, 1994
(C) Schedule VIII - Valuation
and Qualifying Accounts -
For the Three Years Ended
January 29, 1994
</TABLE>
All other schedules are not submitted because they are not applicable
or not required or because the information is included in the
financial statements or notes thereto.
(iii) Report of Independent Public Accountants
on Schedules appears at page 13 of the
Form 10-K
3. Exhibits
--------
See Exhibit Index on pages 17-20 hereof for a list of all
management contracts, compensatory plans and arrangements
required by this item (Exhibit Nos. 10.1 through 10.21) and
all other Exhibits filed or incorporated by reference as a
part of this report.
(b) Reports on Form 8-K
-------------------
The Registrant filed no reports on Form 8-K during the last
quarter of the year ended January 29, 1994.
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<PAGE> 12
Other Matters
- -------------
For the purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990), under the Securities
Act of 1933, as amended, the undersigned registrant hereby
undertakes as follows, which undertaking is hereby incorporated by
reference into registrant's Registration Statements on Form S-8
Nos. 33-5524 (filed May 8, 1986), 33-22850 (filed June 29, 1988),
2-77932 (filed June 9, 1982), 2-97291 (filed April 25, 1985), and
33-625 (filed October 3, 1985).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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<PAGE> 13
SIGNATURE
---------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
ANGELICA CORPORATION
-----------------------------
(Registrant)
By: /s/ L. J. Young
----------------------------------------------
L.J. Young
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
Date: April 25, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
By: /s/ T. M. Armstrong By: /s/ L. Linden Mann
-------------------------------- -----------------------------------
T.M. Armstrong L. Linden Mann
Senior Vice President- Controller
Finance and Administration (Principal Accounting Officer)
Chief Financial Officer
(Principal Financial Officer)
Earle H. Harbison, Jr. * Lee M. Liberman *
- ----------------------------------- -----------------------------------
(Earle H. Harbison, Jr.) (Lee M. Liberman)
Director Director
Leslie F. Loewe * Martin Sneider *
- ----------------------------------- -----------------------------------
(Leslie F. Loewe) (Martin Sneider)
Director Director
Elliot H. Stein * William P. Stiritz *
- ----------------------------------- -----------------------------------
(Elliot H. Stein) (William P. Stiritz)
Director Director
H. Edwin Trusheim *
- -----------------------------------
(H. Edwin Trusheim)
Director
By his signature below, L.J. Young has signed this Form 10-K on
behalf of each person named above whose name is followed by an
asterisk, pursuant to power of attorney filed with this Form 10-K.
/s/ L. J. Young
---------------------------------------
L.J. Young, as attorney-in-fact
Date: April 25, 1994
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<PAGE> 14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Angelica Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in the
Annual Report to Shareholders of Angelica Corporation and
subsidiaries incorporated by reference in this Form 10-K, and have
issued our report thereon dated March 15, 1994. Our audit was made
for the purpose of forming an opinion on those statements taken as
a whole. The schedules listed in Item 14(a)2(ii) on page 10 are
the responsibility of the Corporation's management and are
presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic
consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the
basic consolidated financial statements and, in our opinion, fairly
state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial
statements taken as a whole.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri,
March 15, 1994
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<PAGE> 15
<TABLE>
Schedule V
ANGELICA CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY AND EQUIPMENT
FOR THE THREE YEARS ENDED JANUARY 29, 1994
(In Thousands)
------------------------------------------
<CAPTION>
Balance at Balance
Beginning Additions Retirements at End of
of Period at Cost or Sales Other(a) Period
---------- --------- ----------- -------- --------
YEAR ENDED JANUARY 29, 1994
---------------------------
<S> <C> <C> <C> <C> <C>
Land $ 5,080 $ -- $ 5 $ 50 $ 5,125
Buildings
& leasehold
improvements 60,500 2,491 1,178 1,647 63,460
Machinery &
equipment 114,158 6,472 2,654 1,495 119,471
Capitalized leases 1,849 -- -- -- 1,849
-------- ------- ------ ------ --------
$181,587 $ 8,963 $3,837 $3,192 $189,905
======== ======= ====== ====== ========
<CAPTION>
YEAR ENDED JANUARY 30, 1993
---------------------------
Land $ 5,115 $ 21 $ 56 $ -- $ 5,080
Buildings
& leasehold
improvements 58,058 2,687 856 611 60,500
Machinery &
equipment 108,181 8,327 2,480 130 114,158
Capitalized leases 1,849 -- -- -- 1,849
-------- ------- ------ ------ --------
$173,203 $11,035 $3,392 $ 741 $181,587
======== ======= ====== ====== ========
<CAPTION>
YEAR ENDED FEBRUARY 1, 1992
---------------------------
Land $ 4,287 $ 133 $ -- $ 695 $ 5,115
Buildings
& leasehold
improvements 48,887 3,018 639 6,792 58,058
Machinery &
equipment 98,661 10,123 2,994 2,391 108,181
Capitalized leases 1,849 -- -- -- 1,849
-------- ------- ------ ------ --------
$153,684 $13,274 $3,633 $9,878 $173,203
======== ======= ====== ====== ========
<FN>
(a) Represents the fair value of fixed assets at the date of business acquisitions.
</TABLE>
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<PAGE> 16
<TABLE>
Schedule VI
ANGELICA CORPORATION AND SUBSIDIARIES
SCHEDULE VI - RESERVES FOR DEPRECIATION AND INVESTMENT TAX CREDIT
FOR THE THREE YEARS ENDED JANUARY 29, 1994
(In Thousands)
-----------------------------------------------------------------
<CAPTION>
Additions
Balance at Charged to Balance
Beginning Costs and Retirements at End of
of Period Expenses Other(a) or Sales Period
--------- ---------- -------- ----------- ---------
YEAR ENDED JANUARY 29, 1994
---------------------------
<S> <C> <C> <C> <C> <C>
Buildings & leasehold
improvements $19,332 $ 3,346 $ -- $1,075 $21,603
Machinery &
equipment 66,098 9,567 -- 2,570 73,095
Investment tax
credit 181 (83) -- -- 98
Capitalized leases 1,098 43 -- -- 1,141
------- ------- ---- ------ -------
$86,709 $12,873 $ -- $3,645 $95,937
======= ======= ==== ====== =======
<CAPTION>
YEAR ENDED JANUARY 30, 1993
---------------------------
Buildings & leasehold
improvements $16,586 $ 3,154 $ -- $ 408 $19,332
Machinery &
equipment 58,466 9,480 -- 1,848 66,098
Investment tax
credit 281 (100) -- -- 181
Capitalized leases 1,054 44 -- -- 1,098
------- ------- ---- ------ -------
$76,387 $12,578 $ -- $2,256 $86,709
======= ======= ==== ====== =======
<CAPTION>
YEAR ENDED FEBRUARY 1, 1992
---------------------------
Buildings & leasehold
improvements $14,320 $ 2,890 $ -- $ 624 $16,586
Machinery &
equipment 52,144 8,936 280 2,894 58,466
Investment tax
credit 407 (126) -- -- 281
Capitalized leases 1,011 43 -- -- 1,054
------- ------- ---- ------ -------
$67,882 $11,743 $280 $3,518 $76,387
======= ======= ==== ====== =======
<FN>
(a) Represents the reserve balance of fixed assets at the date of business acquisitions.
</TABLE>
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<PAGE> 17
<TABLE>
Schedule VIII
ANGELICA CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JANUARY 29, 1994
(In Thousands)
-------------------------------------------------
<CAPTION>
Balance at Charged Balance
Beginning to Costs at End of
Description of Period and Expenses Deductions (a) Period
- ----------- ---------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
Reserve for doubtful
accounts - deducted
from receivables in
the balance sheet
<CAPTION>
YEAR ENDED JANUARY 29, 1994
---------------------------
$3,386 $ 778 $1,534 $2,630
====== ======= ====== ======
<CAPTION>
YEAR ENDED JANUARY 30, 1993
---------------------------
$2,583 $ 2,442 $1,639 $3,386
====== ======= ====== ======
<CAPTION>
YEAR ENDED FEBRUARY 1, 1992
---------------------------
$2,602 $ 775 $ 794 $2,583
====== ======= ====== ======
<FN>
(a) Doubtful accounts written off against reserve provided, net of recoveries.
</TABLE>
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<PAGE> 18
<TABLE>
EXHIBIT INDEX
- -------------
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<FN>
*Asterisk indicates exhibits filed herewith.
**Management contract or compensatory plan incorporated by
reference from the document listed.
<C> <S>
3.1 Restated Articles of Incorporation of the Company, as
currently in effect. Said Articles were last filed as
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
22, 1994.*
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 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 Exhibit 4.3 to the Form 10-K for the
fiscal year ended 2/1/92.
Note: No other long-term debt instrument issued by the
Registrant exceeds 10% of the consolidated total assets of
the Registrant and its subsidiary. 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, incorporated
by reference to Appendix A of the Company's Proxy
Statement for the Annual Meeting of Shareholders to be
held on May 24, 1994. Subject to approval of shareholders
at the Annual Meeting before becoming effective.**
10.2 Eleventh Amendment to Angelica Corporation Retirement
Savings Plan. Said Plan was last filed as Exhibit 19.3 to
the Form 10-K for the fiscal year ended 1/27/90 and the
last amendment thereto was filed as Exhibit 19.2 to the
Form 10-K for the fiscal year ended 1/30/93.*
-17-
<PAGE> 19
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
10.3 Form of Participation Agreement for the Angelica
Corporation Management Retention and Incentive Plan with
attachment setting out officers covered under such
agreements and the "Benefit Multiple" listed for each -
Form 10-K for fiscal year ended 1/30/93, Exhibit 10.3.**
10.4 Performance Shares Plan Agreement between the Company and
T.M. Armstrong dated February 20, 1989 - Form 10-K for
fiscal year ended 1/30/93, Exhibit 10.4.**
10.5 Performance Shares Plan Agreement between the Company and
G.P. Byrd dated February 20, 1989 - Form 10-K for fiscal
year ended 1/30/93, Exhibit 10.5.**
10.6 Performance Shares Plan Agreement between the Company and
L.J. Young dated February 20, 1989 - Form 10-K for fiscal
year ended 1/30/93, Exhibit 10.7.**
10.7 Angelica Corporation Stock Option Plan (restated) - Form
10-K for fiscal year ended 2/1/92, exhibit 19.1.**
10.8 Angelica Corporation Stock Award Plan - Form 10-K for
fiscal year ended 2/1/92, exhibit 10.**
10.9 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.**
10.10 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.**
10.11 Incentive Compensation Plan (restated) - Form 10-K for
fiscal year ended 1/27/90, exhibit 19.11.**
10.12 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.**
10.13 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.**
10.14 Supplemental and Deferred Compensation Trust - Form 10-K
for fiscal year ended 2/1/92, exhibit 19.5.**
-18-
<PAGE> 20
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
10.15 Management Retention Trust - Form 10-K for fiscal year
ended 2/1/92, exhibit 19.4.**
10.16 Performance Shares Plan for Selected Senior Management
(restated) - Form 10-K for fiscal year ended 1/26/91,
exhibit 19.3.**
10.17 Management Retention and Incentive Plan (restated) - Form
10-K for fiscal year ended 1/26/91, exhibit 19.1.**
10.18 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.**
10.19 Restated Deferred Compensation Plan for Non-Employee
Directors - Form 10-K for fiscal year ended 1/28/84,
exhibit 10 (v).**
10.20 Angelica Corporation Stock Bonus and Incentive Plan -
Registration Statement No. 33-50960, exhibit 4.4, filed
August 18, 1992, incorporating all amendments thereto
through the date of this filing.**
10.21 Angelica Corporation Pension Plan as Amended and Restated
- Form 10-K for fiscal year ended 1/26/91, exhibit 19.7.**
13 Certain portions of the Annual Report to Shareholders for
the fiscal year ended January 29, 1994, which have been
incorporated by reference.*
21 Subsidiaries*
23 Consent of Independent Public Accountants*
24 Power of Attorney*
99.1 Annual Report on Form 11-K for the Angelica Corporation
Retirement Savings Plan.*
99.2 Annual Report on Form 11-K for the Angelica Corporation
Collinwood 401(k) Plan.*
99.3 Annual Report on Form 11-K for the Angelica Corporation
Savannah 401(k) Plan.*
99.4 Annual Report on Form 11-K for the Angelica Corporation
Missouri Plants 401(k) Plan.*
</TABLE>
-19-
<PAGE> 21
The Company will furnish to any record or beneficial shareholder
requesting a copy of this Annual Report on Form 10-K a copy of any
exhibit indicated in the above list as filed with this Annual Report on
Form 10-K upon payment to it of its expenses in furnishing such exhibit.
-20-
<PAGE> 1
Exhibit 3.2
ANGELICA CORPORATION
INCORPORATED UNDER THE LAWS OF MISSOURI
BY-LAWS
REVISED FEBRUARY 28, 1989
Amended: July 25, 1989
September 26, 1989
August 25, 1992
January 26, 1993
March 30, 1993
September 28, 1993
February 22, 1994
<PAGE> 2
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
<S> <C>
ARTICLE I: LOCATION AND OFFICES
Section 1:1 Principal Office 1
Section 1:2 Other Offices 1
Section 1:3 Registered Office 1
ARTICLE II: SHAREHOLDERS
Section 2:1 Annual Meeting 1
Section 2:2 Special Meetings 1
Section 2:3 Place of Meetings 2
Section 2:4 Notice of Meetings 2
Section 2:5 Quorum 2
Section 2:6 Organization 2
Section 2:7 Voting 3
Section 2:8 Election of Directors 3
Section 2:9 Persons Who May Vote Certain Shares 3
Section 2:10 List of Shareholders Kept on
File Before Meeting 4
Section 2:11 Proxy 4
Section 2:12 Inspectors of Election 4
Section 2:13 Notice of Shareholder Nominees 5
Section 2:14 Procedures for Submission of
Shareholder Proposals at Annual Meeting 6
ARTICLE III: DIRECTORS
Section 3:1 General Powers 7
Section 3:2 Number and Qualification 7
Section 3:3 Term of Office 7
Section 3:4 Removal of Directors 7
Section 3:5 Vacancies 8
Section 3:6 Place of Meetings 8
Section 3:7 Organization Meetings 8
Section 3:8 Regular Meetings 8
Section 3:9 Special Meetings 9
Section 3:10 Quorum 9
Section 3:11 Compensation 9
Section 3:12 Actions of Directors in Lieu
of Meeting 9
ARTICLE IV: COMMITTEES
Section 4:1 Executive Committee 10
Section 4:2 Meetings of Executive Committee 10
Section 4:3 Emergency Management Committee 10
Section 4:4 Other Committees 11
<PAGE> 3
<CAPTION>
PAGE
ARTICLE V: OFFICERS
Section 5:1 Officers 11
Section 5:2 Elected Officers 12
Section 5:3 Functional Responsibilities 13
Section 5:4 Absence, Disability or Death -
Elected Officers 14
Section 5:5 Term of Office and Compensation 14
Section 5:6 Removal 14
Section 5:7 Vacancies 14
Section 5:8 Bonding 14
Section 5:9 Execution of Instruments 14
ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
Section 6:1 Certificates of Shares 15
Section 6:2 Numbers and Data on Certificates 16
Section 6:3 Cancellation of Certificates 16
Section 6:4 Registration and Change of
Registration 16
Section 6:5 Regulations for Transfer 16
Section 6:6 Lost, Stolen, Destroyed or
Mutilated Certificates 17
Section 6:7 Closing of Transfer Books and
Record Dates 17
Section 6:8 Dividends 18
ARTICLE VII: MISCELLANEOUS
Section 7:1 Corporate Seal 18
Section 7:2 Resignations 18
Section 7:3 Waiver 18
Section 7:4 Amendments 18
Section 7:5 Books and Records 19
Section 7:6 Severability 19
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS; INSURANCE
Section 8:1 Liabilities Covered 19
Section 8:2 Procedure for Indemnification 20
Section 8:3 Advance Payment of Expenses 21
Section 8:4 Extent of Rights Hereunder 21
Section 8:5 Purchase of Insurance 21
Section 8:6 Indemnification Agreements 22
</TABLE>
<PAGE> 4
BY-LAWS OF
ANGELICA CORPORATION
--------------------
ARTICLE I: LOCATION AND OFFICES
--------- --------------------
Principal Office.
- ----------------
Section 1:1. The principal office of the Company shall be
at such place as the Board of Directors may from time to time
determine, but until a change is effected such principal office
shall be at 424 South Woods Mill Road, Chesterfield, Missouri
63017-3406.
Other Offices.
- -------------
Section 1:2. The Company may also have other offices, in
such places (within or without the State of Missouri) as the
Board of Directors may from time to time determine.
Registered Office.
- -----------------
Section 1:3. The registered office of the Company shall be
maintained in the State of Missouri, and may be, but need not be,
identical with the principal office. The registered office may
be changed from time to time by action of the board of Directors
and upon appropriate notice to the Secretary of State.
ARTICLE II: SHAREHOLDERS
---------- ------------
Annual Meeting.
- --------------
Section 2:1. The annual meeting of the shareholders of the
Company, for the purpose of electing Directors and for the
transaction of such other business as properly may be brought
before the meeting shall be held at such date and time as shall
be set by the Board of Directors annually at the Organizational
Meeting of the Board of Directors.
Special Meetings.
- ----------------
Section 2:2. Special meetings of the shareholders may be
called by the Chief Executive Officer, by the Board of Directors,
or by, the holders of not less than 50% of all of the outstanding
shares entitled to vote at such meeting. At the written request
of a majority of the members of the Board of Directors or of the
holders of not less than 50% of all of the outstanding shares
entitled to vote at such meeting, the Chairman of the Board, the
1
<PAGE> 5
President, or the Secretary shall issue a call for a special
meeting of the shareholders.
Place of Meetings.
- -----------------
Section 2:3. All meetings of the shareholders shall be held
at the principal office of the Company, or at such other place,
within or without the State of Missouri, as stated in the notice
of the meeting.
Notice of Meetings.
- ------------------
Section 2:4. Unless waived, as provided in Section 7:3 of
these By-Laws, written or printed notice of each meeting of the
shareholders stating the place, day and hour of the meeting, and,
in the case of a special meeting or where otherwise required by
law, the purpose or purposes for which the meeting is called,
shall, by or at the direction of the officer or other person
calling the meeting, be delivered or given to each shareholder of
record entitled to vote at such meeting, not less than ten (10)
nor more than fifty (50) days (or such greater period as then
provided by law) before the date of the meeting, either
personally or by mail. Any notice of a shareholders' meeting
sent by mail shall be deemed to be delivered when deposited in
the United States mail, with postage thereon prepaid, addressed
to the shareholder at his address as it appears on the records of
the Company.
Quorum.
- ------
Section 2:5. A majority of the outstanding shares entitled
at the time to vote thereat, when represented either in person or
by proxy at any meeting of the shareholders, shall constitute a
quorum for the transaction of business, except as otherwise
provided by law or the Articles of Incorporation; but in the
absence of such a quorum, a majority of the shares represented at
the meeting shall have the right successively to adjourn the
meeting to a specified date not longer than ninety days after
such adjournment, by action by a majority of the shares
represented at such meeting and without the need to give notice
to shareholders not present at the meeting. At such adjourned
meeting, at which a quorum shall attend, all business may be
transacted which might have been transacted at the original
meeting; provided, that at such adjourned meeting no person who
would not have been entitled to vote at the original meeting
shall be permitted to vote. Every decision by a majority of such
quorum shall be valid as an act of the Company unless a larger
vote is required by law or by the Articles of Incorporation.
Organization.
- ------------
Section 2:6. The Chairman of the Board or in his absence,
the Vice-Chairman of the Board, if any, or in his absence, the
2
<PAGE> 6
President, or in his absence, a Vice-President (in the order of
priority as may be prescribed by Resolution of the Board of
Directors), or in the absence of any Vice-President, the
Secretary, or in their absence any other officer (in the order of
seniority of age) shall call meetings of shareholders to order
and act as chairman thereof. In case none of the officers is
present, the shareholders present may elect a chairman of such
meeting from among their members. The Secretary of the Company
shall act as secretary of all meetings of the shareholders. In
his absence, or in the event he shall be acting as chairman, the
chairman may appoint any person to act as secretary.
Voting.
- ------
Section 2:7.1. Every shareholder entitled to vote at a
meeting of shareholders upon a particular question, pursuant to
law or the Articles of Incorporation, shall have one vote for
each share of stock so entitled to vote standing in his name on
the books of the Company at the time fixed by law or pursuant to
these By-Laws for the determination of the right to vote thereat.
Section 2:7.2. The date for determining the shareholders
entitled to vote at a meeting of shareholders shall be determined
pursuant to Section 6:7 if action thereunder shall have been
taken to establish the controlling date; otherwise, only the
shareholders who are shareholders of record at the close of
business on the twentieth day preceding the date of the meeting
shall be entitled to notice of and vote at the meeting and any
adjournment thereof, with the exception that if prior to the
meeting, written waivers of notice of the meeting are signed and
delivered to the Company by all shareholders of record at the
time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall
be entitled to vote at the meeting and any adjournment thereof.
Election of Directors.
- ---------------------
Section 2:8. In all elections for Directors of the Company,
each shareholder entitled to vote for the election of Directors
shall be entitled to one vote in person or by proxy for each
share having voting power. In each election for Directors, no
shareholder shall be entitled to vote cumulatively or to cumulate
his votes.
Persons Who May Vote Certain Shares.
- -----------------------------------
Section 2:9. Shares standing in the name of another
corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the By-Laws of such corporation may prescribe
or, in the absence of such provision, as the Board of Directors
of such corporation may determine. Shares standing in the name
of a deceased person may be voted by his administrator or
executor, either in person or by proxy, and shares standing in
3
<PAGE> 7
the name of a guardian, custodian, curator, or trustee, in whose
name such shares are registered, may be voted by such fiduciary,
either in person or by proxy. A shareholder whose shares are
pledged shall be entitled to vote such shares until such shares
have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so
transferred.
List of Shareholders Kept on File Before Meeting.
- ------------------------------------------------
Section 2:10. At least ten days before each meeting of the
shareholders, the Secretary, or in the event of his absence or
disability, an Assistant Secretary, shall prepare a complete list
of shareholders entitled to vote at such meeting, arranged in
alphabetical order with the address of and the number of shares
held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the
Company and shall be subject to inspection by any shareholder at
any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer
book or a duplicate thereof kept in Missouri, shall be prima
facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any
meeting of the shareholders. Failure to comply with the
requirements of this section shall not affect the validity of any
action taken at such meeting.
Proxy.
- -----
Section 2:11. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.
Inspectors of Election.
- ----------------------
Section 2:12. At each meeting of the shareholders the polls
shall be opened and closed, the proxies and ballots shall be
received and be taken in charge, and all questions touching the
qualification of voters and validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman
and secretary of the meeting as judges of election; provided,
however, that upon request of any shareholder, but not otherwise,
the chairman of the meeting shall appoint not less than two
persons who are not Directors as inspectors to receive and
canvass the votes given at such meeting and certify the result to
him. Any inspector, before he enters on the duties of his
office, shall take and subscribe the following oath, or any other
oath as may be prescribed by law for such purpose, before any
officer authorized by law to administer oaths: "I do solemnly
4
<PAGE> 8
swear that I will execute the duties of an inspector of the
election now being held with strict impartiality, and according
to the best of my ability." In all cases where the right to vote
upon any share or shares shall be questioned, it shall be the
duty of the inspectors, if any, or the persons conducting the
vote, to examine the transfer books of the Company as evidence of
shares held, and all shares entitled to vote that may appear
standing thereon in the name of any person or persons shall be
voted upon by such person or persons, either in person or by
proxy.
Notice of Shareholder Nominees.
- ------------------------------
Section 2:13. Only persons who are nominated in accordance
with the procedures set forth in this Section 2:13 shall be
eligible for election as Directors of the Company. Nominations
of persons for election to the Board of Directors of the Company
may be made at a meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder of
the Company entitled to vote for the election of Directors at
such meeting who complies with the procedures set forth in this
Section 2:13. All nominations by shareholders shall be made
pursuant to timely notice in proper written form to the Secretary
of the Company. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive
offices of the Company not less than 30 days nor more than 60
days prior to the meeting; provided, however, that in the event
that less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by
the shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such
shareholder's notice shall set forth in writing (a) as to each
person whom the shareholder proposes to nominate for election or
re-election as a Director, all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, including, without limitation,
such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected;
and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the Company's books, of such
shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. At the
request of the Board of Directors, any person nominated by the
Board of Directors for election as Director shall furnish to the
Secretary of the Company that information required to be set
forth in a shareholder's notice of nomination which pertains to
the nominee. In the event that a shareholder seeks to nominate
one or more Directors, the Secretary shall appoint two
inspectors, who shall not be affiliated with the Company, to
determine whether a shareholder has complied with this Section
5
<PAGE> 9
2:13. If the inspectors shall determine that a shareholder has
not complied with this Section 2:13, the inspectors shall direct
the chairman of the meeting to declare to the meeting that the
nomination was not made in accordance with the procedures
prescribed by the By-Laws of the Company, and the chairman shall
so declare to the meeting and the defective nomination shall be
disregarded.
Procedures for Submission of Shareholder Proposals at Annual
- ------------------------------------------------------------
Meeting.
- -------
Section 2:14. At any annual meeting of the shareholders of
the Company, only such business shall be conducted as shall have
been brought before the meeting (i) by or at the direction of the
Board of Directors of (ii) by any shareholder of the Company who
complies with the procedures set forth in this Section 2:14. For
business properly to be brought before an annual meeting by a
shareholder, the shareholder must have given timely notice
thereof in proper written form to the Secretary of the Company.
To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the
Company not less than 30 days nor more than 60 days prior to the
meeting; provided, however, that in the event that less than 40
days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the
close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such
public disclosure was made. To be in proper written form, a
shareholder's notice to the Secretary shall set forth in writing
as to each matter the shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to
be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and
address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number
of shares of the Company which are beneficially owned by the
shareholder and (iv) any material interest of the shareholder in
such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this
Section 2:14. The chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with
the provisions of this Section 2:14, and, if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted.
6
<PAGE> 10
ARTICLE III: DIRECTORS
-----------------------
General Powers.
- --------------
Section 3:1. The Board of Directors shall control and
manage the business and property of the Company. The Board may
exercise all such powers of the Company and do all lawful acts
and things as are not by law, the Articles of Incorporation, or
elsewhere in these By-Laws, directed or required to be exercised
or done by the shareholders or some particular officer of the
Company.
Number and Qualification.
- ------------------------
Section 3:2. The number of Directors to constitute the
Board of Directors shall be 8. Each change in the number of
Directors (made by amendment to this By-Law) shall be reported to
the Secretary of State of Missouri within thirty calendar days of
such change. Directors need not be shareholders unless the
Articles of Incorporation, as amended, shall require that
Directors be shareholders, in which case any Director who shall
cease to be a shareholder of record shall thereby be disqualified
and his office as Director shall thereupon automatically become
vacant.
Each Director shall be under the age of 72 years at the time
of his election to the Board. If a Director attains his 72nd
birthday prior to the expiration of his term, he shall serve
until the next annual meeting at which time his office as
Director shall thereupon automatically become vacant.
Notwithstanding the above, a majority of the Board of Directors
may elect to waive the age requirement for a Director/Nominee.
Term of Office.
- --------------
Section 3:3. The Board of Directors shall be elected by the
shareholders entitled by law or the Articles of Incorporation to
vote for the election of Directors. The Board of Directors shall
be divided into three Groups, with the terms of office of each
Group ending in successive years. Upon expiration of a Group's
initial term, all succeeding terms shall be for a period of three
(3) years, until the next applicable Annual Shareholders Meeting.
Each Director, unless removed, resigned, disqualified, or
otherwise separated from office, shall hold office for the term
for which he is elected or until his successor shall have been
elected and qualified.
Removal of Directors.
- --------------------
Section 3:4. Directors may be removed at a meeting of
shareholders called expressly for such purpose in the manner
provided herein and subject to the limitations provided by law.
The entire Board of Directors may be removed, with or without
cause, by a vote of not less than 75% of all the outstanding
7
<PAGE> 11
shares entitled to vote at such meeting. Less than the entire
Board of Directors may be removed, with or without cause, by a
vote of not less than 75% of all the outstanding shares entitled
to vote at such meeting, except in such case no Director may be
removed if the votes cast against his removal would be sufficient
to elect him if then cumulatively voted at an election of the
class of Directors of which he is a part. Such shareholders
meeting shall be held at the registered office or principal
office of the Company in Missouri or in the city or county in
Missouri in which the principal business office of the Company is
located.
Vacancies.
- ---------
Section 3:5. In case of any vacancy in the Board of
Directors through death, resignation, or removal pursuant to the
By-Laws or as provided by law, of one or more of the Directors,
a majority of the surviving or remaining Directors may fill such
vacancy or vacancies until the successor or successors are
elected at the next shareholders meeting for the purpose of
serving the remainder of the unexpired term. Unless otherwise
provided in the Articles of Incorporation, vacancies on the Board
of Directors resulting from any increase in the number of
Directors to constitute the Board of Directors may be filled by
a majority of Directors then in office, although less than a
quorum, or by a sole remaining Director, until the next election
of Directors by the shareholders of the Company.
Place of Meeting.
- ----------------
Section 3:6. The Board of Directors may hold its meetings
at the principal office of the Company or at such other place or
places within or without the State of Missouri as it may from
time to time determine. Members of the Board of Directors may
participate in a meeting of a Board by means of conference
telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and
participation in a meeting in this manner shall constitute
presence in person at the meeting.
Organization Meetings.
- ---------------------
Section 3:7. Organization meetings shall be held on the day
of the annual meeting of the shareholders, and at the principal
office of the Corporation or at such other place within or
without the State of Missouri, as the Board may deem acceptable.
No notice shall be required for any organization meeting.
Regular Meetings.
- ----------------
Section 3:8. The Board of Directors from time to time, by
resolution, may provide for regular meetings, which may
thereafter be held at the time and place designated, without
8
<PAGE> 12
notice thereof to the Directors; provided, however, that any
Director absent from the meeting at which such resolution was
adopted shall be notified of the adoption thereof not less than
3 days prior to the first regular meeting to be held pursuant
thereto.
Special Meetings.
- ----------------
Section 3:9. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the Vice-Chairman of the
Board, if any, the President, or any two Directors, and shall be
held at the time and place (within or without the State of
Missouri) specified in the call. Unless waived as hereinafter
provided, notice of the time, place and purpose of each special
meeting shall be delivered to each Director, either in person or
by mail, postage prepaid and addressed to such Director, either
at the most recent address which he has furnished the Secretary
of the Company or at his last known resident address at least two
days before such meeting. If given by mail, such notice shall be
deemed delivered upon deposit in the United States mails, postage
prepaid, and addressed in either manner aforesaid.
Quorum.
- ------
Section 3:10. Except as otherwise provided by law, by the
Articles of Incorporation, or elsewhere in these By-Laws, a
majority of the full Board of Directors shall constitute a quorum
for the transaction of business, and the act of a majority of the
Directors present at a meeting at which a quorum is present shall
be the act of the board of Directors. In the absence of a
quorum, a majority of the Directors present at a meeting, or the
Director if there be only one present, or the Secretary if there
be no Director present, may adjourn the meeting from time to
time, not to exceed thirty days until a quorum be had. No notice
other than announcement at the meeting need be given of such
adjournment.
Compensation.
- ------------
Section 3:11. A Director may be entitled to receive (a)
such transportation and other expenses incident to his attendance
at any meeting of the Board of Directors or of any committee
thereof of which he may be a member as the Board of Directors
from time to time may determine, and (b) such compensation as the
Board of Directors from time to time may determine.
Actions of Directors in Lieu of Meeting.
- ---------------------------------------
Section 3:12. Any action which is required to be or may be
taken at a meeting of the directors may be taken without a
meeting if consents in writing, setting forth the action so
taken, are signed by all of the Directors. The consents shall
have the same force and effect as a unanimous vote of the
9
<PAGE> 13
Directors at a meeting duly held and may be stated as such in any
certificate or document filed pursuant to the provisions of
Missouri law. The Secretary shall file the consents with the
minutes of the meetings of the Board of Directors.
ARTICLE IV: COMMITTEES
-----------------------
Executive Committee.
- -------------------
Section 4:1. The Board of Directors may, at its discretion
and by resolution adopted by a majority of all the members of the
Board of Directors, designate an Executive Committee to consist
of two or more Directors, one of whom shall be designated by the
Board as Chairman of the Executive Committee. The Board of
Directors may delegate to the Executive Committee any and all
authority in the management of the Company otherwise vested in
the Board of Directors. The Board of Directors shall have the
power at any time to expand or limit the authority of, to fill
vacancies in, to change the membership of, or to dissolve the
Executive Committee. A majority of the members of the Executive
Committee shall be sufficient to determine its action unless the
Board of Directors shall otherwise provide for a greater
percentage.
Meetings of Executive Committee.
- -------------------------------
Section 4:2. Regular meetings of the Executive Committee
may be held without call or notice at such times and places as
the Executive Committee from time to time may fix. Other
meetings of the Executive Committee may be called by any member
thereof either by oral, telegraphic or written notice not later
than the day prior to the date set for such meeting. Such notice
shall state the time and place of the meeting and, if by
telegraph or in writing, shall be addressed to each member at his
address as shown by the records of the Secretary of the Company.
Any member may, or upon request by any member, the Secretary
shall, give the required notice calling the meeting. The
Executive Committee shall keep a record of its proceedings, and
shall regularly present such records to the Board of Directors.
Members of the Executive Committee or any other Committee
designated by the Board of Directors may participate in a meeting
of the Committee by means of conference telephone or similar
communications equipment whereby all persons participating in the
meeting in this manner shall constitute presence in person at the
meeting.
Emergency Management Committee.
- ------------------------------
Section 4:3. The Board of Directors, by resolution of a
majority of the whole Board, may appoint three or more persons to
constitute an Emergency Management Committee or otherwise
designate the manner in which the membership of such Committee
10
<PAGE> 14
shall be determined. To the extent provided in said resolution,
and subject to the provisions of the Articles of Incorporation
and these By-Laws, such Committee shall have and may exercise all
the powers of the board of Directors in the management of the
business and affairs of the Company but only during any period
when the Board of Directors shall be unable to function by reason
of vacancies therein caused by death, resignation or otherwise,
and there shall be no Director remaining and able to fill such
vacancies pursuant to Section 3:5 of Article III and until a
Board of Directors shall have been duly constituted. Such
Committee shall, during the time it is authorized to function as
provided herein, have power to call special meetings of
stockholders, to elect or appoint officers to fill vacancies as
circumstances may require and to authorize the seal of the
Company to be affixed to all papers which may require it. Such
Committee shall make its own rules of procedure. A majority of
the Committee shall constitute a quorum. Any vacancy in the
Committee caused by death, incapacity, resignation or otherwise
may be filled by the remaining members though less than a quorum
and any member so chosen shall serve until a Board of Directors
has been duly constituted.
Other Committees.
- ----------------
Section 4:4. Other Committees may be established from time
to time by the Board of Directors. Such other Committees shall
have such purpose(s) and such power(s), as the Board of Directors
by resolution may confer. The Board of Directors or such officer
or Committee as the Board of Directors may designate, shall have
the power to appoint members of such other Committee, to remove
any member thereof and to fill any vacancy therein, and to
designate the Chairman of such other Committee. Unless otherwise
provided by the Board of Directors, a majority of the members of
such other Committee shall constitute a quorum, and the acts of
a majority of the members present at a meeting at which a quorum
is present shall be the act of such other Committee.
ARTICLE V. OFFICERS
-------------------
Section 5:1. The Principal Officers of the Company shall be
a Chairman of the Board, a Vice-Chairman of the Board (if the
Board shall choose to elect one), a Chief Executive Officer, a
President, one or more Executive Vice-Presidents, one or more
Vice-Presidents and/or Vice-Presidents of such designation as the
Board shall deem appropriate, a Secretary, a Treasurer, one or
more Controller(s) and such other officer or assistant officers
as may be deemed necessary and elected by the Board of Directors.
Each elected officer shall have all powers and duties usually
incident to such elected office except as modified pursuant to
the provisions of Sections 5:2 and 5:3. Any two or more offices
may be held by the same person except that the offices of
Chairman of the Board or of President and the office of the
11
<PAGE> 15
Secretary may not be held by the same person. Any officer
elected by the Board may be specially designated by the Board
with one or more functional titles.
Elected Officer.
- ---------------
Section 5:2. The general duties of the elected officers
shall be as set forth below:
(a) Chairman of the Board. The Board of Directors
---------------------
shall elect one of its number Chairman of the Board who shall
preside at all meetings of the shareholders and of the Board of
Directors at which he may be present. The Chairman of the Board
shall have such other powers and duties as, from time to time,
shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section
5:3.
(b) Vice-Chairman of the Board. The Board of Directors
--------------------------
may, in its discretion, elect one of its number Vice-Chairman of
the Board who, in the absence of the Chairman of the Board, shall
preside at all meetings of the shareholders and of the Board of
Directors at which he may be present. The Vice-Chairman of the
Board shall have such other powers and duties as, from time to
time, shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and Section 5:3.
(c) President. When the Chairman of the Board, and the
---------
Vice-Chairman of the Board, if any, are absent the President
shall preside at all meetings of the Board of Directors and shall
have such other powers and duties as, from time to time shall
reside in or be assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section
5:3.
(d) Executive Vice-President and Vice President. Each
-------------------------------------------
Executive Vice-President and each Vice President, of such
designation as the Board has deemed appropriate, shall have such
powers and duties as, from time to time, shall reside in or be
assigned to said office pursuant to the provisions of subsection
(h) of this Section 5:2 and of Section 5:3.
(e) Treasurer. Subject to the authority of the Chief
---------
Financial Officer of the Company, if there be one, the Treasurer
shall have custody of, and be responsible for, all the funds and
securities of the Company, and shall deposit and withdraw such
funds and securities in and from such banks, trust companies, or
other depositories as shall be selected by and in accordance with
the resolutions adopted from time to time by the Board of
Directors. He shall also have such other powers and duties as,
from time to time shall reside in or be as assigned to said
office pursuant to the provisions of subsection (h) of this
Section 5:2 and of Section 5:3.
12
<PAGE> 16
(f) Secretary. The Secretary shall keep the minutes of
---------
the meetings of the shareholders, the Board of Directors (unless
otherwise delegated by the Board to one of its members), and the
Executive Committee, if any, shall see that all notices are duly
given in accordance with the provisions of these By-Laws or as
required by law, be custodian of the Company's records and seal,
keep a register of the post office address of all shareholders,
have general charge of the books and records of the Company, and
sign such instruments with the President or other officers as may
be required. The Secretary shall have such other powers and
duties as, from time to time, shall reside in or be as assigned
to said office pursuant to the provisions of subsection (h) of
this Section 5:2 and of Section 5:3.
(g) Controller. Subject to the authority of the Chief
----------
Financial Officer of the Company, if there be one, the Controller
shall have custody of and be responsible for the maintenance of
the books of account of the Company. He shall also have such
other powers and duties as, from time to time shall reside in or
be as assigned to said office pursuant to the provisions of
subsection (h) of this Section 5:2 and of Section 5:3.
(h) Other Duties and Responsibilities. Subject to the
---------------------------------
ultimate authority of the Board of Directors and its Executive
Committee, if there be one, each of the officers elected or
appointed by the Board of Directors, shall have such other duties
and responsibilities as may be provided by law, and to the extent
not in conflict with law, and as shall from time to time be
assigned, modified or terminated by the Chief Executive Officer
or his designee (which may be the person who is such officer's
immediate superior as shown on any Company organization chart or
similar document outlining job duties, responsibilities or
accountabilities of the Company's officers as may be in effect
from time to time).
Functional Responsibilities.
- ---------------------------
Section 5:3. Chief Executive Officer. The Chief Executive
-----------------------
Officer shall have active executive management of and ultimate
responsibility for the conduct of the business operations of the
Company. Such executive management shall include the assignment
of responsibilities of other elected or appointed officers,
provided however, that he may, in his sole discretion, delegate
his authority to assign the responsibilities of the other elected
officers to an officer designated by him for that purpose.
Unless such power is otherwise delegated to some other officer,
agent or proxy, the Chief Executive Officer shall have full power
and authority in behalf of the Company: (i) to act and to vote,
as fully as the Company might do if present at any meeting, or
any adjournment thereof, of the shareholders of a corporation in
which the Company may hold stock; (ii) to waive notice of and
consent to the holding of any such meeting or adjournment; and
13
<PAGE> 17
(iii) to sign a consent to action in lieu of any such meeting or
adjournment.
Absence, Disability or Death - Elected Officers.
- -----------------------------------------------
Section 5:4. In the absence, disability or death of any
elected Officer of the Company the duties and powers of such
officer shall be performed first by the superior of such officer,
or by such superior's designee, or second by the person who is
the officer's subordinate as shown in any Company organization
chart or similar document outlining job duties, responsibilities
or accountabilities of such officer in effect from time to time.
Term of Office and Compensation.
- -------------------------------
Section 5:5. The compensation of the elected or appointed
officers of the Company shall be fixed by the Board of Directors;
provided, however, that the Board of Directors may delegate to
any committee or officer, other than the holder of the office
involved, the power to fix the compensation of officers. All
officers of the Company shall hold office only at the pleasure of
the Board of Directors.
Removal.
- -------
Section 5:6. Any officer elected by the Board of Directors
may be removed by the Board of Directors with or without a
hearing and with or without cause whenever in its judgement the
best interests of the Company will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed.
Vacancies.
- ---------
Section 5:7. Any vacancy in any office because of death,
resignation, removal, or any other cause shall be filled in the
manner prescribed in these By-Laws for the election to such
office.
Bonding.
- -------
Section 5:8. If so required by the Board of Directors, or
applicable Company policy an officer shall give bond for the
faithful discharge of his duties in such form and amount and with
such sureties as the Board of Directors may provide, but the
premiums for any such bond shall be borne by the Company.
Execution of Instruments.
- ------------------------
Section 5:9. all bills of exchange, promissory notes, and
checks issued, drawn, or made by the Company shall be signed by
such officer or officers, or such individual or individuals, as
the Board of Directors may from time to time designate therefor;
14
<PAGE> 18
provided, however, that in the absence of any such designation,
they may be signed on behalf of the Company by any two of the
following officers: The Chairman of the Board, the Vice-Chairman
of the Board, if any, the President, any Executive Vice
President, any Vice-President, and the Treasurer. Any other
contract or obligation of the Company shall be executed by such
officer or officers, or such other individual or individuals, as
the Board of Directors may direct, or, in the absence of such
direction, by the Chairman of the Board, the Vice-Chairman of the
Board, if any, the President, any Executive Vice-President, any
Vice President (of whatever designation he/she may have), the
Secretary, the Treasurer, or an Assistant Secretary, provided,
however, that any person designated as an authorized signer,
whether by law, by action of the Board of Directors, by these By-
Laws, or otherwise, shall, without exception, obtain the prior
approvals, or the review of action, required by any resolution
adopted by the Board of Directors expressing a policy governing
the execution of documents intended to bind this Company. The
seal of the Company may be affixed to instruments executed on its
behalf by its proper officers and shall be affixed to such
instruments as required by law and as the Board of Directors may
direct. When affixed, the seal may be attested by the Secretary,
an Assistant Secretary or by such other officer as the Board of
Directors may direct.
ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
---------- ---------------------------
Certificates of Shares.
- ----------------------
Section 6:1. Certificates for shares of the capital stock
of the Company shall be in such form, not inconsistent with
applicable law or the Articles of Incorporation, as shall be
approved by the Board of Directors, and shall be signed by the
Chairman of the Board or by the President or an Executive Vice-
President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer,
provided that the signatures of any such officers thereon may be
facsimiles, engraved or printed, if such certificates are signed
by a transfer agent other than the Company or its employee or by
a registrar other than the Company or its employee. The seal of
the Company shall be impressed, by original or by facsimile,
printed or engraved, on all such certificates. In case any such
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any such certificate
shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may
nevertheless be issued by the Company with same effect as if such
officer, transfer agent or registrar had not ceased to be such
officer, transfer agent or registrar at the date of its issue.
15
<PAGE> 19
Numbers and Data on Certificate.
- -------------------------------
Section 6:2. All Certificates shall be numbered as may be
required by resolution of the Board of Directors, and each shall
show thereon the name of the person owning the shares represented
thereby, the number of such shares, and the date of issue, which
information shall be entered on the Company's books.
Cancellation of Certificates.
- ----------------------------
Section 6:3. Every certificate surrendered to the Company
for transfer or otherwise in exchange for a new certificate shall
be marked "canceled" with the date of cancellation, and no new
certificate(s) in lieu thereof shall be issued until the former
certificate(s) for an equivalent number of shares shall have been
surrendered and cancelled, except as otherwise provided in
Section 6:6 of these By-Laws.
Registration and Change of Registration.
- ---------------------------------------
Section 6:4. The names and addresses of the persons owning
certificates representing shares of stock in the Company together
with the number of shares of stock owned by them respectively
shall be registered on the books of the Company. The Company
shall register transfers of such certificates together with the
date of such transfers if the certificates are (1) delivered and
endorsed either in blank or to a specified person by the person
appearing by the certificate to be the owner of the shares
represented thereby, or (2) delivered together with a separate
document containing a written assignment of the certificate or a
power of attorney to sell, assign, or transfer the same or the
share represented thereby, signed by the person appearing by the
certificate to be the owner of the shares represented thereby
(said assignment or power of attorney to be either in blank or to
a specified person), or (3) delivered together with an assignment
endorsed thereon or in a separate instrument signed by the
trustee in bankruptcy, receiver, guardian, executor,
administrator, custodian, or other person duly authorized by law
to transfer the certificate on behalf of the person appearing by
the certificate to be the owner of the shares represented
thereby. Notwithstanding the above provisions on transfers of
shares, the person in whose name shares stand on the books of the
Company at the date of the closing of the transfer books or at
the record date fixed by law or pursuant to Section 6:7 of these
By-Laws shall be deemed the owner thereof insofar as rights to
receive dividends, to vote, and to have any other rights or
privileges as a shareholder.
Regulations for Transfer.
- ------------------------
Section 6:5. The board of Directors shall have power and
authority to make such rules and regulations as it deems
expedient concerning the issue, transfer, and registration of
16
<PAGE> 20
certificates for shares of the capital stock of the Company, and
may appoint one or more transfer agents or transfer clerks as
registrars of transfer, and may require all certificates to bear
the signature of a transfer agent or transfer clerk or registrar
of transfer.
Lost, Stolen, Destroyed or Mutilated Certificates.
- -------------------------------------------------
Section 6:6. Upon proof satisfactory to the Chairman of the
Board, or, in his absence the President and the Secretary that
any certificate for shares of the capital stock of the Company
issued and outstanding has been lost, stolen, destroyed or
mutilated, and upon due application in writing by the person in
whose name the same may stand of record on the books of the
Company, or by his legal representative, and the surrender
thereof in the case of a mutilated certificate, or, in the case
of a certificate having been lost, stolen, or destroyed, the
giving of an indemnifying bond in such form and amount and with
such sureties as the Board of Directors may require, the proper
officers of the Company are authorized and empowered to issue a
new certificate or certificates to the owner thereof in lieu of
the certificate that has been lost, stolen, destroyed, or
mutilated. The Board of Directors may delegate to any transfer
agent of the Corporation the authorization of the issue of such
new certificate or certificates and the approval of the form and
amount of such indemnity bond or bonds and the surety or sureties
thereon.
Closing of Transfer Books and Record Dates.
- ------------------------------------------
Section 6:7. The Board of Directors shall have power to
close the transfer books of the Company for a period not
exceeding fifty days (or such greater period as then provided by
law) preceding the date of any meeting of shareholders or the
date for payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of
shares shall go into effect, or in lieu thereof may fix in
advance a date not exceeding fifty days (or such greater period
as then provided by law) preceding the date of any meeting of
shareholders or the date for payment of any dividend or the date
of the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect, as a
record date for the determination of the shareholders entitled to
notice of and to vote at any such meeting and any adjournment
thereof or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, and
in such case only shareholders of record on the date of closing
the transfer books or on the record date so fixed shall be
entitled to such notice of and to vote at such meeting and any
adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on
17
<PAGE> 21
the books of the Company after such date of closing of the
transfer books or such record date fixed as aforesaid.
Dividends.
- ---------
Section 6:8. Subject to any and all limitations upon the
payment of dividends imposed by law or by the Articles of
Incorporation, the Board of Directors, in its discretion, may
from time to time declare and cause to be paid dividends upon the
outstanding shares of the capital stock of the Company in cash,
property, shares of the capital stock of the Company, or any
combination thereof.
ARTICLE VII: MISCELLANEOUS
----------- -------------
Corporate Seal.
- --------------
Section 7:1. The Board of Directors shall provide a
suitable seal, containing the name of the Company, which seal
shall be in the custody of the Secretary, and may provide for one
or more duplicates thereof to be kept in the custody of the
Treasurer and Assistant Treasurer and/or Assistant Secretary.
Resignations.
- ------------
Section 7:2. Any Director or Officer of the Company may
resign such office at any time by giving written notice to the
Chairman of the Board of Directors, the President, or the
Secretary. Such resignation shall take effect at the date of the
receipt of such notice, or at any later time specified therein,
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Waiver.
- ------
Section 7:3. Whenever any notice is required to be given by
law, the Articles of Incorporation, or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, or a duly authorized representative of such person,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Presence at a meeting
of shareholders or of Directors shall constitute a waiver of
notice except where the shareholder or Director states that he is
present solely for the purpose of objecting to the transaction of
business because the meeting was not lawfully called or convened.
Amendments.
- ----------
Section 7:4. The Board of Directors, provided the power
conferred hereby shall not be inconsistent with the Articles of
Incorporation or applicable law, shall have power to make, amend
and repeal the By-Laws of the Company by a vote of a majority of
18
<PAGE> 22
all of the members of the Board of Directors at any organization,
regular or special meeting of the Board, provided that notice of
intention to make, amend or repeal the By-Laws, in whole or in
part shall have been given at the next preceding meeting; or,
without any such notice, by a vote of 2/3 of all of the members
of the Board of Directors.
Books and Records.
- -----------------
Section 7:5. Except as the Board of Directors may from time
to time direct or as may be required by law, the company shall
keep its books and records at its principal office.
Severability.
- ------------
Section 7:6. If any word, clause or provision of these By-
Laws shall, for any reason, be determined to be invalid or
ineffective, the provisions hereof shall not otherwise be
affected thereby and shall remain in full force and effect.
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS,
------------ OFFICERS AND OTHERS; INSURANCE
------------------------------
Liabilities Covered
- -------------------
Section 8:1(a). The Company shall indemnify any person who
was, or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company or (at the
request of the Company and in addition to his or her service as
a director or officer of the Company) is or was serving as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceedings, to the
full extent and under the circumstances permitted by law. For
the purposes of this Article VIII, "officer" shall mean each
person elected, or requested to serve, as an officer by the Board
of Directors of the Company and any other person serving as an
officer shall not be an officer for the purposes of this ARTICLE
VIII but may be indemnified as an employee or agent of the
Company or other enterprise.
Section 8:1(b). In addition, the Company may (but shall not
be obligated to) indemnify any person who was or is threatened to
be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was an
employee or agent of the Company or is or was serving at the
request of the Company as an employee or agent of another
19
<PAGE> 23
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceedings, to the full extent and under the circumstances
permitted by law.
Section 8:1(c). The Company shall not be obligated to
indemnify any person in connection with his service as a
director, officer, employee or agent of a constituent corporation
merged into or consolidated with the Company, or his service at
the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise; provided, however, such
person may be indemnified, to the full extent and under the
circumstances permitted by law, if in connection with such merger
or consolidation, the Board of Directors of the Company so
directs or the agreement providing for such merger or
consolidation so provides.
Section 8:1(d). If this Section 8:1 is approved by a vote
of the stockholders of the Company, indemnification shall or may
(as the case may be) be provided hereunder unless the conduct of
the person to be indemnified is finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful
misconduct.
Section 8:1(e). Notwithstanding anything set forth herein,
no indemnity shall be paid by the Company (i) in respect of
remuneration paid to any person if it shall be determined by a
final judgment or other final adjudication that such remuneration
was in violation of law, or (ii) on account of any suit in which
judgment is rendered against any person (seeking indemnification
hereunder) for an accounting of profits made from the purchase or
sale by such person of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any federal,
state or local statutory law.
Procedures for Indemnification.
- ------------------------------
Section 8:2. Any indemnification under Section 8:1(a) of
this ARTICLE VIII (unless ordered by a court) shall be made by
the Company unless a determination is reasonably and promptly
made that indemnification is not proper in the circumstances
because the person to be indemnified has not satisfied the
conditions set forth in such Section 8:1. Any indemnification
under Section 8:1(b) of this ARTICLE VIII (unless ordered by a
court) shall be made as authorized in a specified case upon a
determination that indemnification is proper in the circumstances
because the person to be indemnified has satisfied the conditions
set forth in such Section 8:1. Any such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum
20
<PAGE> 24
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
Advance Payment of Expenses.
- ---------------------------
Section 8:3(a). With respect to any person entitled to be
indemnified under Section 8:1(a) of this ARTICLE VIII, expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Company in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person seeking such advance to
repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Company as
authorized in this ARTICLE VIII.
Section 8:3(b). With respect to any person who may be
indemnified under Section 8:1(b) of this ARTICLE VIII, expenses
incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final
disposition of the action, suit or proceeding as authorized by
the Board of Directors in a specific case upon receipt of an
undertaking by or on behalf of the person seeking such
indemnification to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
Company as authorized in this ARTICLE VIII.
Extent of Rights Hereunder.
- --------------------------
Section 8:4. The foregoing rights of indemnification shall
not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-Law,
agreement, vote of stockholders of disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
Purchase of Insurance.
- ---------------------
Section 8:5. The directors may authorize, to the extent
permitted by The General and Business Corporation Law of
Missouri, as in effect and applicable from time to time, the
purchase and maintenance of insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company
or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in such capacity or arising out
of his status as such, whether or not the Company would have the
21
<PAGE> 25
power to indemnify him against such liability under the
provisions of The General and Business Corporation Law of
Missouri.
Indemnification Agreements.
- --------------------------
Section 8:6. With respect to any of the persons who shall
or may be indemnified pursuant to Section 8:1 of this ARTICLE
VIII, the Company may enter into written agreements providing for
the mandatory indemnification of such persons in accordance with
the provisions of this ARTICLE VIII. In the event of any
conflict between the provisions of this ARTICLE VIII and the
provisions of an indemnification agreement adopted by the
stockholders, the terms of such agreement shall prevail.
22
<PAGE> 1
ELEVENTH AMENDMENT Exhibit 10.2
TO
ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
-----------------------
WHEREAS, Angelica Corporation, a corporation duly organized
and existing under the laws of the State of Missouri (hereinafter
referred to as the "Company"), established and continues to
maintain the Angelica Corporation Retirement Savings Plan
(hereinafter referred to as the "Plan"); and
WHEREAS, the Company desires to amend the Plan effective as of
January 1, 1994, except as otherwise stated herein;
NOW, THEREFORE, the Plan is amended, effective as of January
1, 1994, except as otherwise stated herein, as follows:
I.
The second sentence of Section 4.3(a) of the Plan is hereby
deleted and the following sentence is substituted in lieu thereof:
"Such percentage shall be in whole percentages of Base
Pay and shall not be less than one percent (1%) of the
Participant's Base Pay, subject to the limitations set
forth in Code Section 402(g)."
II.
The first sentence of Section 6.1 is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"6.1 Each Participant shall direct in which of the
investment options made available to all Participants
(and Beneficiaries) his Salary Deferral Account, Matching
Contributions Account and Rollover Account, if any, are
to be invested in accordance with uniform and
nondiscriminatory rules of procedure established by the
Administrator which shall be consistently applied to all
similarly situated individuals. The Administrator shall
have the sole discretion to determine the number of
investment funds to be maintained hereunder and the
nature of the funds and may change or eliminate the
investment funds provided hereunder from time to time.
Such funds shall be held and administered in accordance
with uniform and nondiscriminatory rules of procedure
established by the Administrator. The investment funds
may include, but are not limited to, the following:"
III.
Paragraph D of Section 6.1 is deleted in its entirety and the
following is substituted in lieu thereof:
<PAGE> 2
"D. Directed Purchase of Life Insurance. (1) Prior to
-----------------------------------
November 1, 1989, every Participant had the right,
exercisable by him in his sole discretion, to direct that
a portion of his Account be applied to purchase insurance
insuring his life or the life or lives of his spouse and
children under age 23. Effective November 1, 1989, life
insurance policies may no longer be purchased under the
Plan. All life insurance policies existing under the
Plan on November 1, 1989, shall be retained in the Plan
until distributable or until the Participant directs that
such insurance be cancelled or placed on a paid up basis,
and shall remain subject to the provisions of the Plan as
in effect on November 1, 1989."
IN WITNESS WHEREOF, the Company has executed this Eleventh
Amendment and affixed its corporate seal hereto by its duly
authorized officer on this 30th day of November, 1993.
ANGELICA CORPORATION
WITNESSED BY: By: /s/ L. J. Young
-------------------------------------
President & Chief Executive
Officer
/s/ Jill Witter
- -------------------------
-2-
<PAGE> 1
FINANCIAL REVIEW
-----------------------
! Financial Condition !
-----------------------
At the end of fiscal 1994, the financial condition of the Company
continued to be quite strong. Working capital of $157.2 million and a
current ratio of 4.0 to 1 were both very strong, although slightly lower
than working capital of $161.1 million and a current ratio of 4.7 to 1
at the end of the prior year. Total current assets rose $5.4 million in
the year, including a small decrease in cash and short-term investments
and modest increases in all other categories. Receivables increased by
$1.7 million, and days outstanding were 67 versus 66 at the same time
last year. A $2.2 million increase in linens in service was largely due
to the Colton, California and Las Vegas, Nevada laundry acquisitions
made in fiscal 1994. Current liabilities rose by $9.4 million, as a
result of $9.9 million of short-term bank loans outstanding at year end
which were used principally to finance acquisitions during the year.
Long-term debt decreased
$5.9 million in fiscal 1994 as a result of normal sinking fund payments
and repayment of life insurance policy loans. No new long-term debt was
issued during the year. The ratio of long-term debt to total long-term
debt and equity at year end dropped to 27.3% compared with 29.2% last
year. Pre-tax interest coverage in fiscal 1994 was lower than the prior
year due to lower income, but still 3.4 times.
Cash flow from operating activities in fiscal 1994 was $21.1 million,
down from $30.8 million in the prior year due to lower income and
increased working capital requirements. Receivables and linens in
service, both of which decreased providing cash flow in fiscal 1993,
showed modest increases requiring cash use in fiscal 1994. Cash used
in investing activities was
$17.4 million this year compared with $15.0 million the prior year.
Capital expenditures of $8.8 million were lower than the $9.9 million
invested in fiscal 1993, but acquisition expenditures of $8.6 million
this year versus $5.1 million last year more than offset the difference.
Cash flow used in financing activities was $4.4 million in fiscal 1994,
which included
$8.4 million of dividends paid and $5.9 million of long-term debt
repayments, offset in part by the external, short-term bank financing of
$9.9 million.
No material change in the Company's future aggregate cash requirements
is foreseen at the present time. In addition, it is Management's opinion
that the Company's financial condition is such that internal and
external resources are sufficient to satisfy the Company's future
requirements for capital expenditures, dividends and working capital.
----------------------
! Analysis of Fiscal !
! 1994 Operations !
! Compared to 1993 !
----------------------
In fiscal 1994, combined sales
and rental service revenues of $427.1 million were $3.7 million or 0.9
percent lower than last year. Excluding acquisitions made this year and
last, the decline would have been 2.8 percent. In the Rental Services
segment, revenues were down $3.2 million (1.5 percent). The impact on
revenues of the previously-announced loss of two large customers in
California at midyear last year was offset in part by new customer
additions and by acquisitions this year. Sales of the Manufacturing and
Marketing segment, before deduction for intersegment sales, were $3.1
million or 1.7 percent lower than the prior year. Excluding
acquisitions, sales would have been 3.7 percent lower. In the U.S.
operations of this segment, sales to the hospitality market showed
strong increases while sales to the health care market were down. Sales
of the Canadian and United Kingdom operations also were lower due to the
effect of recessions there
Angelica Corporation and Subsidiaries
13
<PAGE> 2
FINANCIAL REVIEW
continuing to be felt and to the loss during the year of
Canada Post, the largest Canadian customer. Life Retail Stores sales
rose $2.2 million (4.0 percent) due to acquisitions and a 1.7 percent
same-store sales increase.
The gross profit percent to combined sales and rental service revenues
was 27.2 percent, unchanged from the prior year. In the Rental Services
segment, margins were slightly higher than the prior year largely due to
good cost control offsetting the impact of competitive pricing
pressures. Margins of the Manufacturing and Marketing segment were down
versus last year, principally the result of a change in sales mix and
competitive pricing pressures causing price reductions to retain
business. As in the previous year, margins of the Life Retail Stores
segment were fractionally lower due to higher discounts.
Selling, general and administrative expenses in fiscal 1994 were $2.3
million or 2.8 percent higher than the prior year and increased as a
percent to combined sales and rental service revenues. Most of this
increase was due to acquisitions. Interest expense of
$7.4 million in fiscal 1994 compared with $7.5 million in the prior
year, reflecting sinking fund payments and the repayment of loans on
company-owned life insurance policies. Due to the federal income tax
increase, the effective tax rate in fiscal 1994 was 38.3 percent
compared with 38.0 percent in fiscal 1993.
----------------------
! Analysis of Fiscal !
! 1993 Operations !
! Compared to 1992 !
----------------------
Combined sales and rental service revenues of $430.8 million in fiscal
1993 were slightly lower (0.9 percent) than the prior year. Excluding
acquisitions made in fiscal 1993 and the prior year,
the decline would have been 3.8 percent. Revenues of the Rental Services
segment were down $11.8 million (5.1 percent), reflecting the midyear
loss of two large customers in California plus increased competitive
pricing pressures. Sales of the Manufacturing and Marketing segment,
before deduction for intersegment sales, were essentially flat compared
with last year. Excluding acquisitions, sales of this segment would have
been lower by 4.9 percent as a result of the continued impact of
recessions in the U.S., Canada and the United Kingdom. In the Life
Retail Stores segment, sales rose $4.6 million (9.3 percent) due to
acquisitions plus a 6.1 percent increase in same-store sales.
The overall gross profit percent to combined sales and rental service
revenues declined to 27.2 percent in fiscal 1993 from 29.5 percent in
the prior year as margins were down in all three businesses. Margins of
the Rental Services segment were down because of new customers being
added at lower-than-normal margin levels and the necessity, in some
cases, to lower prices to retain existing customers. In the
Manufacturing and Marketing segment, the margin decrease reflected price
reductions needed to retain business as well as some change in sales mix
to lower margin products. Margins of the Life Retail Stores were only
fractionally lower due to slightly higher discounts.
Selling, general and administrative expenses increased $2.3 million
(2.7 percent) in fiscal 1993 and also increased as a percent to combined
sales and rental service revenues. However, excluding the selling,
general and administrative expenses of businesses acquired, these
expenses actually were lower than in fiscal 1992 and also lower as a
percent to combined sales and rental service revenues. Interest expense
of $7.5 million in fiscal 1993 was $0.5 million (7.6 percent) higher
than in the prior year due to higher rates associated with permanent
financing completed in late fiscal 1992.
Angelica Corporation and Subsidiaries
14
<PAGE> 3
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
For Years Ended January 29, January 30, February 1,
(Dollars in thousands, except per share amounts) 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental service revenues $215,248 $218,466 $230,302
Net sales 211,880 212,331 204,169
- ------------------------------------------------------------------------------------------------------------
427,128 430,797 434,471
- ------------------------------------------------------------------------------------------------------------
Cost of rental services 167,883 170,830 171,154
Cost of goods sold 143,046 142,670 135,302
- ------------------------------------------------------------------------------------------------------------
310,929 313,500 306,456
- ------------------------------------------------------------------------------------------------------------
Gross profit 116,199 117,297 128,015
Selling, general and administrative expenses 87,180 84,848 82,587
- ------------------------------------------------------------------------------------------------------------
Income from operations 29,019 32,449 45,428
Interest expense (7,444) (7,520) (6,992)
Other expense, net (3,515) (2,676) (1,918)
- ------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect of
accounting change 18,060 22,253 36,518
Provision for income taxes 6,909 8,450 13,848
- ------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting change 11,151 13,803 22,670
Cumulative effect of change in accounting for income taxes -- 1,984 --
- ------------------------------------------------------------------------------------------------------------
Net income $ 11,151 $ 15,787 $ 22,670
============================================================================================================
Earnings per share:
Before cumulative effect of accounting change $ 1.23 $ 1.50 $ 2.43
Cumulative effect of change in accounting for income taxes -- .21 --
- ------------------------------------------------------------------------------------------------------------
Net income per share $ 1.23 $ 1.71 $ 2.43
============================================================================================================
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Angelica Corporation and Subsidiaries
15
<PAGE> 4
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
- ----------------------------------------------------------------------------------------------
January 29, January 30,
(Dollars in thousands) 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 2,020 $ 2,746
Receivables, less reserves of $2,630 and $3,386 68,247 66,507
Inventories 104,570 102,596
Linens in service 31,099 28,939
Prepaid expenses 4,319 4,090
- ----------------------------------------------------------------------------------------------
Total Current Assets 210,255 204,878
- ----------------------------------------------------------------------------------------------
Property and Equipment:
Land 5,125 5,080
Buildings and leasehold improvements 63,460 60,500
Machinery and equipment 119,471 114,158
Capitalized leased property 1,849 1,849
- ----------------------------------------------------------------------------------------------
189,905 181,587
Less-reserve for depreciation 95,937 86,709
- ----------------------------------------------------------------------------------------------
93,968 94,878
- ----------------------------------------------------------------------------------------------
Other:
Goodwill 5,833 6,209
Other acquired assets 8,759 8,546
Cash surrender value of life insurance 9,409 7,848
Miscellaneous 4,637 4,298
- ----------------------------------------------------------------------------------------------
28,638 26,901
- ----------------------------------------------------------------------------------------------
Total Assets $332,861 $326,657
==============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt $ 9,900 $ --
Current maturities of long-term debt 2,568 2,574
Accounts payable 17,593 17,585
Accrued wages and other compensation 6,949 6,681
Other accrued liabilities 10,527 11,630
Income taxes 2,276 2,299
Deferred income taxes 3,254 2,980
- ----------------------------------------------------------------------------------------------
Total Current Liabilities 53,067 43,749
- ----------------------------------------------------------------------------------------------
Long-Term Debt, less current maturities 72,255 78,175
- ----------------------------------------------------------------------------------------------
Other:
Deferred compensation and other payments 11,048 10,343
Deferred income taxes 4,498 5,181
- ----------------------------------------------------------------------------------------------
15,546 15,524
- ----------------------------------------------------------------------------------------------
Shareholders' Equity:
Preferred Stock -- --
Common Stock, $1 par value, authorized 20,000,000 shares,
issued: 9,447,614 and 9,444,285 shares 9,448 9,444
Capital surplus 3,672 3,606
Retained earnings 190,301 187,507
Translation adjustment (1,658) (1,212)
Common Stock in treasury, at cost: 361,580 and 380,451 shares (9,770) (10,136)
- ----------------------------------------------------------------------------------------------
191,993 189,209
- ----------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $332,861 $326,657
==============================================================================================
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Angelica Corporation and Subsidiaries
16
<PAGE> 5
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
For Years Ended January 29, January 30, February 1,
(Dollars in thousands) 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PREFERRED STOCK
Balance beginning of year $ -- $ -- $ --
Changes during year -- -- --
- ------------------------------------------------------------------------------------------------------------
Balance end of year $ -- $ -- $ --
- ------------------------------------------------------------------------------------------------------------
COMMON STOCK ($1 PAR VALUE)
Balance beginning of year $ 9,444 $ 9,431 $ 9,369
Exercise of stock options 4 13 62
- ------------------------------------------------------------------------------------------------------------
Balance end of year $ 9,448 $ 9,444 $ 9,431
- ------------------------------------------------------------------------------------------------------------
CAPITAL SURPLUS
Balance beginning of year $ 3,606 $ 3,230 $ 1,786
Exercise of stock options 66 376 1,444
- ------------------------------------------------------------------------------------------------------------
Balance end of year $ 3,672 $ 3,606 $ 3,230
- ------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance beginning of year $187,507 $180,179 $165,770
Net income 11,151 15,787 22,670
Cash dividends (8,443) (8,472) (8,279)
Exercise of stock options 86 13 18
- ------------------------------------------------------------------------------------------------------------
Balance end of year $190,301 $187,507 $180,179
- ------------------------------------------------------------------------------------------------------------
TRANSLATION ADJUSTMENT
Balance beginning of year $ (1,212) $ 601 $ 762
Change in cumulative adjustment (446) (1,813) (161)
- ------------------------------------------------------------------------------------------------------------
Balance end of year $ (1,658) $ (1,212) $ 601
- ------------------------------------------------------------------------------------------------------------
COMMON STOCK IN TREASURY, AT COST
Balance beginning of year $(10,136) $ (3,138) $ (2,003)
Treasury stock purchased -- (7,021) (1,157)
Exercise of stock options/stock awards 366 23 22
- ------------------------------------------------------------------------------------------------------------
Balance end of year $ (9,770) $(10,136) $ (3,138)
- ------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY, END OF YEAR $191,993 $189,209 $190,303
============================================================================================================
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Angelica Corporation and Subsidiaries
17
<PAGE> 6
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
For Years Ended January 29, January 30, February 1,
(Dollars in thousands) 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $11,151 $15,787 $22,670
Non-cash items included in net income:
Depreciation 12,872 12,578 11,743
Amortization of acquisition costs 3,539 3,417 3,011
Cumulative effect of change in accounting for income taxes -- (1,984) --
Change in working capital components, net of businesses acquired:
Receivables, net (1,720) 1,480 2,727
Inventories and linens in service (2,100) 3,533 2,249
Prepaid expenses (229) (282) 176
Accounts payable 8 914 (2,886)
Compensation and other accruals (835) 361 1,666
Cash surrender value of life insurance (1,561) (1,363) (1,148)
Other, net (66) (3,634) 740
- ------------------------------------------------------------------------------------------------------------
Net cash flow provided by operating activities 21,059 30,807 40,948
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment, net (8,770) (9,899) (13,159)
Cost of businesses acquired (8,628) (5,071) (18,579)
- ------------------------------------------------------------------------------------------------------------
Net cash flow used in investing activities (17,398) (14,970) (31,738)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt -- -- 25,000
Proceeds from issuance of short-term debt 9,900 -- --
Debt repayments (5,920) (2,574) (22,666)
Dividends paid (8,443) (8,472) (8,279)
Purchase of treasury stock -- (7,021) (1,157)
Other, net 76 (1,145) 1,975
- ------------------------------------------------------------------------------------------------------------
Net cash flow used in financing activities (4,387) (19,212) (5,127)
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and short-term investments (726) (3,375) 4,083
Cash and short-term investments at beginning of year 2,746 6,121 2,038
- ------------------------------------------------------------------------------------------------------------
Cash and short-term investments at end of year $ 2,020 $ 2,746 $ 6,121
============================================================================================================
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Angelica Corporation and Subsidiaries
18
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
All subsidiaries are wholly-owned and are included in the consolidated
financial statements. All significant intercompany accounts and
transactions have been eliminated. Fiscal years 1994 and 1993 included
52 weeks; fiscal year 1992 included 53 weeks.
Net sales are recognized at the time the merchandise is shipped to or
picked up by the customer. Rental service revenues are recognized at the
time the service is provided to the customer.
Certain amounts in prior years have been reclassified to conform to
current year presentation.
FOREIGN CURRENCY TRANSLATION
The Company accounts for foreign currency translation in accordance with
Statement of Financial Accounting Standards No. 52. The cumulative
effect of this method is reflected as a separate component of
shareholders' equity.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out basis)
or market. Cost includes material, labor and factory overhead, as
applicable.
<TABLE>
Inventories were comprised of the following:
<CAPTION>
(Dollars in thousands) 1994 1993
- ---------------------------------------------------------
<S> <C> <C>
Raw materials $ 26,425 $ 29,484
Work in process 7,535 7,298
Finished goods 70,610 65,814
- ---------------------------------------------------------
$104,570 $102,596
=========================================================
</TABLE>
LINENS IN SERVICE
Linens in service are stated at depreciated cost, not in excess of
market.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Renewals and betterments are
capitalized. Maintenance and repairs, which do not improve or extend the
lives of the related assets, are charged against income when incurred
and amounted to $8,555,000, $8,935,000 and $8,427,000 for 1994, 1993 and
1992, respectively.
Property and equipment are depreciated over their expected useful lives
(buildings - 15 to 40 years; machinery and equipment - three to ten
years). Depreciation is computed principally on the straight-line
method. Leasehold improvements are amortized using the straight-line
method over their useful lives or lease terms, as appropriate.
INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," effective February 2, 1992. SFAS No. 109
utilizes the liability method, and deferred taxes are determined based
on the estimated future tax effects of differences between the financial
statement and tax bases of assets and liabilities given the provisions
of the enacted tax laws. Prior to the adoption of SFAS No. 109, the
Company accounted for income taxes using Accounting Principles Board
Opinion No. 11.
GOODWILL AND OTHER ACQUIRED ASSETS
Goodwill, the excess of cost over net assets of businesses acquired, is
being amortized on the straight-line basis over periods not exceeding 40
years. Other acquired assets, including customer contracts and
non-competition agreements, are being amortized on the straight-line
basis generally over periods of three to five years.
NET INCOME PER SHARE
Net income per share is computed by dividing the
net income applicable to Common Stock by the weighted average number of
Common and Common equivalent shares outstanding.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of the Consolidated Statements of Cash Flows, the Company
considers short-term, highly liquid investments (securities with an
original maturity date of less than three months), as cash equivalents.
Cash payments for income taxes were $7,220,000, $9,521,000 and
$12,457,000 in 1994, 1993 and 1992, respectively; and in these periods
interest payments were $7,515,000, $7,686,000 and $6,763,000,
respectively.
Angelica Corporation and Subsidiaries
19
<PAGE> 8
- --------------------------------------------------------------------------
2 RETIREMENT BENEFITS
<TABLE>
The Company has a non-contributory defined benefit pension plan covering
primarily all domestic salaried and hourly administrative non-union
personnel. The benefit formula is based on years of service and
compensation during employment. The funding policy of the pension plan
is in accordance with the requirements of the Employee Retirement Income
Security Act of 1974. Pension expense for 1994, 1993 and 1992 included
the following components:
<CAPTION>
(Dollars in thousands) 1994 1993 1992
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost (benefits earned
during the year) $ 581 $ 517 $ 420
Interest cost on projected
benefit obligation 921 856 817
Actual return on assets (1,526) (938) (1,900)
Net amortization
and deferrals 854 360 1,411
- -----------------------------------------------------------------------------
Net pension expense $ 830 $ 795 $ 748
=============================================================================
</TABLE>
<TABLE>
The funded status of the plan and the net pension liability at January 1,
1994 and January 1, 1993 were as follows:
<CAPTION>
January 1, January 1,
(Dollars in thousands) 1994 1993
- ---------------------------------------------------------------
<S> <C> <C>
Actuarial present value of
benefit obligation:
Vested benefits $(12,133) $(10,895)
Nonvested benefits (143) (105)
- ---------------------------------------------------------------
Accumulated benefit obligation (12,276) (11,000)
Effect of projected future
compensation levels (1,886) (1,429)
- ---------------------------------------------------------------
Projected benefit obligation (14,162) (12,429)
Plan assets at fair value,
primarily listed stocks and
U.S. securities 13,005 11,567
- ---------------------------------------------------------------
Projected benefit obligation in
excess of plan assets (1,157) (862)
Unrecognized obligation
at transition 1,586 1,720
Unrecognized net gains (1,756) (1,933)
Unrecognized prior service cost 290 310
- ---------------------------------------------------------------
Net pension liability $ (1,037) $ (765)
===============================================================
</TABLE>
In determining the projected benefit obligation, the average discount rate
was 7.1% in 1994 and 7.6% in 1993. The expected rate of return on plan
assets was 8.0% in 1994 and 1993.
The Company does not provide retirees with post-retirement benefits other
than pensions.
3 SHORT-TERM AND LONG-TERM DEBT
<TABLE>
The following table summarizes information with respect to short-term debt for
1994 and 1993:
<CAPTION>
(Dollars in thousands) 1994 1993
- -------------------------------------------------------------------
<S> <C> <C>
Average amount of short-term debt
during the year $4,457 $ --
Maximum amount of short-term
debt at any month end 9,900 --
Weighted average interest rate:
During the year 3.33% --
At year end 3.23% --
- -------------------------------------------------------------------
<CAPTION>
Long-term debt consisted of the following:
(Dollars in thousands) 1994 1993
- -------------------------------------------------------------------
10.2% notes to insurance company,
due annually to 2004 $45,375 $47,375
9.15% notes to insurance companies,
due 2001 25,000 25,000
76% of prime rate industrial
development revenue bond,
due quarterly to 2000 3,038 3,488
7.375% note, due monthly to 2004 351 369
5% and 6% industrial development
bonds, due 2004 and
2005, respectively 523 608
8% to 10% life insurance
policy loans 333 3,685
Capital lease obligations 203 224
- -------------------------------------------------------------------
74,823 80,749
Less-current maturities 2,568 2,574
- -------------------------------------------------------------------
$72,255 $78,175
===================================================================
</TABLE>
The most restrictive of the Company's loan agreements require that the
Company maintain $145,000,000 in consolidated net worth. As of January
29, 1994, the balance was $186,098,000.
Aggregate maturities of long-term debt for each of the four years
subsequent to January 28, 1995, are $2,567,000, $2,553,000, $2,553,000
and $2,540,000, respectively.
Based on borrowing rates currently available for debt instruments with
similar terms and average maturities, the fair market value of the
Company's long-term debt, as of January 29, 1994 and January 30, 1993
was approximately $90,700,000 and $91,300,000, respectively.
Angelica Corporation and Subsidiaries
20
<PAGE> 9
- --------------------------------------------------------------------------
4 INCOME TAXES
The Company adopted the provisions of SFAS No. 109 effective February 2,
1992 and recorded a $1,984,000 increase in 1993 consolidated net income
from the cumulative effect of a change in accounting for income taxes.
<TABLE>
The provision for income taxes consisted of the following:
<CAPTION>
(Dollars in thousands) 1994 1993 1992
- ----------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $6,516 $7,313 $11,295
State 1,032 1,060 1,942
Foreign (230) 85 314
Deferred (409) (8) 297
- ----------------------------------------------------------
$6,909 $8,450 $13,848
==========================================================
</TABLE>
<TABLE>
Reconciliation between the statutory income tax rate and effective tax
rate is summarized below:
<CAPTION>
1994 1993 1992
- ----------------------------------------------------------
<S> <C> <C> <C>
Statutory rate 35.0% 34.0% 34.0%
State tax, net of
federal benefit 3.6 3.4 3.8
Other, net (.3) 0.6 0.1
- ----------------------------------------------------------
38.3% 38.0% 37.9%
==========================================================
</TABLE>
<TABLE>
The tax effect of significant temporary differences representing
deferred tax assets and liabilities were as follows:
<CAPTION>
January 29, January 30,
(Dollars in thousands) 1994 1993
- ----------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Deferred compensation $ 4,195 $ 3,865
Insurance reserves not
yet deductible 2,245 3,021
Customer contracts 2,651 2,031
Other 3,557 2,859
- ----------------------------------------------------------
12,648 11,776
- ----------------------------------------------------------
Deferred tax liabilities:
Depreciation (11,278) (10,768)
Linen amortization (8,444) (8,445)
Other (678) (724)
- ----------------------------------------------------------
(20,400) (19,937)
- ----------------------------------------------------------
Net deferred tax liabilities $ (7,752) $ (8,161)
==========================================================
</TABLE>
Temporary differences related to investments in foreign subsidiaries
essentially permanent in nature and not expected to reverse in the
foreseeable future were approximately $10,354,000. The unrecognized
deferred tax liability related to these temporary differences was
$1,221,000. The pre-tax income (loss) from Canadian operations was
($605,000), $325,000 and $644,000 in 1994, 1993 and 1992, respectively.
All other foreign earnings were not material.
5 PREFERRED STOCK
The Company has two classes of authorized Preferred Stock: Class A,
Series 1, $1 stated value per share, authorized in the amount of 100,000
shares; and Class B, authorized in the amount of 2,500,000 shares. At
January 29, 1994 and January 30, 1993, 128 shares of Class A and no
shares of Class B were outstanding.
6 SHAREHOLDER PROTECTION RIGHTS PLAN
The Company has a Shareholder Protection Rights Plan, under which a
Right is attached to each share of the Company's Common Stock. The
Rights may only become exercisable under certain circumstances involving
actual or potential acquisitions of the Company's Common Stock by a
person or group of affiliated or associated persons. Depending upon the
circumstances, if the Rights become exercisable, the holder may be
entitled to purchase units of the Company's Class B Series 1 Junior
Participating Preferred Stock, shares of the Company's Common Stock or
shares of common stock of the surviving or purchasing company. The
Rights will remain in existence until September 7, 1998, unless they are
earlier exercised or redeemed.
Angelica Corporation and Subsidiaries
21
<PAGE> 10
- ---------------------------------------------------------------------
7 STOCK OPTIONS
Under the Company's stock option plan, incentive stock options may be
granted to certain employees at no less than the fair market value on
the date of grant. The plan also provides for the granting to certain
employees and directors of non-qualified stock options, which, under
certain conditions, may have an option price below fair market value
(although none, to date, have been granted at an option price below fair
market value). The non-qualified stock options may be associated with
stock appreciation rights. Such rights allow the optionee to obtain
shares of Common Stock (or a combination of shares and cash) equal in
value to the excess of the market price of such shares on the exercise
date over the option price of the related non-qualified stock option.
The maximum number of Common Stock shares which may be issued in
connection with the plan is 775,000 shares. Options granted under the
plan become exercisable ratably over periods of three to five years
beginning one year from date of grant and expire after three to eight
years. Proceeds received from the exercise of options are credited to
the capital accounts.
<TABLE>
Changes in the status of the stock option plan are summarized below:
<CAPTION>
Price Range Available
Per Share Shares for Option
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at
January 30, 1993 $21.875 - $37.50 424,094 80,750
Granted $26.625 74,825 (74,825)
Exercised $21.875 - $26.625 (9,884) --
Lapsed/Cancelled $22.8125 - $37.50 (38,339) 2,750
- ---------------------------------------------------------------------
Outstanding at
January 29, 1994 $22.8125 - $37.50 450,696 8,675
=====================================================================
</TABLE>
8 COMMITMENTS AND CONTINGENCIES
<TABLE>
Future minimum payments by year and in the aggregate, under capital leases
and under operating leases with initial or remaining terms of one year or
more, consisted of the following at January 29, 1994:
<CAPTION>
Capital Operating
(Dollars in thousands) Leases Leases
- ---------------------------------------------------------
<S> <C> <C>
1995 $ 49 $ 8,130
1996 49 6,740
1997 49 5,781
1998 49 4,992
1999 36 4,188
Later years 149 16,689
- ---------------------------------------------------------
Total minimum lease payments 381 $46,520
- ---------------------------------------------------------
Amount representing interest 178
- ---------------------------------------------------------
Present value of net minimum
lease payments $203
=========================================================
</TABLE>
<TABLE>
Rental expense for all operating leases consisted of:
<CAPTION>
(Dollars in thousands) 1994 1993 1992
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Minimum rentals $13,054 $12,677 $12,306
Contingent rentals 256 224 209
- -----------------------------------------------------------------------
$13,310 $12,901 $12,515
=======================================================================
</TABLE>
The Company is a party to various claims and legal proceedings which
arose in the ordinary course of its business. Although the ultimate
disposition of these proceedings is not presently determinable,
Management does not believe that an adverse determination in any or all
of such proceedings will have a material adverse effect upon the
financial condition or operating results of the Company. In connection
with a dispute with a customer, the Company established a reserve
against receivables during the fourth quarter of 1993. The Company
resolved the dispute during 1994 and reduced the reserve accordingly.
Angelica Corporation and Subsidiaries
22
<PAGE> 11
- -------------------------------------------------------------------------
9 BUSINESS SEGMENT INFORMATION
The Company operates principally in three industry segments: Rental
Services, Manufacturing and Marketing and Retail Sales. These segments,
including products and principal markets, are described elsewhere in
this report.
<TABLE>
<CAPTION>
(Dollars in thousands) 1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES AND RENTAL SERVICE REVENUES
Rental services $215,248 $218,466 $230,302 $200,696 $176,929
Manufacturing and marketing 174,985 178,041 177,366 187,496 166,962
Retail sales 56,732 54,575 49,946 46,222 42,158
Intersegment sales (19,837) (20,285) (23,143) (20,779) (17,297)
- -------------------------------------------------------------------------------------------------------------------
$427,128 $430,797 $434,471 $413,635 $368,752
===================================================================================================================
EARNINGS
Rental services $ 19,011 $ 19,567 $ 28,272 $ 20,874 $ 17,961
Manufacturing and marketing 6,962 10,150 16,388 23,884 21,003
Retail sales 4,125 4,051 3,470 3,091 3,020
Interest, corporate expenses and other, net (12,183) (11,719) (11,561) (11,770) (10,533)
Eliminations 145 204 (51) (169) (215)
- -------------------------------------------------------------------------------------------------------------------
$ 18,060 $ 22,253 $ 36,518 $ 35,910 $ 31,236
===================================================================================================================
ASSETS (AS OF YEAR END)
Rental services $149,909 $144,726 $154,318 $146,846 $118,980
Manufacturing and marketing 152,780 153,432 149,866 145,849 131,379
Retail sales 20,498 18,633 18,153 15,095 13,715
Corporate 9,674 9,866 12,836 8,649 15,094
- -------------------------------------------------------------------------------------------------------------------
$332,861 $326,657 $335,173 $316,439 $279,168
===================================================================================================================
DEPRECIATION
Rental services $ 7,833 $ 7,676 $ 7,059 $ 6,081 $ 5,421
Manufacturing and marketing 3,751 3,645 3,527 3,205 2,931
Retail sales 1,210 1,200 1,105 968 947
Corporate 78 57 52 59 61
- -------------------------------------------------------------------------------------------------------------------
$ 12,872 $ 12,578 $ 11,743 $ 10,313 $ 9,360
===================================================================================================================
CAPITAL ADDITIONS, NET
Rental services $ 5,055 $ 7,800 $ 9,891 $ 5,674 $ 5,059
Manufacturing and marketing 2,475 1,517 1,603 6,047 6,290
Retail sales 940 554 1,535 1,731 1,500
Corporate 300 28 130 85 73
- -------------------------------------------------------------------------------------------------------------------
$ 8,770 $ 9,899 $ 13,159 $ 13,537 $ 12,922
===================================================================================================================
</TABLE>
Sales of foreign operations and export sales were not significant.
The Company has no one major customer. Corporate assets consist
primarily of cash, investments, cash surrender value of officers'
life insurance and office furniture and fixtures. Corporate expenses
consist of the Company's principal administrative and financial functions,
which are centrally managed. Capital additions do not include the cost of
properties acquired in business acquisitions.
Angelica Corporation and Subsidiaries
23
<PAGE> 12
- -------------------------------------------------------------------------------
10 UNAUDITED QUARTERLY FINANCIAL DATA
<TABLE>
Quarterly results for 1994 and 1993 are shown below:
<CAPTION>
Fiscal 1994 Quarter Ended
(Dollars in thousands, except per share amounts) May 1 July 31 October 30 January 29
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES AND RENTAL SERVICE REVENUES
Rental services $ 53,928 $ 51,764 $ 52,947 $ 56,609
Manufacturing and marketing 41,824 43,675 47,600 41,886
Retail sales 13,214 13,322 15,475 14,721
Intersegment sales (4,871) (4,742) (5,537) (4,687)
- ----------------------------------------------------------------------------------------------------------------
104,095 104,019 110,485 108,529
- ----------------------------------------------------------------------------------------------------------------
GROSS PROFIT
Rental services 12,425 10,442 12,353 12,145
Manufacturing and marketing 8,902 10,085 10,919 8,330
Retail sales 7,179 7,121 8,149 8,149
- ----------------------------------------------------------------------------------------------------------------
28,506 27,648 31,421 28,624
- ----------------------------------------------------------------------------------------------------------------
Net income $ 2,515 $ 2,350 $ 3,900 $ 2,386
================================================================================================================
Net income per share $ .28 $ .26 $ .43 $ .26
================================================================================================================
<CAPTION>
Fiscal 1993 Quarter Ended
(Dollars in thousands, except per share amounts) May 2 August 1 October 31 January 30
- ----------------------------------------------------------------------------------------------------------------
SALES AND RENTAL SERVICE REVENUES
Rental services $ 57,921 $ 54,937 $ 53,247 $ 52,361
Manufacturing and marketing 45,412 45,736 46,275 40,618
Retail sales 12,531 13,151 15,131 13,762
Intersegment sales (5,534) (5,181) (5,381) (4,189)
- ----------------------------------------------------------------------------------------------------------------
110,330 108,643 109,272 102,552
- ----------------------------------------------------------------------------------------------------------------
GROSS PROFIT
Rental services 14,379 11,968 11,266 10,023
Manufacturing and marketing 10,421 10,649 10,761 8,356
Retail sales 6,837 6,962 8,223 7,452
- ----------------------------------------------------------------------------------------------------------------
31,637 29,579 30,250 25,831
- ----------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting change 5,028 3,781 3,841 1,153
Cumulative effect of change in accounting for income taxes 1,984 -- -- --
- ----------------------------------------------------------------------------------------------------------------
Net income $ 7,012 $ 3,781 $ 3,841 $ 1,153
================================================================================================================
EARNINGS PER SHARE
Before cumulative effect of accounting change $ .54 $ .41 $ .42 $ .13
Cumulative effect of change in accounting for income taxes .21 -- -- --
- ----------------------------------------------------------------------------------------------------------------
Net income per share $ .75 $ .41 $ .42 $ .13
================================================================================================================
</TABLE>
Angelica Corporation and Subsidiaries
24
<PAGE> 13
REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
- ----------------------------------------------------------------------
TO ANGELICA CORPORATION:
We have audited the accompanying consolidated balance sheets of Angelica
Corporation (a Missouri corporation) and subsidiaries as of January 29,
1994 and January 30, 1993, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years
in the period ended January 29, 1994. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by Management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Angelica
Corporation and subsidiaries as of January 29, 1994 and January 30,
1993, and the results of their operations and their cash flows for each
of three years in the period ended January 29, 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 4 to the consolidated financial statements,
effective February 2, 1992, the Company changed its method of accounting
for income taxes.
/s/ Arthur Andersen & Co.
Arthur Andersen & Co.
St. Louis, Missouri
March 15, 1994
COMMON STOCK
DATA
<TABLE>
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol AGL. The quarterly market price ranges of the Common
Stock and dividends per share paid during fiscal 1994 and fiscal 1993
were as follows:
<CAPTION>
Quarter 1st 2nd 3rd 4th
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FISCAL 1994
High $ 27 1/8 $ 26 3/8 $ 26 $ 29 1/2
Low 23 1/2 22 1/2 22 3/4 24 1/4
Dividend $.23 $.23 $.235 $.235
- ------------------------------------------------------------------------------------------------
FISCAL 1993
High $ 37 5/8 $ 31 1/4 $ 31 3/8 $ 26 3/4
Low 30 28 1/4 22 1/4 22 1/2
Dividend $.23 $.23 $.23 $.23
- ------------------------------------------------------------------------------------------------
</TABLE>
Angelica Corporation and Subsidiaries
25
<PAGE> 14
<TABLE>
F I N A N C I A L S U M M A R Y - 1 1 Y E A R S
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 29, January 30, February 1,
(Dollars in thousands, except per share amounts) 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATIONS
Combined sales and rental service revenues $427,128 $430,797 $434,471
Gross profit 116,199 117,297 128,015
Operating expenses and other, net, excluding interest expense 90,695 87,524 84,505
Interest expense 7,444 7,520 6,992
Income before income taxes and cumulative effect of
accounting change 18,060 22,253 36,518
Provision for income taxes 6,909 8,450 13,848
Income before cumulative effect of accounting change 11,151 13,803 22,670
Cumulative effect of accounting change -- 1,984(a) --
Net income $ 11,151 $ 15,787 $ 22,670
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA (b)
Net income $ 1.23 $ 1.71(a) $ 2.43
Cash dividends paid .93 .92 .89
Common shareholders' equity $ 21.13 $ 20.88 $ 20.43
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS
Current ratio (current assets to current liabilities) 4.0 to 1 4.7 to 1 4.2 to 1
Percent long-term debt to long-term debt and equity 27.3% 29.2% 29.7%
Gross profit margin 27.2% 27.2% 29.5%
Pre-tax profit margin 4.2% 5.2% 8.4%
Effective tax rate 38.3% 38.0% 37.9%
Net income margin 2.6% 3.7% 5.2%
Return on average shareholders' equity 5.8% 8.2% 12.3%
Return on average total assets 3.4% 4.8% 7.0%
- -----------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $157,188 $161,129 $160,379
Additions to property and equipment, net 8,770 9,899 13,159
Depreciation expense 12,872 12,578 11,743
Long-term debt, less current maturities 72,255 78,175 80,506
Total assets $332,861 $326,657 $335,173
Average number of shares of Common Stock outstanding 9,089,365 9,217,199 9,344,748
Number of Common shareholders of record 1,869 2,008 1,974
Approximate number of employees 9,500 9,000 9,100
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Includes cumulative effect to February 1, 1992 of implementing Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Cumulative effect on net income per share is $.21.
(b) Adjusted for April, 1983 three-for-two stock split.
This information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this
report.
</TABLE>
Angelica Corporation and Subsidiaries
26
<PAGE> 15
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 26, January 27, January 28, January 30,
(Dollars in thousands, except per share amounts) 1991 1990 1989 1988
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATIONS
Combined sales and rental service revenues $413,635 $368,752 $328,134 $306,669
Gross profit 122,737 108,150 92,629 91,648
Operating expenses and other, net, excluding interest expense 80,553 71,837 62,784 59,552
Interest expense 6,274 5,077 2,783 1,860
Income before income taxes and cumulative effect of
accounting change 35,910 31,236 27,062 30,236
Provision for income taxes 13,814 12,022 10,420 13,001
Income before cumulative effect of accounting change 22,096 19,214 16,642 17,235
Cumulative effect of accounting change -- -- -- --
Net income $ 22,096 $ 19,214 $ 16,642 $ 17,235
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA (b)
Net income $ 2.37 $ 2.06 $ 1.79 $ 1.85
Cash dividends paid .84 .77 .73 .70
Common shareholders' equity $ 18.92 $ 17.36 $ 16.09 $ 14.95
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS
Current ratio (current assets to current liabilities) 2.9 to 1 3.4 to 1 3.0 to 1 3.1 to 1
Percent long-term debt to long-term debt and equity 24.8% 23.9% 11.3% 13.5%
Gross profit margin 29.7% 29.3% 28.2% 29.9%
Pre-tax profit margin 8.7% 8.5% 8.3% 9.9%
Effective tax rate 38.5% 38.5% 38.5% 43.0%
Net income margin 5.3% 5.2% 5.1% 5.6%
Return on average shareholders' equity 13.0% 12.3% 11.5% 12.8%
Return on average total assets 7.4% 7.5% 7.4% 8.4%
- -----------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $134,964 $130,072 $104,218 $ 95,239
Additions to property and equipment, net 13,537 12,922 6,312 16,835
Depreciation expense 10,313 9,360 8,513 7,617
Long-term debt, less current maturities 57,782 50,588 19,013 21,588
Total assets $316,439 $279,168 $232,883 $216,441
Average number of shares of Common Stock outstanding 9,329,503 9,327,025 9,299,105 9,335,418
Number of Common shareholders of record 2,122 2,394 2,507 2,794
Approximate number of employees 9,300 8,400 7,800 7,400
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 31, January 25, January 26, January 28,
(Dollars in thousands, except per share amounts) 1987 1986 1985 1984
- -----------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
Combined sales and rental service revenues $291,704 $269,099 $246,404 $220,318
Gross profit 88,956 80,866 73,778 68,930
Operating expenses and other, net, excluding interest expense 54,540 46,033 40,341 37,491
Interest expense 2,360 2,458 2,629 2,798
Income before income taxes and cumulative effect of
accounting change 32,056 32,375 30,808 28,641
Provision for income taxes 15,355 15,216 14,480 13,487
Income before cumulative effect of accounting change 16,701 17,159 16,328 15,154
Cumulative effect of accounting change -- -- -- --
Net income $ 16,701 $ 17,159 $ 16,328 $ 15,154
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA (b)
Net income $ 1.79 $ 1.84 $ 1.76 $ 1.63
Cash dividends paid .61 .59 .52 .48
Common shareholders' equity $ 13.78 $ 12.56 $ 11.34 $ 10.13
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS
Current ratio (current assets to current liabilities) 4.3 to 1 4.1 to 1 4.6 to 1 4.6 to 1
Percent long-term debt to long-term debt and equity 16.4% 18.6% 19.2% 22.8%
Gross profit margin 30.5% 30.1% 29.9% 31.3%
Pre-tax profit margin 11.0% 12.0% 12.5% 13.0%
Effective tax rate 47.9% 47.0% 47.0% 47.1%
Net income margin 5.7% 6.4% 6.6% 6.9%
Return on average shareholders' equity 13.5% 15.3% 16.3% 17.0%
Return on average total assets 8.8% 9.9% 10.4% 10.3%
- -----------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $101,119 $ 94,771 $ 88,094 $ 83,878
Additions to property and equipment, net 9,880 10,310 6,244 4,640
Depreciation expense 7,104 5,901 5,386 4,272
Long-term debt, less current maturities 25,236 26,756 24,963 27,770
Total assets $194,958 $183,317 $161,969 $152,442
Average number of shares of Common Stock outstanding 9,341,814 9,337,558 9,287,153 9,265,451
Number of Common shareholders of record 3,159 3,393 2,917 3,101
Approximate number of employees 7,000 6,700 6,200 6,000
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Angelica Corporation and Subsidiaries
27
<PAGE> 1
Exhibit 21
SUBSIDIARIES
------------
Registrant: Angelica Corporation, State of Incorporation: Missouri
<TABLE>
<CAPTION>
Percentage
of Voting
Securities
State of Owned by
Name Incorporation Registrant
---- ------------- ----------
<S> <C> <C>
Angelica Realty Co. California 100%
Angelica Healthcare Services
Group, Inc. California 100%
Angelica International Ltd. Federal Corporation, Canada 100%
Angelica Healthcare Services
Group, Inc. New York 100%
Southern Service Company California 100%
Angelica Uniform Company
of Nevada Nevada 100%
Industrias Textiles El Curu Costa Rica 100%
Angelica Holdings Limited* United Kingdom 100%
</TABLE>
Retail operations of the Registrant include a chain of 244 retail
uniform specialty shops known as "Life Uniform & Shoe Shops."
Generally, all shops operating in a specific state form one company
incorporated under the laws of that state. Additionally, on January 31,
1994, the Company acquired Z & H Uniforms, Inc. which consists of 21
stores located in three states. These form one company incorporated in
Pennsylvania and operating under the name Z & H Uniforms, Inc. All such
corporations (38) are wholly-owned subsidiaries of the Registrant.
[FN]
*Parent Company of Angelica International Limited, incorporated under
the laws of the United Kingdom, all of whose voting securities are owned
by Angelica Holdings Limited.
All of the above subsidiaries are included in the consolidated financial
statements filed herewith.
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report incorporated by reference in this Form
10-K, into the Corporation's previously filed Form S-8 Registration
Statements Nos. 33-5524, 33-22850, 2-77932, 2-97291, 33-625, 33-
45410 and 33-50960.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri,
April 25, 1994
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Angelica Corporation (hereinafter
referred to as the "Company") hereby constitutes and appoints L.J.
Young, T.M. Armstrong, and L. Linden Mann and each of them acting
singly, the true and lawful agents and attorneys, or agent and
attorney, with full powers of substitution, resubstitution and
revocation, for and in the name, place and stead of the undersigned
to do any and all things and to execute any and all instruments
which said agents and attorneys, or any of them, may deem necessary
or advisable to enable the Company to comply with the Securities
Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the Annual Report on Form 10-K of the
Company for the fiscal year ended January 29, 1994, including
specifically, but without limiting the generality of the foregoing,
full power and authority to sign the name of each of the
undersigned in the capacities indicated below to the said Annual
Report on Form 10-K to be filed with the Securities and Exchange
Commission, and to any and all amendments to said Annual Report on
Form 10-K, and each of the undersigned hereby grants to said
attorneys and agents, and to each of them singly, full power and
authority to do and perform on behalf of the undersigned every act
and thing whatsoever necessary or appropriate to be done in the
premises as fully as the undersigned could do in person, hereby
ratifying and confirming all that said attorneys and agents, or any
of them, or the substitutes or substitute of them or any of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents this 29th day of March, 1994.
/s/ L. J. Young /s/ T. M. Armstrong
- ---------------------------------- -----------------------------------
(L.J. Young) (T.M. Armstrong)
Chairman of the Board, President Senior Vice President-
and Chief Executive Officer Finance and Administration
(Principal Executive Officer) (Chief Financial Officer)
(Principal Financial Officer)
/s/ L. Linden Mann
------------------------------------
(L. Linden Mann)
Controller
(Principal Accounting Officer)
<PAGE> 2
/s/ Earle H. Harbison, Jr. /s/ Elliot H. Stein
- ---------------------------------- -----------------------------------
(Earle H. Harbison, Jr.) (Elliot H. Stein)
Director Director
/s/ Lee M. Liberman /s/ William P. Stiritz
- ---------------------------------- -----------------------------------
(Lee M. Liberman) (William P. Stiritz)
Director Director
/s/ Leslie F. Loewe /s/ H. Edwin Trusheim
- ---------------------------------- -----------------------------------
(Leslie F. Loewe) (H. Edwin Trusheim)
Director Director
/s/ Martin Sneider
- ----------------------------------
(Martin Sneider)
Director
<PAGE> 1
Exhibit 99.1
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from --------------to---------------
Commission file number 1-5674
----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE> 2
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 4
Statement of Net Assets Available for 5-6
Plan Benefits - December 31, 1993 and
December 31, 1992
Statement of Changes in Net Assets 7-8
Available for Plan Benefits - Fiscal
Years ended December 31, 1993 and
December 31, 1992
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE> 3
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Angelica Corporation Retirement Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for the years then ended. These
financial statements and the schedules referred to below are the
responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Angelica Corporation Retirement Savings Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen & Co.
St. Louis, Missouri,
April 11, 1994
-4-
<PAGE> 5
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Investment Funds
----------------------------------------------------------------
Company Stock Fund Directed
----------------------- Interest Purchase
Tax Salary Mutual Income of Life
Total Credit Deferral Fund Fund Insurance
----- ------ -------- ------ -------- ---------
ASSETS
------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
General American Life Insurance Company
Group Annuity Contract $ 5,459,179 $ - $ - $ - $ 5,459,179 $ -
IDS Trust Company Collective Income Fund 3,575,094 - - - 3,575,094 -
LaSalle National Income Plus Fund 2,918,723 - - - 2,918,723 -
Society National Bank MGD GIC Fund 4,592,842 - - - 4,592,842 -
Washington Mutual Investors Fund 2,753,463 - - 2,753,463 - -
Massachusetts Capital Development Fund 470,141 - - 470,141 - -
Boatmen's Employee Benefit Short-Term Fund 167,731 388 34,209 20,421 110,214 2,499
Loans to participants 1,027,739 - - - 1,027,739 -
Angelica Corporation Common Stock 1,427,105 312,021 1,115,084 - - -
----------- -------- ---------- ---------- ----------- ------
22,392,017 312,409 1,149,293 3,244,025 17,683,791 2,499
OTHER ASSETS:
Contributions receivable (including
employer's contributions of $18,263) 147,859 - 11,367 23,488 110,020 2,984
Interest and dividends receivable 148,468 2,599 9,228 136,080 561 -
Other receivables 43,755 - 1,383 - 42,372 -
----------- -------- ---------- ---------- ----------- ------
Total assets 22,732,099 315,008 1,171,271 3,403,593 17,836,744 5,483
----------- -------- ---------- ---------- ----------- ------
<CAPTION>
LIABILITIES
-----------
LIABILITIES:
Premiums payable 5,483 - - - - 5,483
Other payable 83,106 - 26,222 20,058 36,826 -
---------- -------- ---------- ---------- ----------- ------
Total liabilities 88,589 - 26,222 20,058 36,826 5,483
---------- -------- ---------- ---------- ----------- ------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $22,643,510 $315,008 $1,145,049 $3,383,535 $17,799,918 $ -
=========== ======== ========== ========== =========== ======
The accompanying notes are an integral part of this statement.
</TABLE>
-5-
<PAGE> 6
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1992
-----------------
<CAPTION>
Investment Funds
----------------------------------------------------------------
Company Stock Fund Directed
----------------------- Interest Purchase
Tax Salary Mutual Income of Life
Total Credit Deferral Fund Fund Insurance
----- ------ -------- ------ -------- ---------
ASSETS
------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
General American Life Insurance Company
Group Annuity Contract $ 5,278,910 $ - $ - $ - $ 5,278,910 $ -
Hartford Life Insurance Company Group
Annuity Contract 3,331,363 - - - 3,331,363 -
New York Life Insurance Company Group
Annuity Contract 2,488,184 - - - 2,488,184 -
IDS Trust Company Collective Income Fund 3,389,105 - - - 3,389,105 -
Washington Mutual Investors Fund 1,997,590 - - 1,997,590 - -
Massachusetts Capital Development Fund 513,158 - - 513,158 - -
Angelica Corporation Common Stock 1,067,456 285,014 782,442 - - -
Boatmen's Employee Benefit Short-Term Fund 170,564 474 12,006 17,857 137,186 3,041
Loans to participants 886,657 - - - 886,657 -
----------- -------- -------- ---------- ----------- ------
19,122,987 285,488 794,448 2,528,605 15,511,405 3,041
OTHER ASSETS:
Cash on deposit with Trustee 5,094 - - - 5,094 -
Contributions receivable (including
employer's contributions of $17,909) 144,113 - 12,603 19,302 108,917 3,291
Interest and dividends receivable 62,483 2,573 6,942 52,303 665 -
Other receivables 23,174 - - 287 22,887 -
----------- -------- -------- ---------- ----------- ------
Total assets 19,357,851 288,061 813,993 2,600,497 15,648,968 6,332
<CAPTION>
LIABILITIES
-----------
LIABILITIES--Premiums payable 6,332 - - - - 6,332
----------- -------- -------- ---------- ----------- ------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $19,351,519 $288,061 $813,993 $2,600,497 $15,648,968 $ -
=========== ======== ======== ========== =========== ======
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Investment Funds
----------------------------------------------------------------
Company Stock Fund Directed
----------------------- Interest Purchase
Tax Salary Mutual Income of Life
Total Credit Deferral Fund Fund Insurance
----- ------ -------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 1,122,838 $ 42 $ 942 $ 1,749 $ 1,120,105 $ -
Cash dividends 236,919 10,344 33,097 193,478 - -
----------- -------- ---------- ---------- ----------- --------
1,359,757 10,386 34,039 195,227 1,120,105 -
----------- -------- ---------- ---------- ----------- --------
CHANGE IN UNREALIZED APPRECIATION
OF INVESTMENTS 285,597 30,557 111,281 143,759 - -
----------- -------- ---------- ---------- ----------- --------
NET REALIZED GAIN (LOSS) ON SALE OF
INVESTMENTS 8,029 (682) (1,960) 10,671 - -
----------- -------- ---------- ---------- ----------- --------
CONTRIBUTIONS:
Interfund transfers - - (27,328) 63,071 (35,743) -
Participants' 2,762,092 - 216,532 493,625 1,977,988 73,947
Employer's 462,253 - 39,011 70,143 353,099 -
Rollovers 23,233 - 893 - 22,340 -
Other receipts 19,009 437 581 3,983 14,008 -
----------- -------- ---------- ---------- ----------- --------
3,266,587 437 229,689 630,822 2,331,692 73,947
----------- -------- ---------- ---------- ----------- --------
LESS:
Participants' withdrawals (1,554,032) (13,751) (41,993) (197,441) (1,300,847) -
Life insurance premiums (73,947) - - - - (73,947)
----------- -------- ---------- ---------- ----------- --------
(1,627,979) (13,751) (41,993) (197,441) (1,300,847) (73,947)
----------- -------- ---------- ---------- ----------- --------
Changes in net assets available for
plan benefits 3,291,991 26,947 331,056 783,038 2,150,950 -
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 19,351,519 288,061 813,993 2,600,497 15,648,968 -
----------- -------- ---------- ---------- ----------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $22,643,510 $315,008 $1,145,049 $3,383,535 $17,799,918 $ -
=========== ======== ========== ========== =========== ========
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE> 8
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<CAPTION>
Investment Funds
----------------------------------------------------------------
Company Stock Fund Directed
----------------------- Interest Purchase
Tax Salary Mutual Income of Life
Total Credit Deferral Fund Fund Insurance
----- ------ -------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 1,139,989 $ 81 $ 1,766 $ 1,075 $ 1,137,067 $ -
Cash dividends 122,368 10,496 24,108 87,764 - -
----------- --------- --------- ---------- ----------- --------
1,262,357 10,577 25,874 88,839 1,137,067 -
----------- --------- --------- ---------- ----------- --------
CHANGE IN UNREALIZED APPRECIATION/
(DEPRECIATION) OF INVESTMENTS (329,792) (131,952) (258,090) 60,250 - -
----------- --------- --------- ---------- ----------- --------
NET REALIZED GAIN (LOSS) ON SALE OF
INVESTMENTS (28,367) (7,245) (33,920) 12,798 - -
----------- --------- --------- ---------- ----------- --------
CONTRIBUTIONS:
Interfund transfers - - 81,848 820,106 (901,954) -
Participants' 2,693,980 - 206,534 354,511 2,047,072 85,863
Employer's 456,669 - 36,840 52,394 367,435 -
Rollovers 36,298 - 3,475 13,988 18,835 -
Other receipts 3,701 - - 287 3,414 -
----------- --------- --------- ---------- ----------- --------
3,190,648 - 328,697 1,241,286 1,534,802 85,863
----------- --------- --------- ---------- ----------- --------
LESS:
Participants' withdrawals (1,454,138) (19,314) (46,620) (157,676) (1,230,528) -
Life insurance premiums (85,863) - - - - (85,863)
----------- --------- --------- ---------- ----------- --------
(1,540,001) (19,314) (46,620) (157,676) (1,230,528) (85,863)
----------- --------- --------- ---------- ----------- --------
Changes in net assets available for
plan benefits 2,554,845 (147,934) 15,941 1,245,497 1,441,341 -
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 16,796,674 435,995 798,052 1,355,000 14,207,627 -
----------- --------- --------- ---------- ----------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $19,351,519 $ 288,061 $ 813,993 $2,600,497 $15,648,968 $ -
=========== ========= ========= ========== =========== ========
The accompanying notes are an integral part of this statement.
</TABLE>
-8-
<PAGE> 9
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
General
- -------
The Angelica Corporation Retirement Savings Plan (the Plan), as amended
and restated, was adopted by the Board of Directors of Angelica
Corporation (the Company) to provide participants an opportunity to defer
portions of their earnings so as to provide supplementary retirement
income and a measure of economic security. The Company is the Plan
Administrator and the assets of the Plan are held in Trust by Boatmen's
Trust Company (the Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time employees who are residents of the United
States and who have either (i) completed one year of service with the
Company and are age 21 or older or (ii) completed three years of service,
are eligible to participate in the Plan.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Participants' contributions - Participants may contribute up to 12%
of their annual compensation to the Plan through payroll deferrals.
Upon enrollment or reenrollment, each participant shall direct that
his or her contributions be invested in one or more of the
investment options below in increments of 10%. Such direction may
be revised by participants on a monthly basis.
Company Stock Fund
This includes the tax credit and salary deferral funds. These
funds are invested in Angelica Corporation Common Stock.
Mutual Fund
This fund invested in the Washington Mutual Investors Fund.
Interest Income Fund
This fund is invested in group annuity contracts with General
American Life Insurance Company, IDS Trust Company Collective
Income Fund, LaSalle National Income Fund Plus and Society
National Bank MGD GIC Fund.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of his or
her contributions to purchase insurance for the participant
life or the lives of his or her spouse and children under age
23. Only participants contributing to this fund as of
October 31, 1989, are allowed to continue contributions in the
future.
-9-
<PAGE> 10
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1993, was as follows:
<S> <C>
Company Stock Fund 403
Mutual Fund 412
Interest Income Fund 1,958
Directed Purchase of Life Insurance 175
PAYSOP 740
</TABLE>
The total number of participants in the Plan was less than the sum of the
number of participants shown above because many were participating in
more than one fund.
Employer Contributions
- ----------------------
The Company provides a matching contribution of 1/4 of 1% for each 1% (up
to a maximum of 6%) of the total amount of compensation deferred by the
participant per year; provided that the maximum amount of matching
contribution on behalf of any one participant will be $600.
Under the employee stock ownership arrangement established by the Plan,
the Company has also contributed cash equal to that percentage of the
total annual compensation to all participants and all other employees
eligible to participate in the Plan which was permitted under Section 41
of the Internal Revenue Code as a credit against its income tax. As a
result of the Tax Reform Act of 1986, however, the Company discontinued
this contribution as of January 31, 1987. This cash was used by the
Trustee only to acquire common stock of the Company. The common stock so
acquired was then allocated on a per capita basis among the accounts of
all eligible employees, whether or not they had elected to make salary
deferrals under the Plan. Common stock of the Company allocated to
participants' accounts pursuant to the employee stock ownership
arrangement is not subject to a participants' investment direction.
Vesting and Distributions
- -------------------------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
The Company's tax credit contribution portion of each account became
fully vested when the contribution was allocated to the participants'
accounts upon contribution by the Company.
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or upon
request after reaching age 59-1/2. Any participants who have suffered a
hardship (as defined by the Internal Revenue Service and the Plan) may
also withdraw all or any portion of their account balances. As of
December 31, 1993 and 1992, the Plan had $2,442 and $75,657,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants.
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Such loans made prior to November 1989 bear
interest at a rate equal to the rate being earned by the Interest Income
Fund at the time the loan was made. Loans made subsequent to October
1989 bear interest at the prime rate plus 1/2% at the time the loan was
made. All loans must be secured by the participant's account and are
repayable in installments by payroll deductions.
-10-
<PAGE> 11
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Accounting Principles
- ---------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based on publicly stated price information. The "average cost"
method is used to determine the cost of securities sold.
Income Tax Status
- -----------------
The Company has received a determination letter dated March 12, 1986,
from the Internal Revenue Service stating that the Plan qualifies under
the Internal Revenue Code; as such the Plan is exempt from federal income
tax, and amounts contributed by the Company and its employees are not
taxable to the participants until distributed. The Plan Administrator
believes that the Plan as amended and as currently operating is in
compliance with all applicable provisions of the Internal Revenue Code.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net realized gains and losses on investments sold or
distributed and unrealized appreciation and depreciation of investments
based on the market value of the assets at the beginning of the Plan year
or at the time of purchase during the year.
Reclassifications
- -----------------
Certain prior period amounts have been reclassified to conform to the
current year presentation.
3. TERMINATION OF THE PLAN:
-----------------------
The Company reserves the right to terminate its participation in the Plan
as of any specified current or future date.
Until the assets held in the Trust have been fully distributed, the
Trustee shall continue to possess all powers with which it was empowered
by the Trust Agreement, and shall have all such other powers as are
necessary or appropriate for the completion of such distribution.
Upon complete termination of the Plan, plan assets are not insured by the
Pension Benefit Guaranty Corporation as the Plan is not covered by
Title IV of the Employee Retirement Income Security Act of 1974 (ERISA).
In addition, termination of the Plan must be approved by the Internal
Revenue Service.
-11-
<PAGE> 12
SCHEDULE I
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
SCHEDULE OF INVESTMENTS
-----------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Number of
Shares or
Principal
Amount Cost Fair Value
---------- ----------- -----------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock--
Tax credit 11,045 $ 300,069 $ 312,021
Salary deferral 39,472 1,067,910 1,115,084
Boatmen's Employee Benefit Short-Term Fund--
Tax credit $ 388 388 388
Salary deferral $ 34,209 34,209 34,209
----------- -----------
1,402,576 1,461,702
----------- -----------
MUTUAL FUND:
Washington Mutual Investors Fund 154,863 2,561,219 2,753,463
Massachusetts Capital Development Fund 40,670 462,234 470,141
Boatmen's Employee Benefit Short-Term Fund $ 20,421 20,421 20,421
----------- -----------
3,043,874 3,244,025
----------- -----------
INTEREST INCOME FUND:
General American Life Insurance Company Group
Annuity Contract $5,459,179 5,459,179 5,459,179
IDS Trust Company Collective Income Fund 101,608 3,575,094 3,575,094
LaSalle National Income Plus Fund $2,918,723 2,918,723 2,918,723
Society National Bank MGD GIC Fund $4,592,842 4,592,842 4,592,842
Boatmen's Employee Benefit Short-Term Fund $ 110,214 110,214 110,214
Loans to participants, interest ranging from 6.5% to 12.0% $1,027,739 1,027,739 1,027,739
----------- -----------
17,683,791 17,683,791
----------- -----------
DIRECTED PURCHASE OF LIFE INSURANCE:
Boatmen's Employee Benefit Short-Term Fund $ 2,499 2,499 2,499
----------- -----------
Total investments $22,132,740 $22,392,017
=========== ===========
</TABLE>
-12-
<PAGE> 13
SCHEDULE II
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
SCHEDULE OF 5% REPORTABLE TRANSACTIONS
--------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Purchases Sales
-------------------------------- -------------------------------------------------------
Number of Cost Number of Cost Gain or
Description of Asset Transactions Basis Transactions Basis Sales Price (Loss)
- -------------------- ------------ ----------- ------------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Boatmen's Employee
Benefit Short-Term
Fund 257 $11,955,938 140 $11,958,711 $11,958,711 $ -
Centerland
Short-Term
Dividend Asset
Portfolio 1 3,357,302 1 3,357,302 3,357,302 -
LaSalle National
Income Plus Fund 10 3,054,797 11 159,293 159,293 -
Society National Bank
GIC Fund 12 4,642,342 13 261,690 261,690 -
Hartford Life
Insurance Company
Group - Group
Annuity Contract 1 25,939 1 3,357,302 3,357,302 -
New York Life
Insurance 1 17,711 1 2,505,895 2,505,895 -
</TABLE>
-13-
<PAGE> 14
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Retirement
Savings Plan financial statements included in this Form 11-K, into
the Corporation's previously filed Registration Statement on Form
S-8 File No. 33-5524.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
April 25, 1994
-14-
<PAGE> 1
Exhibit 99.2
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from --------------to---------------
Commission file number 1-5674
---------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
COLLINWOOD 401(k) PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE> 2
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 4
Statement of Net Assets Available for 5-6
Plan Benefits - December 31, 1993 and
December 31, 1992
Statement of Changes in Net Assets 7-8
Available for Plan Benefits - Fiscal
Years ended December 31, 1993 and
December 31, 1992
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE> 3
THE ANGELICA CORPORATION
COLLINWOOD 401(K) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Angelica Corporation Collinwood 401(K) Plan as of
December 31, 1993 and 1992, and the related statements of changes in
net assets available for plan benefits for the years then ended. These
financial statements and the schedules referred to below are the
responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Angelica Corporation Collinwood 401(K) Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen & Co.
St. Louis, Missouri,
April 11, 1994
-4-
<PAGE> 5
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
General American Life Insurance
Company Group Annuity Contract $182,419 $ - $ - $182,419 $ -
IDS Trust Company Collective Income
Fund 156,964 - - 156,964 -
LaSalle National Income Plus Fund 127,345 - - 127,345 -
Society National Bank MGD GIC Fund 189,853 - - 189,853 -
Washington Mutual Investors Fund 9,171 - 9,171 - -
Angelica Corporation Common Stock 2,034 2,034 - - -
Boatmen's Employee Benefit Short-Term
Fund 2,993 8 60 2,846 79
Loans to participants 46,183 - - 46,183 -
-------- ------ ------ -------- ----
716,962 2,042 9,231 705,610 79
OTHER ASSETS:
Contributions receivable (including
employer's contribution of $743) 4,376 - 87 4,176 113
Interest and dividends receivable 303 17 272 14 -
Other 1,063 - - 1,063 -
-------- ------ ------ -------- ----
Total assets 722,704 2,059 9,590 710,863 192
<CAPTION>
LIABILITIES
-----------
LIABILITIES--Premiums payable 192 - - - 192
-------- ------ ------ -------- ----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $722,512 $2,059 $9,590 $710,863 $ -
======== ====== ====== ======== ====
The accompanying notes are an integral part of this statement.
</TABLE>
-5-
<PAGE> 6
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1992
-----------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
General American Life Insurance
Company Group Annuity Contract $174,129 $ - $ - $174,129 $ -
IDS Trust Company Collective Income
Fund 162,287 - - 162,287 -
Hartford Life Insurance Company Group
Annuity Contract 150,434 - - 150,434 -
New York Life Insurance Company Group
Annuity Contract 101,298 - - 101,298 -
Washington Mutual Investors Fund 7,104 - 7,104 - -
Angelica Corporation Common Stock 1,683 1,683 - - -
Boatmen's Employee Benefit Short-Term
Fund 7,722 62 41 7,534 85
Loans to participants 30,948 - - 30,948 -
-------- ------ ------ -------- ----
635,605 1,745 7,145 626,630 85
OTHER ASSETS:
Contributions receivable (including
employer's contribution of $1,041) 6,317 19 75 6,065 158
Interest and dividends receivable 171 15 136 20 -
Other 1,351 - - 1,351 -
-------- ------ ------ -------- ----
Total assets 643,444 1,779 7,356 634,066 243
<CAPTION>
LIABILITIES
-----------
LIABILITIES--Premiums payable 243 - - - 243
-------- ------ ------ -------- ----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $643,201 $1,779 $7,356 $634,066 $ -
======== ====== ====== ======== ====
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 43,755 $ 1 $ 1 $ 43,753 $ -
Dividends 532 64 468 - -
-------- ------ ------ -------- -------
44,287 65 469 43,753 -
-------- ------ ------ -------- -------
CHANGE IN UNREALIZED
APPRECIATION OF INVESTMENTS 739 213 526 - -
-------- ------ ------ -------- -------
CONTRIBUTIONS:
Participants' 68,505 139 1,175 64,669 2,522
Employer's 13,181 37 64 13,080 -
Rollovers 1,263 - - 1,263 -
Other 14 - - 14 -
-------- ------ ------ -------- -------
82,963 176 1,239 79,026 2,522
-------- ------ ------ -------- -------
LESS:
Participants' withdrawals (46,156) (174) - (45,982) -
Life insurance premiums (2,522) - - - (2,522)
-------- ------ ------ -------- -------
(48,678) (174) - (45,982) (2,522)
-------- ------ ------ -------- -------
Changes in net assets available for
plan benefits 79,311 280 2,234 76,797 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 643,201 1,779 7,356 634,066 -
-------- ------ ------ -------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $722,512 $2,059 $9,590 $710,863 $ -
======== ====== ====== ======== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE> 8
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 45,078 $ 2 $ - $ 45,076 $ -
Dividends 265 56 209 - -
-------- ------ ------ -------- -------
45,343 58 209 45,076 -
-------- ------ ------ -------- -------
CHANGE IN UNREALIZED
APPRECIATION/(DEPRECIATION) OF
INVESTMENTS (463) (698) 235 - -
-------- ------ ------ -------- -------
CONTRIBUTIONS:
Interfund transfers - - 6,124 (6,124) -
Participants' 72,214 275 749 68,470 2,720
Employer's 14,566 88 39 14,439 -
Other 47 - - 47 -
-------- ------ ------ -------- -------
86,827 363 6,912 76,832 2,720
-------- ------ ------ -------- -------
LESS:
Participants' withdrawals (47,950) - - (47,950) -
Life insurance premiums (2,720) - - - (2,720)
-------- ------ ------ -------- -------
(50,670) - - (47,950) (2,720)
-------- ------ ------ -------- -------
Changes in net assets available for
plan benefits 81,037 (277) 7,356 73,958 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 562,117 2,056 - 560,061 -
-------- ------ ------ -------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $643,154 $1,779 $7,356 $634,019 $ -
======== ====== ====== ======== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-8-
<PAGE> 9
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
General
- -------
The Angelica Corporation Collinwood 401(K) Plan (the Plan) was adopted
by the Board of Directors of Angelica Corporation (the Company) on
April 23, 1985, effective as of October 1, 1984, for participant
eligibility. The purpose of the Plan is to provide participants an
opportunity to defer portions of their earnings so as to provide
supplementary retirement income and a measure of economic security.
The Company is the Plan Administrator and the assets of the Plan are
held in trust by Boatmen's Trust Company (the Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time union employees at the Company's
Collinwood, Tennessee, plant who have either (i) completed one year of
service with the Company and are age 21 or older or (ii) completed
three years of service, are eligible to participate in the Plan.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Participants' contributions - Participants may contribute up to
12% of their annual compensation to the Plan through payroll
deferrals. Upon enrollment or reenrollment, each participant
directs his or her contributions be invested in one or more of the
investment options below in increments of 10%. Such direction may
be revised by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common Stock.
Mutual Fund
This fund is invested in the Washington Mutual Investors Fund.
Interest Income Fund
This fund is invested in group annuity contracts with
General American Life Insurance Company, IDS Trust Company
Collective Income Fund, LaSalle National Income Plus Fund and
Society National Bank MGD GIC Fund.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of his or
her contributions to purchase insurance insuring his or her
life or the lives of his or her spouse and children under age
23. Only participants contributing to the fund as of
December 31, 1990, are allowed to continue contributions in
the future.
-9-
<PAGE> 10
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1993, was as follows:
<S> <C>
Company Stock Fund 3
Mutual Fund 2
Interest Income Fund 172
Directed Purchase of Life Insurance 13
PAYSOP 153
</TABLE>
The total number of participants in the Plan was less than the sum of
the number of participants shown above because some were participating
in more than one fund.
Employer Contributions
- ----------------------
The Company provides a matching contribution of up to five cents for
each hour worked by a participant.
Vesting and Distributions
- -------------------------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Any participants who have
suffered a hardship (as defined by the Internal Revenue Service and the
Plan) may also withdraw all or any portion of their account balances.
As of December 31, 1993 and 1992, the Plan had $-0- and $47,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants.
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Such loans made prior to November 1989 bear
interest at a rate equal to the rate being earned by the Interest
Income Fund at the time the loan was made. Loans made subsequent to
October 1989 bear interest at the prime rate plus 1/2% at the time the
loan is made. All loans must be secured by the participant's account,
and are repayable in installments by payroll deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Accounting Principles
- ---------------------
The financial statements of the Plan are maintained on an accrual
basis. The Plan's investments are stated at fair value, as determined
by the Trustee, based on publicly stated price information. The
"average cost" method is used to determine the cost of securities sold.
Investments in group annuity contracts are stated at contract value.
Income Tax Status
- -----------------
The Company has received a determination letter dated October 7, 1992,
from the Internal Revenue Service that the Plan qualifies under the
Internal Revenue Code; as such the Plan is exempt from federal income
tax, and amounts contributed by the Company and its employees are not
taxable to the participants until distributions from the Plan are made.
The Plan Administrator believes that the Plan as amended and as
currently operating is in compliance with all applicable provisions of
the Internal Revenue Code.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
-10-
<PAGE> 11
Gain and Losses on Sale of Investments
- --------------------------------------
In compliance with reporting regulations of the Department of Labor,
the Plan calculates the net realized gains and losses on investments
sold or distributed and unrealized appreciation and depreciation of
investments based on the market value of the assets at the beginning of
the Plan year or at the time of purchase during the year.
Reclassifications
- -----------------
Certain prior period amounts have been reclassified to conform to the
current year presentation.
3. TERMINATION OF THE PLAN:
------------------------
The Company reserves the right to terminate its participation in the
Plan as of any specified current or future date.
Until the assets held in the Trust have been fully distributed, the
Trustee shall continue to possess all powers with which it was
empowered by the Trust Agreement, and shall have all such other powers
as are necessary or appropriate to the completion of such distribution.
Upon complete termination of the Plan, plan assets are not insured by
the Pension Benefit Guaranty Corporation as the Plan is not covered by
Title IV of the Employee Retirement Income Security Act of 1974
(ERISA). In addition, termination of the Plan must be approved by the
Internal Revenue Service.
-11-
<PAGE> 12
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
<TABLE>
SCHEDULE OF INVESTMENTS
-----------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- ---- -----
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 72 $ 2,055 $ 2,034
Boatmen's Employee Benefit Short-Term Fund $ 8 8 8
-------- --------
2,063 2,042
-------- --------
MUTUAL FUND:
Washington Mutual Investors Fund 516 8,409 9,171
Boatmen's Employee Benefit Short-Term Fund $ 60 60 60
-------- --------
8,469 9,231
-------- --------
INTEREST INCOME FUND:
General American Life Insurance Company Group Annuity
Contract $182,419 182,419 182,419
IDS Trust Company Collective Income Fund 4,461 156,964 156,964
LaSalle National Trust Income Plus Fund $127,345 127,345 127,345
Society National Bank MGD GIC Fund $189,853 189,853 189,853
Boatmen's Employee Benefit Short-Term Fund $ 2,846 2,846 2,846
Loans to participants, interest ranging from 6.5% to 11.0% $ 46,183 46,183 46,183
-------- --------
705,610 705,610
-------- --------
DIRECTED PURCHASE OF LIFE INSURANCE:
Boatmen's Employee Benefit Short-Term Fund $ 79 79 79
-------- --------
Total investments $716,221 $716,962
======== ========
</TABLE>
-12-
<PAGE> 13
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(K) PLAN
----------------------
<TABLE>
SCHEDULE OF 5% REPORTABLE TRANSACTIONS
--------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Purchases Sales
------------------------- ---------------------------------------------------
Number of Number of Sales Gain or
Description of Asset Transactions Cost Transactions Cost Price (Loss)
-------------------- ------------ -------- ------------ -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Boatmen's Employee Benefit
Short-Term Fund 109 $433,406 61 $438,134 $438,134 $ -
Centerland Short-Term
Dividend Asset Portfolio 1 151,605 1 151,605 151,605 -
IDS Trust Company Collective
Income Fund 13 29,693 16 34,557 34,557 -
LaSalle National Income Plus
Fund 10 133,265 7 6,916 6,916 -
Society National Bank MGD
GIC Fund 10 188,918 7 7,758 7,758 -
Hartford Life Insurance
Company Group Annuity
Contract 1 1,171 1 151,605 151,605 -
New York Life Insurance
Company Group Annuity
Contract 1 722 1 102,019 102,019 -
</TABLE>
-13-
<PAGE> 14
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Collinwood
401(k) Plan financial statements included in this Form 11-K, into
the Corporation's previously filed Registration Statement on Form
S-8 File No. 2-97291.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
April 25, 1994
-14-
<PAGE> 1
Exhibit 99.3
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from --------------to---------------
Commission file number 1-5674
---------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
SAVANNAH 401(k) PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE> 2
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 4
Statement of Net Assets Available for 5-6
Plan Benefits - December 31, 1993 and
December 31, 1992
Statement of Changes in Net Assets 7-8
Available for Plan Benefits - Fiscal
Years ended December 31, 1993 and
December 31, 1992
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE> 3
THE ANGELICA CORPORATION
SAVANNAH 401(K) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Angelica Corporation Savannah 401(K) Plan as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for the years then ended. These
financial statements and the schedules referred to below are the
responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Angelica Corporation Savannah 401(K) Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen & Co.
St. Louis, Missouri,
April 11, 1994
-4-
<PAGE> 5
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
General American Life Insurance Company
Group Annuity Contract $124,346 $ - $ - $124,346 $ -
IDS Trust Company Collective Income
Fund 104,173 - - 104,173 -
LaSalle National Income Plus Fund 62,138 - - 62,138 -
Society National Bank MGD GIC Fund 110,606 - - 110,606 -
Massachusetts Capital Development Fund 1,026 - 1,026 - -
Washington Mutual Investors Fund 1,119 - 1,119 - -
Angelica Corporation Common Stock 3,023 3,023 - - -
Boatmen's Employee Benefit Short-Term
Fund 2,313 87 19 2,195 12
Loans to participants 20,396 - - 20,396 -
-------- ------ ------ -------- ----
429,140 3,110 2,164 423,854 12
OTHER ASSETS:
Contributions receivable (including
employer's contributions of $769) 5,861 52 41 5,737 31
Interest and dividends receivable 189 25 154 10 -
Loan payment receivable 635 - - 635 -
-------- ------ ------ -------- ----
Total assets 435,825 3,187 2,359 430,236 43
<CAPTION>
LIABILITIES
-----------
LIABILITIES--Premiums payable 43 - - - 43
-------- ------ ------ -------- ----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $435,782 $3,187 $2,359 $430,236 $ -
======== ====== ====== ======== ====
The accompanying notes are an integral part of this statement.
</TABLE>
-5-
<PAGE> 6
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1992
-----------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
ASSETS
------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
General American Life Insurance Company
Group Annuity Contract $118,124 $ - $ - $118,124 $ -
IDS Trust Company Collective Income
Fund 103,384 - - 103,384 -
Hartford Life Insurance Company Group
Annuity Contract 68,248 - - 68,248 -
New York Life Insurance Company Group
Annuity Contract 55,936 - - 55,936 -
Loans to participants 10,586 - - 10,562 24
Boatmen's Employee Benefit Short-Term
Fund 4,415 32 980 3,384 19
Angelica Corporation Common Stock 3,927 3,927 - - -
Massachusetts Capital Development Fund 1,818 - 1,818 - -
Washington Mutual Investors Fund 811 - 811 - -
-------- ------ ------ -------- ----
367,249 3,959 3,609 359,638 43
OTHER ASSETS:
Contributions receivable (including
employer's contributions of $729) 4,295 26 16 4,253 -
Interest and dividends receivable 114 35 70 9 -
Loan payment receivable 299 - - 299 -
-------- ------ ------ -------- ----
Total assets 371,957 4,020 3,695 364,199 43
-------- ------ ------ -------- ----
<CAPTION>
LIABILITIES
-----------
LIABILITIES:
Premiums payable 43 - - - 43
Other payable 965 - 965 - -
-------- ------ ------ -------- ----
Total liabilities 1,008 - 965 - 43
-------- ------ ------ -------- ----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $370,949 $4,020 $2,730 $364,199 $ -
======== ====== ====== ======== ====
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 25,701 $ 4 $ 5 $ 25,692 $ -
Dividends 287 110 177 - -
-------- ------ ------ -------- -------
25,988 114 182 25,692 -
-------- ------ ------ -------- -------
CHANGE IN UNREALIZED
APPRECIATION OF INVESTMENTS 769 602 167 - -
-------- ------ ------ -------- -------
NET REALIZED LOSS ON SALE OF
INVESTMENTS (243) (193) (50) - -
-------- ------ ------ -------- -------
CONTRIBUTIONS:
Interfund transfers - (176) (243) 419 -
Participants' 54,437 742 393 52,782 520
Employer's 10,110 181 48 9,881 -
-------- ------ ------ -------- -------
64,547 747 198 63,082 520
-------- ------ ------ -------- -------
LESS:
Participants' withdrawals (25,704) (2,103) (868) (22,733) -
Life insurance premiums (520) - - - (520)
Other (4) - - (4) -
-------- ------ ------ -------- -------
(26,228) (2,103) (868) (22,737) (520)
-------- ------ ------ -------- -------
Change in assets available for plan
benefits 64,833 (833) (371) 66,037 -
NET ASSETS AVAILABLE AT BEGINNING
OF YEAR 370,949 4,020 2,730 364,199 -
-------- ------ ------ -------- -------
NET ASSETS AVAILABLE AT END OF
YEAR $435,782 $3,187 $2,359 $430,236 $ -
======== ====== ====== ======== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE> 8
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<CAPTION>
Investment Funds
--------------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 24,648 $ 4 $ 28 $ 24,616 $ -
Dividends 210 138 72 - -
-------- ------ ------ -------- -------
24,858 142 100 24,616 -
-------- ------ ------ -------- -------
CHANGE IN UNREALIZED
APPRECIATION (DEPRECIATION) OF
INVESTMENTS (1,735) (1,810) 75 - -
-------- ------ ------ -------- -------
NET REALIZED LOSS ON SALE OF
INVESTMENTS (41) (41) - - -
-------- ------ ------ -------- -------
CONTRIBUTIONS:
Participants' 48,572 462 483 47,128 499
Employer's 9,954 105 97 9,752 -
-------- ------ ------ -------- -------
58,526 567 580 56,880 499
-------- ------ ------ -------- -------
LESS:
Participants' withdrawals (18,683) (582) (20) (18,081) -
Life insurance premiums (499) - - - (499)
-------- ------ ------ -------- -------
(19,182) (582) (20) (18,081) (499)
-------- ------ ------ -------- -------
Changes in net assets available for
plan benefits 62,426 (1,724) 735 63,415 -
NET ASSETS AVAILABLE AT BEGINNING
OF YEAR 308,523 5,744 1,995 300,784 -
-------- ------ ------ -------- -------
NET ASSETS AVAILABLE AT END OF
YEAR $370,949 $4,020 $2,730 $364,199 $ -
======== ====== ====== ======== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-8-
<PAGE> 9
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
General
- -------
The Angelica Corporation Savannah 401(K) Plan (the Plan) was adopted by
the Board of Directors of Angelica Corporation (the Company) on
April 23, 1985, effective as of December 1, 1985, for participant
eligibility. The purpose of the Plan is to provide participants an
opportunity to defer portions of their earnings so as to provide
supplementary retirement income and a measure of economic security. The
Company is the Plan Administrator and the assets of the Plan are held in
Trust by Boatmen's Trust Company (the Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time union employees at the Company's Savannah,
Tennessee, plant who have either (i) completed one year of service with
the Company and are age 21 or older or (ii) completed three years of
service, are eligible to participate in the Plan.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Participants' contributions - Participants may contribute up to 12%
of their annual compensation to the Plan through payroll deferrals.
Upon enrollment or reenrollment, each participant directs his or
her contributions be invested in one or more of the investment
options below in increments of 10%. Such direction may be revised
by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common Stock.
Mutual Fund
This fund is invested in the Washington Mutual Investors Fund.
Interest Income Fund
This fund is invested in group annuity contracts with General
American Life Insurance Company, IDS Trust Company Collective
Income Fund, LaSalle National Income Plus Fund and Society
National Bank MGD GIC Fund.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of his or
her contributions to purchase insurance insuring his or her
life or the lives of his or her spouse and children under age
23. Only participants contributing to the fund as of
December 31, 1990, are allowed to continue contributions in
the future.
-9-
<PAGE> 10
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1993, was as follows:
<S> <C>
Company Stock Fund 8
Mutual Fund 3
Interest Income Fund 131
Directed Purchase of Life Insurance 3
PAYSOP 110
</TABLE>
The total number of participants in the Plan was less than the sum of
the number of participants shown above because some were participating
in more than one fund.
Employer Contributions
- ----------------------
The Company provides a matching contribution of up to five cents for
each hour worked by a participant.
Vesting and Distributions
- -------------------------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Any participants who have
suffered a hardship (as defined by the Internal Revenue Service and the
Plan) may also withdraw all or any portion of their account balances.
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Such loans made prior to November 1989 bear
interest at a rate equal to the rate being earned by the Interest Income
Fund at the time the loan was made. Loans made subsequent to October
1989 bear interest at the prime rate plus 1/2% at the time the loan is
made. All loans must be secured by the participant's account, and are
repayable in installments by payroll deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Accounting Principles
- ---------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based on publicly stated price information. The "average cost"
method is used to determine the cost of securities sold. Investments in
group annuity contracts are stated at contract value.
Income Tax Status
- -----------------
The Company has received a determination letter dated October 6, 1992,
from the Internal Revenue Service that the Plan qualifies under the
Internal Revenue Code; as such the Plan is exempt from federal income
tax, and amounts contributed by the Company and its employees are not
taxable to the participants until distributions from the Plan are made.
The Plan Administrator believes that the Plan as amended and as
currently operating is in compliance with all applicable provisions of
the Internal Revenue Code.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
-10-
<PAGE> 11
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net realized gains and losses on investments sold or
distributed and unrealized appreciation and depreciation of investments
based on the market value of the assets at the beginning of the Plan
year or at the time of purchase during the year.
3. TERMINATION OF THE PLAN:
------------------------
The Company reserves the right to terminate its participation in the
Plan as of any specified current or future date.
Until the assets held in the Trust have been fully distributed, the
Trustee shall continue to possess all powers with which it was empowered
by the Trust Agreement, and shall have all such other powers as are
necessary or appropriate to the completion of such distribution.
Upon complete termination of the Plan, plan assets are not insured by
the Pension Benefit Guaranty Corporation as the Plan is not covered by
Title IV of the Employee Retirement Income Security Act of 1974 (ERISA).
In addition, termination of the Plan must be approved by the Internal
Revenue Service.
-11-
<PAGE> 12
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
<TABLE>
SCHEDULE OF INVESTMENTS
-----------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- -------- --------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 107 $ 2,992 $ 3,023
Boatmen's Employee Benefit Short-Term Fund $ 87 87 87
-------- --------
3,079 3,110
-------- --------
MUTUAL FUND:
Massachusetts Capital Development Fund 89 1,091 1,026
Washington Mutual Investors Fund 63 1,055 1,119
Boatmen's Employee Benefit Short-Term Fund $ 19 19 19
-------- --------
2,165 2,164
-------- --------
INTEREST INCOME FUND:
General American Life Insurance Company Group Annuity
Contract $124,346 124,346 124,346
IDS Trust Company Collective Income Fund 2,961 104,173 104,173
LaSalle National Income Plus Fund $ 62,138 62,138 62,138
Society National Bank MGD GIC Fund $110,606 110,606 110,606
Boatmen's Employee Benefit Short-Term Fund $ 2,195 2,195 2,195
Loans to participants, interest ranging from 6.5% to 11.0% $ 20,396 20,396 20,396
-------- --------
423,854 423,854
-------- --------
DIRECTED PURCHASE OF LIFE INSURANCE:
Boatmen's Employee Benefit Short-Term Fund $ 12 12 12
-------- --------
Total investments $429,110 $429,140
======== ========
</TABLE>
-12-
<PAGE> 13
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(K) PLAN
--------------------
<TABLE>
SCHEDULE OF 5% REPORTABLE TRANSACTIONS
--------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Purchases Sales
------------------------- ---------------------------------------------------
Number of Number of Sales Gain or
Description of Asset Transactions Cost Transactions Cost Price (Loss)
-------------------- ------------ -------- ------------ -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Boatmen's Employee Benefit
Short-Term Fund 123 $232,303 76 $234,405 $234,405 $ -
Hartford Life Insurance
Company Group Annuity
Contract 1 532 1 68,779 68,779 -
New York Life Insurance
Company Group Annuity
Contract 1 399 1 56,335 56,335 -
Centerland Short-Term Fund 1 68,779 1 68,779 68,779 -
LaSalle National Income Plus
Fund 10 65,317 5 3,665 3,665 -
Society National Bank MGD
GIC Fund 11 110,269 5 4,444 4,444 -
</TABLE>
-13-
<PAGE> 14
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Savannah
401(k) Plan financial statements included in this Form 11-K, into
the Corporation's previously filed Registration Statement on Form
S-8 File No. 33-625.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
April 25, 1994
-14-
<PAGE> 1
Exhibit 99.4
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from --------------to---------------
Commission file number 1-5674
----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
MISSOURI PLANTS 401(k) PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE> 2
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 4
Statement of Net Assets Available for 5-6
Plan Benefits - December 31, 1993 and
December 31, 1992
Statement of Changes in Net Assets 7-8
Available for Plan Benefits - Fiscal
Year ended December 31, 1993 and Eleven-
Month Period ended December 31, 1992
Notes to Financial Statements 9-10
Schedule I 11
Schedule II 12
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE> 3
THE ANGELICA CORPORATION
MISSOURI PLANTS 401(K) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Angelica Corporation Missouri Plants 401(K) Plan
as of December 31, 1993 and 1992, and the related statements of changes
in net assets available for plan benefits for the year ended
December 31, 1993, and the eleven-month period ended December 31,
1992. These financial statements and the schedules referred to below
are the responsibility of the Plan Administrator. Our responsibility
is to express an opinion on these financial statements and schedules
based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Angelica Corporation Missouri Plants 401(K) Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the year ended December 31, 1993, and the eleven-month
period ended December 31, 1992, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen & Co.
St. Louis, Missouri,
April 11, 1994
-4-
<PAGE> 5
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Investment Funds
--------------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
-------- ------- ------ --------
ASSETS
------
<S> <C> <C> <C> <C>
INVESTMENTS, at fair value:
IDS Trust Company Collective Income Fund $ 55,099 $ - $ - $ 55,099
Society National Bank MGD GIC Fund 53,663 - - 53,663
Washington Mutual Investors Fund 7,540 - 7,540 -
Angelica Corporation Common Stock 15,255 15,255 - -
Boatmen's Employee Benefit Short-Term Fund 3,075 357 194 2,524
-------- ------- ------ --------
134,632 15,612 7,734 111,286
OTHER ASSETS:
Contributions receivable 4,309 454 277 3,578
Interest and dividends receivable 355 124 221 10
Other receivables 57 - - 57
-------- ------- ------ --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $139,353 $16,190 $8,232 $114,931
======== ======= ====== ========
The accompanying notes are an integral part of this statement.
</TABLE>
-5-
<PAGE> 6
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1992
-----------------
<CAPTION>
Investment Funds
--------------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
-------- ------- ------ --------
ASSETS
------
<S> <C> <C> <C> <C>
INVESTMENTS, at fair value:
IDS Trust Company Collective Income Fund $45,851 $ - $ - $45,851
Washington Mutual Investors Fund 2,469 - 2,469 -
Angelica Corporation Common Stock 6,324 6,324 - -
Boatmen's Employee Benefit Short-Term Fund 3,247 464 154 2,629
------- ------ ------ -------
57,891 6,788 2,623 48,480
OTHER ASSETS:
Contributions receivable 4,396 545 227 3,624
Interest and dividends receivable 107 53 46 8
------- ------ ------ -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $62,394 $7,386 $2,896 $52,112
======= ====== ====== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Investment Funds
--------------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
-------- ------- ------ --------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income $ 4,263 $ 17 $ 6 $ 4,240
Dividends 711 383 328 -
-------- ------- ------ --------
4,974 400 334 4,240
-------- ------- ------ --------
CHANGE IN UNREALIZED APPRECIATION OF
INVESTMENTS 1,864 1,673 191 -
-------- ------- ------ --------
NET REALIZED GAIN/(LOSS) ON SALE OF
INVESTMENTS (35) (37) 2 -
-------- ------- ------ --------
CONTRIBUTIONS:
Interfund transfers - (677) - 677
Participants' 77,726 8,296 4,902 64,528
-------- ------- ------ --------
77,726 7,619 4,902 65,205
-------- ------- ------ --------
LESS--Participants' withdrawals (7,570) (851) (93) (6,626)
-------- ------- ------ --------
Changes in net assets available for plan benefits 76,959 8,804 5,336 62,819
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF YEAR 62,394 7,386 2,896 52,112
-------- ------- ------ --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
END OF YEAR $139,353 $16,190 $8,232 $114,931
======== ======= ====== ========
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE> 8
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE ELEVEN-MONTH PERIOD ENDED DECEMBER 31, 1992
---------------------------------------------------
<CAPTION>
Investment Funds
--------------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
------- ------- ------ --------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income $ 946 $ 17 $ 4 $ 925
Dividends 146 87 59 -
------- ------ ------ -------
1,092 104 63 925
------- ------ ------ -------
CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION)
OF INVESTMENTS (373) (414) 41 -
------- ------ ------ -------
NET REALIZED LOSS ON SALE OF INVESTMENTS (32) (32) - -
------- ------ ------ -------
CONTRIBUTIONS:
Interfund transfers - 139 - (139)
Participants' 61,047 7,799 2,934 50,314
Rollovers 3,275 - - 3,275
------- ------ ------ -------
64,322 7,938 2,934 53,450
------- ------ ------ -------
LESS--Participants' withdrawals (2,615) (210) (142) (2,263)
------- ------ ------ -------
Change in net assets available for plan benefits 62,394 7,386 2,896 52,112
------- ------ ------ -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
END OF YEAR $62,394 $7,386 $2,896 $52,112
======= ====== ====== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-8-
<PAGE> 9
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
General
- -------
The Angelica Corporation Missouri Plants 401(K) Plan (the Plan) was
adopted by the Board of Directors of Angelica Corporation (the Company)
on January 28, 1992, effective as of February 1, 1992, for participant
eligibility. The purpose of the Plan is to provide participants an
opportunity to defer portions of their earnings so as to provide
supplementary retirement income and a measure of economic security.
The Company is the Plan Administrator and the assets of the Plan are
held in trust by Boatmen's Trust Company (the Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time union employees at the Company's Missouri
Plants who have either (i) completed one year of service with the
Company and are age 21 or older or (ii) completed three years of
service, are eligible to participate in the Plan.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Participants' contributions - Participants may contribute up to
12% of their annual compensation to the Plan through payroll
deferrals. Upon enrollment or reenrollment, each participant
directs his or her contributions be invested in one or more of the
investment options below in increments of 10%. Such direction may
be revised by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common Stock.
Mutual Fund
This fund is invested in the Washington Mutual Investors Fund.
Interest Income Fund
This fund is invested in IDS Trust Company Collective Income
Fund, and Society National Bank MGD GIC Fund.
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1993, was as follows:
<S> <C>
Company Stock Fund 35
Mutual Fund 18
Interest Income Fund 126
</TABLE>
The total number of participants in the Plan was less than the sum of
the number of participants shown above because some were participating
in more than one fund.
-9-
<PAGE> 10
Vesting and Distributions
- -------------------------
The salary deferral contributions of each participant's account are
fully vested and nonforfeitable at all times.
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Any participants who have
suffered a hardship (as defined by the Internal Revenue Service and the
Plan) may also withdraw all or any portion of their account balances.
As of December 31, 1993 and 1992, the Plan had $57 and $-0-,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants.
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Loans bear interest at the prime rate plus 1/2%
at the time the loan was made. All loans must be secured by the
participant's account and are repayable in installments by payroll
deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Accounting Principles
- ---------------------
The financial statements of the Plan are maintained on an accrual
basis. The Plan's investments are stated at fair value, as determined
by the Trustee, based upon publicly stated price information. The
"average cost" method is used to determine the cost of securities sold.
Income Tax Status
- -----------------
The Company has received a determination letter dated October 6, 1992,
from the Internal Revenue Service that the Plan qualifies under the
Internal Revenue Code; as such the Plan is exempt from federal income
tax, and amounts contributed by the employees are not taxable to the
participants until distributions from the Plan are made. The Plan
Administrator believes that the Plan as amended and as currently
operating is in compliance with all applicable provisions of the
Internal Revenue Code.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor,
the Plan calculates the net realized gains and losses on investments
sold or distributed and unrealized appreciation and depreciation of
investments based on the market value of the assets at the beginning of
the plan year or at the time of purchase during the year.
3. TERMINATION OF THE PLAN:
-----------------------
The Company reserves the right to terminate its participation in the
Plan as of any specified current or future date.
Until the assets held in the Trust have been fully distributed, the
Trustee shall continue to possess all powers with which it was
empowered by the Trust Agreement, and shall have all such other powers
as are necessary or appropriate to the completion of such distribution.
Upon complete termination of the Plan, plan assets are not insured by
the Pension Benefit Guaranty Corporation as the Plan is not covered by
Title IV of the Employee Retirement Income Security Act of 1974
(ERISA). In addition, termination of the Plan must be approved by the
Internal Revenue Service.
-10-
<PAGE> 11
SCHEDULE I
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
SCHEDULE OF INVESTMENTS
-----------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- -------- --------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 540 $ 13,960 $ 15,255
Boatmen's Employee Benefit Short-Term Fund $ 357 357 357
-------- --------
14,317 15,612
-------- --------
MUTUAL FUND:
Washington Mutual Investors Fund 424 7,309 7,540
Boatmen's Employee Benefit Short-Term Fund $ 194 194 194
-------- --------
7,503 7,734
-------- --------
INTEREST INCOME FUND:
IDS Trust Company Collective Income Fund 1,566 55,099 55,099
Society National Bank MGD GIC Fund $53,663 53,663 53,663
Boatmen's Employee Benefit Short-Term Fund $ 2,524 2,524 2,524
-------- --------
111,286 111,286
-------- --------
Total investments $133,106 $134,632
======== ========
</TABLE>
-11-
<PAGE> 12
SCHEDULE II
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(K) PLAN
---------------------------
SCHEDULE OF 5% REPORTABLE TRANSACTIONS
--------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
<CAPTION>
Purchases Sales
------------------------- ---------------------------------------------------
Number of Cost Number of Cost Sales Gain or
Description of Asset Transactions Basis Transactions Basis Price (Loss)
-------------------- ------------ -------- ------------ -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
IDS Trust Company Collective
Income Fund 12 $ 13,852 6 $ 4,458 $ 4,458 $ -
Washington Mutual Investors
Fund 17 4,966 1 85 87 2
Society National Bank MGD
GIC Fund 10 52,619 3 413 413 -
Angelica Corporation
Common Stock 16 8,168 3 908 873 (37)
Boatmen's Employee Benefit
Short-Term Fund 85 110,979 60 111,151 111,151 -
</TABLE>
-12-
<PAGE> 13
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Missouri
Plants 401(k) Plan financial statements included in this Form 11-K,
into the Corporation's previously filed Registration Statement on
Form S-8 File No. 33-45410.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri
April 25, 1994
-13-
