<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 28, 1995
Commission File Number 1-5674
--------------------
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 South Woods Mill Road 63017-3406
Chesterfield, Missouri (Zip Code)
(Address of principal executive offices)
(314) 854-3800
Registrant's telephone number, including area code
--------------------
<TABLE>
Securities registered pursuant to Section 12(b) of the Act:
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- -------------------
<S> <C>
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:
NONE
</TABLE>
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.
$246,712,938 April 3, 1995
- -------------------- ----------------------
Value Date of Valuation
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of April 3, 1995.
Common Stock, $1.00 par value, 9,134,194 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1) Portions of the Annual Report to Shareholders for year ended
1/28/95 are incorporated in Parts I, II & IV; 2) Portions of the
Proxy Statement dated 4/14/95 are incorporated in Part III.
<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 27 of the Company's Annual Report to
Shareholders for the year ended January 28, 1995 and is
incorporated herein 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 28,
1995.
(c) 1 (i) RENTAL SERVICES
---------------
This segment has 36 plants generally in or near major
metropolitan areas in the United States providing
textile rental and laundry services for health care
institutions, presently servicing 945 institutions with
approximately 148,000 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 264 retail stores, located
primarily in malls and strip shopping centers.
(ii) Not applicable.
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<PAGE> 3
(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, being characterized by
a large number of independent, privately-owned
competitors. 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.
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<PAGE> 4
The Company believes there are approximately 2,500
retail stores in the U.S. offering merchandise
comparable to 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 9,800 persons
(including approximately 800 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 27 of the Company's
Annual Report to Shareholders for the year ended January 28,
1995.
ITEM 2. PROPERTIES
- -------------------
The Company's real estate, both owned and leased, which is
used in its Manufacturing and Marketing segment, at January 28,
1995 was comprised of 20 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
28, 1995, 36 laundries plus warehouse facilities located in 15
states were used in the Rental Services segment, and 264 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
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<PAGE> 5
additional equipment. A substantial portion of the real estate utilized
by the Company is leased. Capitalized leases, primarily utilized by the
Manufacturing and Marketing segment, represent approximately 1% of the net
book value of all fixed assets at January 28, 1995. 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%
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
- --------------------------
The Company is not a party, and none of its property is subject, to
any material pending legal proceeding other than ordinary routine
litigation incidental to the business. 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 28, 1995.
<TABLE>
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
<CAPTION>
Present Position (and Year First
Prior Offices During Past Elected As
Name Five Years) <F1> <F2> An Officer Age
---- ------------------------- ---------- ---
<C> <S> <C> <C>
Lawrence J. Young <F3> Chairman of the Board, 1975 50
President, Chief Executive
Officer and Director
Theodore M. Armstrong Senior Vice President- 1986 55
Finance and Administration
and Chief Financial Officer
Gene P. Byrd Vice President; President, 1989 54
Angelica Uniform Group
John S. Aleman Vice President-Human Resources 1985 59
Jill Witter Vice President, General Counsel 1985 40
and Secretary
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<PAGE> 6
L. Linden Mann Controller and Assistant 1978 55
Secretary; Vice President,
Angelica Healthcare Services Group
Thomas M. Degnan <F4> Treasurer 1993 39
Michael E. Burnham <F5> Vice President; President, 1993 43
Life Uniform and Shoe Shops
Alan D. Wilson <F6> Vice President; President, 1995 52
Angelica Healthcare Services
Group
<FN>
<F1> 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.
<F2> All officers serve at the pleasure of the Board of Directors.
<F3> 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.
<F4> 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.
<F5> 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.
<F6> Alan D. Wilson has been a Vice President of the Company and President
of Angelica Healthcare Services Group since March 15, 1995. Prior to
that he was, and continues to be, President of the Eastern Rental
Division.
</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.
-5-
<PAGE> 7
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ----------------------------------------------------------------------
MATTERS
- -------
The information required by this item is included under the caption "Common
Stock Data" on page 29 of the Company's Annual Report to Shareholders for the
year ended January 28, 1995 and is incorporated herein by reference. The
number of shareholders of record was 1,710 at April 3, 1995. 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 30 and 31 of the Company's Annual
Report to Shareholders for the year ended January 28, 1995 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 17 and 18 of the Company's Annual
Report to Shareholders for the year ended January 28, 1995 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information required by this item appears on pages 19 through 28 of the
Company's Annual Report to Shareholders for the year ended January 28, 1995
and is incorporated herein by reference. The financial statement schedule
listed at Item 14(a)(2) is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
Not Applicable.
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<PAGE> 8
PART III
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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 23, 1995 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 and 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 8, "Employment
Contracts and Termination of Employment and Change-In-Control Arrangements"
on pages 8 and 9, and "Pension Plan" on page 11 of the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on May 23, 1995
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 23, 1995 is incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Not applicable.
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<PAGE> 9
PART IV
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<TABLE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
<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 28, 1995:
(i) Consolidated Statements of Income - 19
Years ended January 28, 1995, January
29, 1994, and January 30, 1993
(ii) Consolidated Balance Sheets - January 20
28, 1995 and January 29, 1994
(iii) Consolidated Statements of Share- 21
holders' Equity - Years ended January
28, 1995, January 29, 1994 and January
30, 1993
(iv) Consolidated Statements of Cash Flows- 22
Years ended January 28, 1995, January 29,
1994 and January 30, 1993
(v) Notes to Consolidated Financial State- 23-28
ments
(vi) Report of Independent Public 29
Accountants
</TABLE>
-8-
<PAGE> 10
2. Supplementary Data and Financial Statement Schedule
---------------------------------------------------
(i) The supplementary data entitled "Unaudited Quarterly
Financial Data" is incorporated by reference herein
and in Item 8 above from page 28 of the Company's
Annual Report to Shareholders for the year ended
January 28, 1995.
(ii) The following financial statement schedule is
submitted as a separate section of this report
beginning at page 13:
Schedule II - Valuation and Qualifying Accounts -
For the Three Years Ended January 28, 1995
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 Schedule II appears
at page 12 of the Form 10-K
3. Exhibits
--------
See Exhibit Index on pages 14-17 hereof for a list of all management
contracts, compensatory plans and arrangements required by this item
(Exhibit Nos. 10.1 through 10.27) 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 28, 1995.
-9-
<PAGE> 11
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> 12
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 24, 1995
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 24, 1995
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<PAGE> 13
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
14, 1995. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14(a)2(ii) on page
9 is the responsibility of the Corporation's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic consolidated financial statements. This schedule
has been subjected to the auditing procedures applied in the audit of the
basic consolidated financial statements and, in our opinion, fairly states
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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 14, 1995
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<PAGE> 14
Schedule II
<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JANUARY 28, 1995
(In Thousands)
-----------------------------------------------
<CAPTION>
Balance at Charged Balance
Beginning to Costs at End of
Description of Period and Expenses Deductions <Fa> Period
- ----------- ---------- ------------ --------------- ---------
<S> <C> <C> <C> <C>
Reserve for doubtful
accounts - deducted
from receivables in
the balance sheet
<CAPTION>
YEAR ENDED JANUARY 28, 1995
---------------------------
<S> <C> <C> <C> <C>
$2,630 $1,622 $1,553 $2,699
----- ----- ----- -----
<CAPTION>
YEAR ENDED JANUARY 29, 1994
---------------------------
<S> <C> <C> <C> <C>
$3,386 $ 778 $1,534 $2,630
----- ----- ----- -----
<CAPTION>
YEAR ENDED JANUARY 30, 1993
---------------------------
<S> <C> <C> <C> <C>
$2,583 $2,442 $1,639 $3,386
----- ----- ----- -----
<FN>
<Fa> Doubtful accounts written off against reserve provided, net of recoveries.
</TABLE>
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<PAGE> 15
<TABLE>
EXHIBIT INDEX
- -------------
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<C> <S>
<F*>Asterisk indicates exhibits filed herewith.
<F**>Management contract or compensatory plan incorporated by
reference from the document listed.
3.1 Restated Articles of Incorporation of the Company, as
currently in effect. Said Articles were last filed as and are
incorporated herein by reference to Exhibit 3.1 to the Form
10-K for the fiscal year ended 1/26/91.
3.2 Current By-Laws of the Company, as last amended May 24, 1994.<F*>
4.1 Shareholder Protection Rights Plan. Filed as Registration
Statement on Form 8-A dated August 24, 1988 and incorporated
herein by reference.
4.2 10.3% and 9.76% Senior Notes to insurance company due annually
to 2004, together with Note Facility Agreement. Filed as and
incorporated herein by reference to Exhibit 4.2 to the Form
10-K for the fiscal year ended 1/27/90.
4.3 9.15% Senior Notes to insurance companies due December 31,
2001, together with Note Agreements and First Amendment
thereto. Filed as and incorporated herein by reference to
Exhibit 4.3 to the Form 10-K for the fiscal year ended 2/1/92.
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 (as amended
1/31/95).<F*> <F**>
10.2 Retirement Benefit Agreement between the Company and Alan D.
Wilson dated August 25, 1987.<F*> <F**>
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.<F**>
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<PAGE> 16
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
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.<F**>
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.<F**>
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.<F**>
10.7 Angelica Corporation Stock Option Plan (As amended November
29, 1994).<F*> <F**>
10.8 Angelica Corporation Stock Award Plan - Form 10-K for fiscal
year ended 2/1/92, exhibit 10.<F**>
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.<F**>
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.<F**>
10.11 Incentive Compensation Plan (restated) - Form 10-K for fiscal
year ended 1/27/90, exhibit 19.11.<F**>
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.<F**>
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.<F**>
10.14 Supplemental and Deferred Compensation Trust - Form 10-K for
fiscal year ended 2/1/92, exhibit 19.5.<F**>
10.15 Management Retention Trust - Form 10-K for fiscal year ended
2/1/92, exhibit 19.4.<F**>
10.16 Performance Shares Plan for Selected Senior Management
(restated) - Form 10-K for fiscal year ended 1/26/91, exhibit
19.3.<F**>
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<PAGE> 17
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
10.17 Management Retention and Incentive Plan (restated) - Form 10-K
for fiscal year ended 1/26/91, exhibit 19.1.<F**>
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.<F**>
10.19 Restated Deferred Compensation Plan for Non-Employee Directors
- Form 10-K for fiscal year ended 1/28/84, exhibit 10 (v),
incorporating all amendments thereto through the date of this
filing.<F**>
10.20 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through October 25, 1994).<F*> <F**>
10.21 Angelica Corporation Pension Plan as Amended and Restated -
Form 10-K for fiscal year ended 1/26/91, exhibit 19.7,
incorporating all amendments thereto through the date of this
filing.<F**>
10.22 Angelica Corporation 1994 Non-Employee Directors Stock Plan,
incorporated by reference to Appendix A of the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on
May 23, 1995. Subject to approval of shareholders at the
Annual Meeting before becoming effective.<F**>
10.23 Twelfth Amendment to Angelica Corporation Retirement Savings
Plan. The last amendment thereto was filed as exhibit 10.2
to the Form 10-K for the fiscal year ended 1/29/94.<F*>
10.24 Amendment No. 2 to Angelica Corporation Deferred Compensation
Option Plan for Directors, dated November 29, 1994.<F*>
10.25 Amendment No. 1 to Angelica Corporation Restated Deferred
Compensation Plan for Non-Employee Directors, dated November
29, 1994.<F*>
10.26 Fifth Amendment to Angelica Corporation Pension Plan (As
Restated April 1, 1989), dated December 28, 1994.<F*>
10.27 Amendment to Angelica Corporation Deferred Compensation Option
Plan for Selected Management Employees, dated October 25, 1994.<F*>
-16-
<PAGE> 18
<CAPTION>
Exhibit
Number Exhibit
- ------ --------
<C> <S>
13 Certain portions of the Annual Report to Shareholders for the
fiscal year ended January 28, 1995, which have been
incorporated by reference.<F*>
21 Subsidiaries<F*>
23 Consent of Independent Public Accountants<F*>
24 Power of Attorney<F*>
27 Financial Data Schedule<F*>
99.1 Annual Report on Form 11-K for the Angelica Corporation
Retirement Savings Plan.<F*>
99.2 Annual Report on Form 11-K for the Angelica Corporation
Collinwood 401(k) Plan.<F*>
99.3 Annual Report on Form 11-K for the Angelica Corporation
Savannah 401(k) Plan.<F*>
99.4 Annual Report on Form 11-K for the Angelica Corporation
Missouri Plants 401(k) Plan.<F*>
99.5 Annual Report on Form 11-K for the Angelica Corporation Tax
Credit Employee Stock Ownership Plan ("PAYSOP Plan").<F*>
</TABLE>
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.
-17-
<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
May 24, 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 9
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 10
ARTICLE IV: COMMITTEES
Section 4:1 Executive Committee 10
Section 4:2 Meetings of Executive Committee 10
Section 4:3 Emergency Management Committee 11
Section 4:4 Other Committees 11
<PAGE> 3
<CAPTION>
PAGE
<S> <C>
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 15
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 17
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 19
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 a date set by the
Board of Directors, provided that such date shall be either on the same day or
a date subsequent to the Annual Meeting of Shareholders, and shall be held 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.
8
<PAGE> 12
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 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.
9
<PAGE> 13
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 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.
10
<PAGE> 14
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 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
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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
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.
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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
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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.
(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.
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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,
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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 (iii) to sign a consent to action in lieu of any such meeting or
adjournment.
Absence, Disability or Death - Elected Officers.
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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.
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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.
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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.
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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.
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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.
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Execution of Instruments.
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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; 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
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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.
Numbers and Data on Certificate.
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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.
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Regulations for Transfer.
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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 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.
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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
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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 the books of the Company after such date of closing of the
transfer books or such record date fixed as aforesaid.
Dividends.
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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
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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.
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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.
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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 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.
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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
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
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<PAGE> 24
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 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.
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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
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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
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
EXHIBIT 10.1
ANGELICA CORPORATION
1994 PERFORMANCE PLAN
(as amended 1/31/95)
1. PURPOSE. The purpose of this Plan is to encourage certain
employees of Angelica Corporation, and of such subsidiaries of the Corporation
as the Committee administering the Plan designates, to acquire Common Stock of
the Corporation or to receive monetary payments based on the value of such
stock or based upon achieving certain goals on a basis mutually advantageous
to such employees and the Corporation and thus provide an incentive for
continuation of the efforts of employees for the success of the Corporation
and for continuity of employment.
2. ADMINISTRATION. The Plan will be administered by the
Compensation and Organization Committee (the "Committee") of the Board of
Directors of the Corporation consisting of three or more Directors as the
Board may designate from time to time, each of whom is an "outside director"
as that term is defined pursuant to Section 162(m) of the Internal Revenue
Code of 1986, as amended (the Code) and the regulations promulgated thereunder
and none of whom have been eligible to receive a benefit under this Plan for a
period of at least one year prior to appointment or during the period of
appointment. The determinations of the Committee shall be made in accordance
with their judgment as to the best interests of the Corporation and its
stockholders and in accordance with the purpose of the Plan. A majority of
members of the Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members. Any determination
of the Committee under the Plan may be made without notice or meeting of the
Committee, by a writing signed by a majority of the Committee members.
3. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for
issuance under the Plan an aggregate of Five Hundred Thousand (500,000) shares
of Common Stock of the Corporation, which may be authorized but unissued or
treasury shares. Stock underlying outstanding options or Performance Awards
will be counted against the Plan maximum while such options, rights or awards
are outstanding. Shares underlying expired, cancelled or forfeited options,
rights or awards may be added back to the Plan. When the exercise price of
stock options is paid by delivery of shares of Common Stock of the
Corporation, or if the Committee approves the withholding of shares from a
distribution in payment of the exercise price, the number of shares available
for issuance under the Plan shall be reduced by the gross (rather than the
net) number of shares which would have been issued pursuant to such exercise,
regardless of the number of shares surrendered or withheld in payment.
Notwithstanding any other provisions of this Plan, no individual participant
shall be granted stock options with respect to more than 200,000 shares of
Common Stock of the Corporation during the term of the Plan. Restricted Stock
issued pursuant to the Plan will be counted against the Plan maximum while
outstanding even while subject to restrictions. Shares of Restricted Stock
may not be added back to the Plan if such Restricted Stock is forfeited.
4. PARTICIPANTS AND PERMISSIBLE TRANSFEREES.
(a) Participants will consist of such officers and key employees
of the Corporation or any designated subsidiary as the Committee in its sole
discretion determines have an important impact on the success and future
growth and profitability of the Corporation. Designation of a participant in
any year shall not require the Committee to designate such person to receive a
benefit in any other year or to receive the same type or amount of benefit as
granted to the participant in any other year or as granted to any other
participant in any year. The Committee shall consider such
<PAGE> 2
factors as it deems pertinent in selecting participants and in determining the
type and amount of their respective benefits.
(b) A permissible transferee is a person or entity, other than a
participant, to whom a Nonqualified Option, Restricted Stock or Performance
Award is transferred as provided in Sections 7, 8(f) or 9(c). The only
permissible transferees are (i) one or more members of the participant's
family, (ii) one or more trusts for the benefit of the participant and/or one
or more members of the participant's family, or (iii) one or more partnerships
(general or limited), corporations, limited liability companies or other
entities in which the aggregate interests of the participant and members of
the participant's family exceed 80 percent (80%) of all interests. For this
purpose, the participant's family includes only the participant's spouse,
children and grandchildren.
5. TYPES OF BENEFITS. The following benefits may be granted
under the Plan: (a) Incentive Stock Options, (b) Nonqualified Stock Options;
(c) Restricted Stock; and (d) Performance Awards; all as described below.
6. INCENTIVE STOCK OPTIONS: Incentive Stock Options shall
consist of stock options to purchase shares of Common Stock at purchase prices
not less than 100% of the fair market value of the shares on the date the
option is granted. Said purchase price may be paid (i) by check or, in the
discretion of the Committee, either (ii) by the delivery of shares of Common
Stock of the Corporation then owned by the participant or (iii) by directing
the Company to withhold from the number of shares of Common Stock otherwise
issuable upon exercise of the option that number of shares of Common Stock
having an aggregate fair market value on the date of exercise equal to the
exercise price for all of the shares of Common Stock subject to such exercise,
or (iv) by a combination of any of the foregoing, in the manner provided in
the option agreement. Incentive Stock Options will be exercisable not earlier
than six months and not later than ten years after the date they are granted
and will terminate not later than three months after termination of employment
for any reason other than death or disability. In the event termination of
employment occurs as a result of death or disability, such an option will be
exercisable for 12 months after such termination. If the optionee dies within
12 months after termination of employment by disability, then the period of
exercise following death shall be the remainder of the 12-month period, or
three months, whichever is longer. If the optionee dies within three months
after termination of employment for any other reason, then the period of
exercise following death shall be three months. However, in no event shall
any Incentive Stock Option be exercised more than ten years after its grant.
Leaves of absence granted by the Corporation for military service, illness,
and transfers of employment between the Corporation and any subsidiary thereof
shall not constitute termination of employment. The aggregate fair market
value (determined as of the time an option is granted) of the stock with
respect to which an Incentive Stock Option is exercisable for the first time
during any calendar year (under all option plans of the Corporation and its
subsidiary corporations) shall not exceed $100,000.
7. NONQUALIFIED STOCK OPTIONS. Nonqualified Stock Options shall
consist of nonqualified stock options to purchase shares of Common Stock at
purchase prices not less than 100% of the fair market value of the shares on
the date the option is granted. Said purchase price may be paid (i) by check
or, in the discretion of the Committee, either (ii) by the delivery of shares
of Common Stock of the Corporation then owned by the participant or
permissible transferee or (iii) by directing the Company to withhold from the
number of shares of Common Stock otherwise issuable upon exercise of the
option that number of shares of Common Stock having an aggregate fair market
- 2 -
<PAGE> 3
value on the date of exercise equal to the exercise price for all of the
shares of Common Stock subject to such exercise, or (iv) by a combination of
any of the foregoing, in the manner provided in the option agreement.
Nonqualified Stock Options will be exercisable not earlier than six months and
not later than ten years after the date they are granted and will terminate
not later than three months after termination of employment of the participant
for any reason other than death, retirement or disability. In the event
termination of employment of the participant occurs as a result of death,
retirement or disability, such an option will be exercisable for 12 months
after such termination. If the participant dies within 12 months after
termination of employment by retirement or disability, then the period of
exercise following death shall be three months. However, in no event shall
any option be exercised more than ten years after its initial grant. Leaves
of absence granted by the Corporation for military service, illness, and
transfers of employment between the Corporation and any subsidiary thereof
shall not constitute termination of employment. The Committee shall have the
right to determine at the time the option is granted whether shares issued
upon exercise of a Nonqualified Stock Option shall be subject to restrictions,
and if so, the nature of the restrictions. Subject to the provisions of this
Section 7, a participant may at any time before the earlier of his or her
death or the date when a Nonqualified Option is exercised, direct that all or
any portion of the option granted or to be granted pursuant to this Section 7
be granted or regranted in the name of one or more permissible transferees.
Such direction shall be effective only to the extent that the Corporation
receives written notice from the participant, before his or her death,
advising of such a direction, the name or other identifying information
concerning the permissible transferee or transferees, and the number of shares
to which such direction relates. If an option is issued in the name of a
permissible transferee, such permissible transferee shall have, with respect
to such option, all of the rights, privileges and obligations which would
attach thereunder to the optionee if the option were issued to such
participant.
8. RESTRICTED STOCK. Restricted Stock shall consist of Common
Stock of the Corporation issued or transferred under the Plan (other than upon
exercise of Stock Options or as Performance Awards) at any purchase price less
than the fair market value thereof on the date of issuance or transfer, or as
a bonus. In the case of any Restricted Stock:
(a) The purchase price, if any, will be determined by the
Committee.
(b) Restricted Stock may be subject to (i) restrictions on the
sale or other disposition thereof, provided, however, that Restricted Stock
granted to a person who is subject to Section 16 of the Securities Exchange
Act of 1934 (a "Reporting Person") shall, in addition to any other
restrictions thereon, not be sold or disposed of for six (6) months following
the date of grant; (ii) rights of the Corporation to reacquire such Restricted
Stock at the purchase price, if any, originally paid therefor upon termination
of the employee's employment within specified periods; (iii) representation by
the employee or permissible transferee that he or she intends to acquire
Restricted Stock for investment and not for resale; and (iv) such other
restrictions, conditions and terms as the Committee deems appropriate.
(c) The participant or permissible transferee shall be entitled
to all dividends paid with respect to Restricted Stock during the period of
restriction and shall not be required to return any such dividends to the
Corporation in the event of the forfeiture of the Restricted Stock.
(d) The participant or permissible transferee shall be entitled
to vote the Restricted Stock during the period of restriction.
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<PAGE> 4
(e) The Committee shall determine whether Restricted Stock is to
be delivered to the participant or permissible transferee with an appropriate
legend imprinted on the certificate or if the shares are to be deposited in
escrow pending removal of the restrictions.
(f) Subject to the provisions of this Section 8(f), a participant
may at any time before the earlier of his or her death or the date when all
restrictions on Restricted Stock are removed, direct that one or more shares
of Restricted Stock granted or to be granted pursuant to this Section 8 be
granted or regranted in the name of one or more permissible transferees. Such
direction shall be effective only to the extent that the Corporation receives
written notice from the participant, before his or her death or the removal of
the restrictions, as the case may be, advising of such a direction, the name
or other identifying information concerning the permissible transferee or
transferees, and the number of shares of Restricted Stock to which such
direction relates. If Restricted Stock is issued in the name of a permissible
transferee, such permissible transferee shall have, with respect to such
Restricted Stock, all of the rights, privileges and obligations which would
attach thereunder to the participant if the Restricted Stock were issued to
such participant.
9. PERFORMANCE AWARDS.
(a) Performance Awards shall consist of Common Stock of the
Corporation, monetary units or some combination thereof, to be issued without
any payment therefor, in the event that certain performance goals established
by the Committee are achieved over a period of time designated by the
Committee, but not in any event more than five years. The goals established
by the Committee may include return on average total capital employed,
earnings per share, return on stockholders' equity and such other goals as may
be established by the Committee. In the event the minimum Corporate goal is
not achieved at the conclusion of the period, no payment shall be made to the
participant or permissible transferee. Actual payment of the award earned
shall be in cash or in Common Stock of the Corporation or in a combination of
both, as the Committee in its sole discretion determines. If Common Stock of
the Corporation is used, the participant or permissible transferee shall not
have the right to vote and receive dividends until the goals are achieved and
the actual shares are issued. In the event a Reporting Person receives a
Performance Award which includes Common Stock of the Corporation, such stock
shall not be sold or disposed of for six (6) months following the date of
issuance pursuant to such award. In the event of a cash payment, the number
of shares reserved for issuance hereunder shall be reduced as if shares had
been issued.
(b) The Committee is expressly authorized to include under this
Section 9 and to pay under this Plan that portion of any award earned under
any separate management incentive award program (or similar program) of the
Corporation or any subsidiary thereof which is to be paid or distributed to
participants thereunder in Common Stock of the Corporation. If and to the
extent that the Committee exercises its authority to include and pay such
awards under this Plan, the designation of the incentive award program as
covered by this Plan shall be sufficient to include the participants under
such award program as participants in this Plan, but such participants may not
receive any other benefits or distributions under this Plan unless they are
separately designated as participants hereunder with specific additional
rights to benefits described only in this Plan. Reporting Persons who receive
payment under this Section 9 shall be subject to the provisions of this Plan
applicable to awards to Reporting Persons.
(c) Subject to the provisions of this Section 9(c), a participant
may at any time before the earliest of his or her death, the date on which the
goals established for a Performance Award are met, or the expiration of a
Performance Award, direct that all or any portion of the
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<PAGE> 5
Performance Award granted or to be granted pursuant to Section 9(a) (but not
pursuant to Section 9(b)) be granted or regranted in the name of one or more
permissible transferees. Such direction shall be effective only to the extent
that the Corporation receives written notice from the participant, before the
earliest of the dates described in the preceding sentence, advising of such a
direction, the name or other identifying information concerning the
permissible transferee or transferees, and the number and description of the
awards to which such direction relates. If a Performance Award is issued in
the name of a permissible transferee, such permissible transferee shall have,
with respect to such Performance Award, all of the rights, privileges and
obligations which would attach thereunder to the participant if the
Performance Award were issued to such participant.
10. ADJUSTMENT PROVISIONS.
(a) If the Corporation shall at any time change the number of
issued shares of Common Stock without new consideration to the Corporation
(such as by stock dividends or stock splits), the total number of shares
reserved for issuance under this Plan, the maximum number of shares available
to a particular participant or permissible transferee, and the number of
shares covered by each outstanding benefit, shall be adjusted so that the
aggregate consideration payable to the Corporation, if any, and the value of
each such benefit shall not be changed. Benefits may also contain provisions
for their continuation or for other equitable adjustments after changes in the
Common Stock resulting from reorganization, sale, merger, consolidation,
issuance of stock rights or warrants, or similar occurrence.
(b) Notwithstanding any other provision of this Plan, and without
affecting the number of shares reserved or available hereunder, the Board of
Directors may authorize the issuance or assumption of benefits in connection
with any merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate.
(c) The six month holding periods in Sections 6 and 7 above shall
not apply in the event that more than 20% of the Corporation's Common Stock,
business, or assets are purchased or acquired by any person, firm,
corporation, or group acting in concert and without agreement of the
Corporation's Board of Directors. In such event, any such option or right
shall be deemed exercisable upon grant and with no waiting period.
11. NONTRANSFERABILITY. Each benefit granted under the Plan to
an employee shall not be transferable, to other than a permissible transferee,
otherwise than by will or the laws of descent and distribution or pursuant to
a Qualified Domestic Relations Order (as defined in Section 206(d)(3) of the
Employee Retirement Income Security Act of 1974, as amended, and the rules
promulgated thereunder), and shall be exercisable, during the participant's
lifetime, only by the participant or a permissible transferee. In the event
of the death of a participant, exercise or payment shall be made only:
(a) By or to a permissible transferee, the executor or
administrator of the estate of the deceased participant or the person or
persons to whom the deceased participant's rights under the benefit shall pass
by will or the laws of descent and distribution; and
(b) To the extent that the deceased participant was entitled
thereto at the date of his death.
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<PAGE> 6
12. TAXES. The Corporation shall be entitled to withhold the
amount of any tax attributable to any amounts payable or shares deliverable
under the Plan after giving the person entitled to receive such payment or
delivery notice as far in advance as practicable, and the Corporation may
defer making payment or delivery as to any benefit if any such tax is payable
until indemnified to its satisfaction. The person entitled to any such
delivery may, by notice to the Corporation at the time the requirement for
such delivery is first established, elect to have such withholding satisfied
by a reduction of the number of shares otherwise so deliverable, such
reduction to be calculated based on a closing market price on the date of such
notice.
13. TENURE. A participant's right, if any, to continue to serve
the Corporation and its subsidiaries as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.
14. DURATION, INTERPRETATION, AMENDMENT AND TERMINATION. No
benefit shall be granted more than ten years after the date of adoption of
this Plan; provided, however, that the terms and conditions applicable to any
benefit granted within such period may thereafter be amended or modified by
mutual agreement between the Corporation and the participant or such other
person as may then have an interest therein. Also, by mutual agreement
between the Corporation and a participant or permissible transferee hereunder,
Stock Options or other benefits may be granted to such participant or
permissible transferee in substitution and exchange for, and in cancellation
of, any benefits previously granted such participant or permissible transferee
under this Plan. To the extent that any Stock Options or other benefits which
may be granted within the terms of the Plan would qualify under present or
future laws for tax treatment that is beneficial to a recipient, then any such
beneficial treatment shall be considered within the intent, purpose and
operational purview of the Plan and the discretion of the Committee, and to
the extent that any such Stock Options or other benefits would so qualify
within the terms of the Plan, the Committee shall have full and complete
authority to grant Stock Options or other benefits that so qualify (including
the authority to grant, simultaneously or otherwise, Stock Options or other
benefits which do not so qualify) and to prescribe the terms and conditions
(which need not be identical as among recipients) in respect to the grant or
exercise of any such Stock Option or other benefits under the Plan. The Board
of Directors may amend the Plan from time to time or terminate the Plan at any
time. However, no action authorized by this paragraph shall reduce the amount
of any existing benefit or change the terms and conditions thereof without the
participant's or permissible transferee's consent. No amendment of the Plan
shall, without approval of the stockholders of the Corporation (a) increase
the total number of shares which may be issued under the Plan or increase the
amount or type of benefits that may be granted under the Plan; (b) change the
minimum purchase price, if any, of shares of Common Stock which may be made
subject to benefits under the Plan; or (c) modify the requirements as to
eligibility for benefits under the Plan.
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<PAGE> 1
EXHIBIT 10.2
RETIREMENT BENEFIT AGREEMENT
-----------------------------
This Agreement made this 25th day of August, 1987 by and between
Angelica Corporation, a Missouri corporation (hereinafter called "Company")
and Alan D. Wilson (hereinafter called "Employee").
WHEREAS, the Employee is employed as Assistant to the President of
Angelica Healthcare Services Group, Inc.
WHEREAS, the Company desires to encourage Employee to continue his
employment with the Company or such other affiliates of the Company, as
appropriate.
NOW, THEREFORE, it is agreed as follows:
1. In consideration of Employee's commencement of employment with the
Company, and for his performance and observance of his covenants and
agreements contained herein:
(a) The Company will pay Employee a Special Retirement Sum of
$1,000,000, less the amount actually payable (on an actuarially equivalent
basis if appropriate) to Employee by the Company or its affiliates then or
thereafter under any other retirement or deferred compensation plan or
contract in accordance with the terms thereof.
(b) Such sum shall be payable in 120 equal, consecutive monthly
installments commencing the first day of the month coincident with or
immediately following Employee's retirement on or after his sixty-fifth (65th)
birthday, until such sum has been paid in full.
(c) In the event of Employee's death prior to age 65, the Company
will pay to Employee's designated beneficiaries survivor benefits in the sum
of $650,000 payable in 120 equal, consecutive monthly installments, commencing
the first day of the month immediately following Employee's death, less any
amounts payable (or an actuarially equivalent basis if appropriate) to
Employee or Employee's designated beneficiaries by the Company or its
affiliates then or thereafter under any retirement or deferred compensation
plan or contract in accordance with the terms thereof. Such offset shall be
incurred notwithstanding that the designated beneficiaries may be different
from the designated beneficiaries set out in such other retirement or deferred
compensation plans.
(d) In the event of Employee's death after the commencement of
Special Retirement Benefits, all remaining Special Retirement Benefit payments
due hereunder to Employee shall be made to Employee's designated
beneficiaries.
<PAGE> 2
(e) Employee's right to the Special Retirement Benefits set out
herein shall vest at the rate of 6% a year for each of the first ten years of
employment and 4% a year for each year of employment for the next ten years
provided, however, that Employee shall be 100% vested in the Special
Retirement Benefits if he attains age 65 and has been continuously employed by
the Company since the date of this Agreement. In the event Employee's
employment is terminated for any reason other than death or disability, the
benefits payable hereunder shall be an amount equal to the Special Retirement
Benefits, or survivor benefits, if applicable, multiplied by the vested
percentage amount. All benefits shall be payable on the same payment schedule
as set out in paragraphs b and c.
(f) In the event Employee becomes totally and presumably
permanently disabled while still employed by the Company or the Company prior
to the commencement of Special Retirement Benefits, Employee shall be entitled
to receive, upon reaching age 65, the Special Retirement Benefits he would
have received had he continued to be actively and continuously employed by the
Company until attaining age 65. In the event the Employee dies after becoming
disabled, but before he starts to receive Special Retirement Benefits, the
Employee's designated beneficiary shall receive the survivor benefits set out
in paragraph 1(c).
For the purposes hereunder, Employee shall be considered to
be totally and presumably permanently disabled if he is unable to perform the
duties of his position because of a physical or mental impairment which can be
expected to result in death or to be a long continued or indefinite duration,
as conclusively determined by a competent doctor selected by the Employee (and
approved by the Company), who shall certify the results of his examination to
the Company. The Company may require Employee, if he has not reached age 65,
to be re-examined from time to time, not more frequently than once each
calendar year, to determine whether the Employee has recovered from
disability.
If the Employee recovers from disability prior to age 65, and
the employee is reemployed by the Company, Employee shall be treated, for
purposes of this Agreement, as if he had been continuously and actively
employed by the Company during the period of disability. If the Employee
recovers from disability prior to age 65 and is not reemployed by the Company,
Employee shall be treated for purposes of this Agreement, as if he had been
continuously and actively employed during the period of disability, such
employment terminating upon recovery from disability.
(g) All payments made hereunder shall be subject to all
deductions for taxes or like obligations required by law.
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<PAGE> 3
2. So long as any sum or benefit is being provided Employee
hereunder, Employee:
(a) shall not, either for himself or on behalf of any person,
firm or corporation (whether for profit or otherwise) engage in any form of
competition with the Company, directly or indirectly, through any commercial
venture, as employee, consultant, salesman, advisor, shareholder (provided,
however, nothing shall prevent Employee from investing in the capital stock or
other equity securities of any corporation the stock or securities of which
are publicly owned or are regularly traded on any public exchange), venturer,
partner, or otherwise within any state where to Company is doing business at
the time of his termination, in a type of textile rental and/or laundry
business which the Company conducts within that state.
(b) will neither lend nor advance money, or extend credit to any
competitor of the Company or its affiliated companies or directly or
indirectly for Employee or on behalf of any other person, firm or corporation,
solicit or attempt to solicit the business or patronage of any person, firm or
corporation with whom Employee had business relations on the Company's behalf;
(c) will not hire, engage suggest or assist in or influence the
engagement or hiring by any competing organization of any salesperson,
distributor, contractor, or employee of the Company nor will he encourage or
induce in any way any other employee, salesman, distributor, source or
contractor of the Company to sever its relationship with, or commit any act
inimical to the best interest of the Company.
If the Board of Directors of Angelica Corporation determines
that Employee has (or may have) violated any of the above agreements, (i) all
payments to Employee, or to Employee's beneficiaries, under this Agreement
shall immediately cease and (ii) the Company and Employee recognizing that
Employee's employment with the Company has been, by virtue of Employee's
abilities, knowledge and training, unique and extraordinary, in the event of
Employee's breach of the provisions of the Agreement, Company shall be
entitled to injunctive or equitable relief in addition to all other remedies
available to it, since its remedy at law would be inadequate. Such Board
shall not make such a determination without first having offered Employee an
opportunity to be heard concerning the alleged default.
3. For all purposes of this Agreement, the term "Company" includes
Angelica Corporation and all subsidiaries and affiliates thereof.
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<PAGE> 4
4. If within one year from the effective date of this Agreement, the
Employee dies by suicide (as determined by the Company's Life Insurance
carrier) then no payment at all shall be payable under this Agreement.
Further, if within two years from the effective date of this Agreement the
Employee dies and the Company's life insurance carrier rescinds, modifies or
denies claim of any life policy issued by it in conjunction with the Company's
death benefit, based on material misrepresentation in the application for any
such life insurance by employee, then the death benefits hereunder will be
accordingly adjusted.
5. In the event the Company shall elect to purchase a life insurance
contract or contracts on the life of the Employee, the Company shall at all
times be the sole and complete owner of such life insurance contract or
contracts and the sole beneficiary thereof, and shall have the full and
unrestricted right to use or exercise all values, privileges and options
available thereunder as it may desire, without the knowledge or consent of any
other person or persons, it being expressly understood and agreed that
notwithstanding any of the terms, provisions or conditions of this Agreement,
neither the Employee nor any other person, persons, executors or
administrators shall have the right, title or interest whatsoever in or to any
such life insurance contract or contracts.
6. Neither the Employee, Employee's beneficiary(ies) nor any other
person claiming through or under him shall have any right to commute,
encumber, or dispose of the right to receive payments hereunder, all of which
payments and the right thereto are expressly declared to be nonassignable; and
in the event of any attempted assignment or other disposition, the Company
shall have no further liability hereunder. This paragraph shall not restrict
a beneficiary's exercise of a power of appointment conferred upon such
beneficiary by the Employee's beneficiary designation.
7. This Agreement shall be binding on and inure to the benefit of any
successor of the Company, including but not limited to, any person, firm,
corporation or other business entity which at any time, whether by merger,
purchase, or otherwise acquires all or substantially all of the assets or
business of the Company.
8. Company agrees to reimburse Employee for any attorneys fees or
cost of collection incurred to enforce payment under the terms of this
Agreement.
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<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Agreement at St.
Louis, Missouri, on the date first above written.
ANGELICA CORPORATION
By: /s/ Earl F. Neely
------------------------------
Earl F. Neely, President
"Company"
/s/ Alan D. Wilson
---------------------------
Alan D. Wilson
"Employee"
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<PAGE> 1
EXHIBIT 10.7
ANGELICA CORPORATION STOCK OPTION PLAN
(As amended November 29, 1994)
SECTION 1. ESTABLISHMENT AND PURPOSE.
Angelica Corporation hereby establishes an incentive and non-qualified
stock option plan to be named the Angelica Corporation Stock Option Plan, for
officers, directors (other than Committee members as described herein), and
key employees of the Company and its subsidiaries. The purpose of the Plan is
(1) to induce officers, directors (other than such Committee members), and key
employees of the Company and its subsidiaries who are in a position to
contribute materially to the prosperity thereof to remain with the Company or
its subsidiaries, to offer them incentives and rewards in recognition of their
contributions to the Company's progress, and to encourage them to continue to
promote the best interests of the Company and its subsidiaries, and (2) to aid
the Company and its subsidiaries in competing with other enterprises for the
services of new officers, directors, and key personnel needed to help insure
the Company's continued progress.
SECTION 2. DEFINITIONS.
(a) "Act" means the Securities Exchange Act of 1934, as amended from
time to time.
(b) "Additional Authority" means the additional 400,000 shares
authorized for issuance by the amendment to the Plan adopted by the Board of
Directors on January 26, 1988.
(c) "Authority" means the Initial Authority or the Additional
Authority.
(d) "Board of Directors" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code as in effect from time to
time.
(f) "Cash Feature" means the feature, granted by the Committee
pursuant to Section 8(a) below in connection with an SAR, allowing the
Optionee or Permissible Transferee to receive, in connection with the exercise
of such SAR, an amount of cash determined and paid in accordance with Section
8(c) of the Plan and the determination of the Committee pursuant to Section 3
below.
(g) "Cash Percentage" means that percentage from zero to 100%
determined from time to time by the Committee pursuant to Sections 3 and 8
below.
(h) "Committee" means the Compensation and Organization Committee
referred to in Section 3 hereof.
(i) "Company" means Angelica Corporation, a corporation organized and
existing under the laws of the State of Missouri.
Angelica
12/19/94 Stock Option Plan
<PAGE> 2
(j) "Fair Market Value", for all purposes hereunder, shall be the mean
between the highest and lowest selling prices of the Company's common stock on
the New York Stock Exchange-Composite Tape on the appropriate valuation date.
(k) "Initial Authority" means the 375,000 shares (reflecting an
adjustment for the three-for-two split effected on April 8, 1983) originally
authorized for issuance upon adoption of the Plan by the Board of Directors on
February 23, 1982.
(l) "Incentive Stock Option" means an option to purchase Stock granted
pursuant to the Plan which is designated by the Committee as an Incentive
Stock Option and which is intended to qualify as an "incentive stock option"
under Section 422 of the Code.
(m) "Non-Qualified Stock Option" means an option to purchase Stock
granted pursuant to the Plan which is designated by the Committee as a
Non-Qualified Stock Option.
(n) "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.
(o) "Optionee" means the person to whom an Option is granted.
(p) "Option Agreement" means an Incentive Stock Option Agreement or a
Non-Qualified Stock Option Agreement, as applicable. The terms "Incentive
Stock Option Agreement" and "Non-Qualified Stock Option Agreement" have the
meanings given them in the second paragraph of Section 7.
(q) "Plan" means the Angelica Corporation Stock Option Plan.
(r) "Permissible Transferee" means a person or entity, other than an
initial Optionee, to whom a Non-Qualified Option or SAR is transferred as
provided in Sections 6(b) or 8(b). The only Permissible Transferees are (i)
one or more members of the Optionee's family, (ii) one or more trusts for the
benefit of the Optionee and/or one or more members of the Optionee's family,
or (iii) one or more partnerships (general or limited), corporations, limited
liability companies or other entities in which the aggregate interests of the
Optionee and members of the Optionee's family exceed eighty percent (80%) of
all interests. For this purpose, the Optionee's family includes only the
Optionee's spouse, children and grandchildren.
(s) "Post-Death Representative(s)" means the executor(s) or
administrator(s) of the Optionee's or Permissible Transferee's estate or the
person or persons to whom the Optionee's or Permissible Transferee's rights
under his or her Option pass by Optionee's or Permissible Transferee's will or
the laws of descent and distribution.
(t) "Reporting Person" means an Optionee or Permissible Transferee who
is required to file statements relating to this or her beneficial ownership of
Stock with the Securities and Exchange Commission pursuant to Section 16(a) of
the Act.
(u) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Act, as amended from time to time.
Angelica
12/19/94 - 2 - Stock Option Plan
<PAGE> 3
(v) "SAR" means an alternative stock appreciation right, granted in
conjunction with the grant of a Non-Qualified Stock Option pursuant to the
Plan, to receive Stock having a value on the date such right is exercised
equal to the excess of (i) the Fair Market Value of one share of Stock on the
SAR's exercise date over (ii) the SAR's base price (as determined under
Section 8(c)(2) below).
(w) "Spread," when used in connection with SARs having the same base
price (as determined under Section 8(c)(2) below), means (i) the difference
obtained by subtracting the base price of such SARs from the Fair Market Value
of a share of Stock on the exercise date of such SARs, multiplied by (ii) the
number of such SARs being exercised.
(x) "Stock" means authorized and unissued shares of common stock of
the Company or reacquired shares of the Company's common stock held in its
Treasury.
(y) "Subsidiary" means a "subsidiary corporation" as defined in
Section 424 of the Code.
(z) "Ten Percent Shareholder" means any individual who at the time an
option is granted owns directly or indirectly stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or
any subsidiary, taking into account the provisions of Section 424(d) of the
Code.
(aa) "Transferee Corporation" means a corporation, or a parent or
subsidiary corporation of such corporation, issuing or assuming an Option
granted hereunder in a transaction to which Section 424(a) of the Code
applies.
(ab) "Window Period" means the period as defined from time to time in
paragraphs (e)(3)(iii) and (e)(1)(ii) of Rule 16b-3, or the corresponding
paragraphs of any successor to Rule 16b-3.
(ac) Generally, terms used herein shall have the meanings which they
have under Section 422 of the Code and Regulations thereunder and, except to
the extent contrary to such Section or Regulations in connection with
Incentive Stock Options, under Rule 16b-3.
SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by the Compensation and
Organization Committee, which shall consist of three or more disinterested
persons, each of whom meets each of the following requirements: (i) at the
time of appointment and during his or her service on the Committee, the person
shall be a director of the Company; and (ii) within one year prior to
appointment, at the time of appointment, and during his or her service on the
Committee, the person shall be ineligible for selection to receive Stock,
Options, or SARs under the Plan (as provided in Section 5 below) or under any
other plan of the Company other than the Angelica Corporation Non-Employee
Directors Stock Plan. The Board of Directors shall appoint the members of the
Committee and may fill vacancies thereon, however caused; if at any time a
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vacancy cannot be filled without violating clause (i) or (ii) of the preceding
sentence, the Board may waive the requirements of clause (i), but may not
waive clause (ii). The Committee shall select one of its members as Chairman
and shall hold its meetings at such times and places as it may determine. A
majority of the members of the Committee shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the members of the
Committee, shall be deemed the acts of the Committee.
(b) The Committee may adopt, amend, and rescind from time to time such
administrative rules, and may take from time to time such actions, with or
without notice to affected Optionees, as it may deem appropriate to implement
or interpret the provisions of this Plan or to exercise any authority,
discretion or power explicitly or implicitly granted to the Committee under
this Plan, provided that no such rules or actions may be inconsistent with the
provisions of this Plan, Rule 16b-3 (in the case of Optionees affected
thereby), of Section 422 of the Code (in the case of Incentive Stock Options).
(c) The Committee may make rules or take action, pursuant to paragraph
(b) above, by any appropriate means. Without limiting the generality of the
foregoing, the Committee may make rules or take action by resolution adopted
at a meeting or adopted by written consent of the Committee members without a
meeting. Meetings may be attended in person, conducted by conference
telecommunications where each member is able to communicate with each other
member, or conducted using a combination of attendance and conference
telecommunications. The affirmative vote or consent of a simple majority of
all Committee members shall be sufficient to adopt any rule or take any
action.
SECTION 4. TOTAL NUMBER OF SHARES OF STOCK SUBJECT TO THE PLAN.
(a) The maximum number of shares of Stock which may be issued in
connection with Options granted hereunder which are charged against the Initial
Authority (subject to adjustment as provided in Section 12 hereof) shall be
375,000 shares (reflecting an adjustment for the three-for-two stock split
distributed on April 8, 1983) and the maximum number of shares of Stock which
may be issued in connection with Options granted hereunder which are charged
against the Additional Authority (subject to adjustment as provided in Section
12 hereof) shall be 400,000 shares. At any time during the existence of the
Plan there shall be reserved for issuance upon the exercise of Options or SARs
granted under the Plan an amount of Stock (subject to adjustment as provided in
Section 12 hereof) equal to 775,000 shares less the total number of shares
issued pursuant to all such exercises which shall have been made prior to such
time. The Company in its discretion may use reacquired shares held in the
Treasury in lieu of authorized but unissued shares. Unless otherwise specified
by the Committee, an Option shall be deemed to be granted from the Initial
Authority if, at the time of grant, the number of shares available for issuance
from the Initial Authority equals or exceeds the number of shares issuable upon
complete exercise of such Option; otherwise, the Option shall be deemed to be
granted from the Additional Authority. For the purposes of the preceding
sentence, unless otherwise specified by the Committee, Options granted on the
same date shall be deemed granted in order of size, from the least number of
share to the most, and, if any such Options are of equal size,
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such equal Options shall be deemed granted according to the alphabetical order
of the surnames of Optionees receiving the same.
(b) When an Option is granted (with or without SARs), the total number
of shares of Stock issuable upon complete exercise thereof shall be charged
against the maximum number of shares of the Authority from which the Option
was granted. When the Option is exercised, no additional charge shall be made
against such Authority.
(c) If an Option terminates in whole or in part, by expiration or for
any other reason except exercise of such Option or exercise of any related
SAR, the shares previously charged to an Authority upon grant of the Option
shall be restored to such Authority.
(d) If an SAR is exercised, causing the related Non-Qualified Stock
Option to terminate in whole or part as provided in Section 8(b) below, there
shall be restored to the Authority from which the related Option was granted
the excess of:
(i) the shares previously charged to the Authority which
correspond to the terminated portion of the related Option, over
(ii) the number of shares issuable (ignoring the effects of any
Withholding Election filed pursuant to Section 10(b)) upon
exercise of the SAR pursuant to Section 8(c)(6) below, plus the
number of share determined by dividing the amount of cash (if
any) paid upon such exercise pursuant to Section 8(c)(7) by the
Fair Market Value of a share of Stock on the date of such
exercise, rounding any fractional share up or down in the manner
provided in the last sentence of Section 8(c)(6).
(e) In addition to any restoration pursuant to (d) above, if an Option
or SAR is exercised and pursuant to Section 10(b) below the Optionee has filed
with the Company a Withholding Election relating to such Option or SAR, there
shall be restored to the Authority from which such Option, or the Option
related to such SAR, was granted, the number of share withheld or delivered
back pursuant to Section 10(b); such restoration shall occur at the time of
the withholding or delivery back, as applicable.
(f) Any shares restored to an Authority pursuant to (c), (d), or (e)
above shall again be available for issuance under such Authority, for so long
as such Authority continues, as if such shares had never been subject to an
Option.
(g) A termination of all or part of an Option automatically shall
terminate all or a corresponding number of the related SARs granted in
connection with such Option, except when termination of the Option is caused
by the exercise of the related SARs as provided in Section 8(b) below.
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SECTION 5. ELIGIBILITY.
The class of employees eligible to receive Incentive Stock Options under
the plan shall be, as of the grant date, officers and key employees of the
Company or of any parent or subsidiary thereof (not including directors of the
Company or of any parent or subsidiary thereof who are not otherwise officers
or employees of the Company or of any parent or subsidiary thereof or who have
made a declaration of ineligibility (described below) which is in effect at
the time of grant). The persons eligible to receive Non-Qualified Stock
Options and related SARs under the plan shall be, as of the grant date, in
addition to those employees eligible to receive Incentive Stock Options, all
non-employee directors of the Company or any parent or subsidiary thereof
other than (a) members of the Committee, (b) non-employee directors who have
been directors one month or less, and (c) those directors (whether or not
employees) who have made a declaration of ineligibility which is in effect at
the time of grant. Service on the Committee automatically shall render a
person ineligible for selection to receive any Option, SAR, or share of Stock
under the Plan during such service. In addition, any time and from time to
time the Board of Directors may declare a director, or a director may declare
him or herself, ineligible to receive any Option or SAR under the Plan. Any
such declaration of ineligibility shall be irrevocable for the duration
thereof, which shall be not less than thirteen months from the date made, and
shall be reduced to writing, signed by the Secretary (if made by the Board) or
by the ineligible director (if made by the director). If made by the Board, a
copy of the declaration of ineligibility shall be delivered to the ineligible
director by the Secretary. If made by the ineligible director, such
declaration of ineligibility shall be deemed effective from the date submitted
to the Board or Secretary.
SECTION 6. GRANTING OF OPTIONS.
(a) The Committee shall, in its discretion, determine the eligible
persons to be granted Options, the time or times at which Options shall be
granted, the number of shares subject to each Option, whether an Option shall
be an Incentive Stock Option (in which event it shall be so designated) or a
Non-Qualified Stock Option, whether an Option shall have an option price
above, equal to, or, in the case of a Non-Qualified Stock Option, below the
Fair Market Value of a share of Stock on the date such Option is granted (a
Non-Qualified Stock Option having an option price below such Fair Market Value
is referred to herein as a "Below Market Option"), whether a Below Market
Option is to be granted for consideration as described below, whether a Below
Market Option is to be granted for consideration as described below, whether a
Non-Qualified Stock Option shall be accompanied by an SAR, and whether an SAR
shall have a Cash Feature. In its discretion, the Committee may require as a
condition of grant of a Below Market Option that the Optionee pay the Company
an amount of consideration to be determined by the Committee, which
consideration may, but need not, include compensation otherwise payable to the
Optionee by the Company. In making such determinations, the Committee may
take into consideration the value of the services rendered by the respective
individuals, their present and potential contributions to the success of the
Company and any parent or subsidiary, whether any Options have been terminated
voluntarily by the purpose of the Plan. The Company shall grant Options in
accordance with determinations made by the Committee pursuant to the
provisions of the Plan.
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(b) Subject to the provisions of this Section 6(b), an Optionee may at
any time before the earlier of his or her death or the date when a
Non-Qualified Option is exercised, direct that all or any portion of the
Option granted or to be granted pursuant to this Section 6 be granted or
regranted in the name of one or more Permissible Transferees. Such direction
shall be effective only to the extent that Company receives written notice
from the Optionee, before his or her death, advising of such a direction, the
name or other identifying information concerning the Permissible Transferee or
Transferees, and the number of Shares to which such direction relates. If an
Option is issued in the name of a Permissible Transferee, such Permissible
Transferee shall have, with respect to such Option, all of the rights,
privileges and obligations which would attach thereunder to the Optionee if
the Option were issued to such Optionee.
SECTION 7. TERMS OF OPTIONS.
The Committee, in it sole discretion, shall determine on and after what
date or dates Options granted hereunder shall be exercisable and whether any
particular Option shall be exercisable in one or more installments, specifying
the installment dates and the number of share exercisable on and after each
such date, and, within the limits herein provided, shall determine the total
period during which such Option is exercisable. The Committee may, in its
sole discretion, after an Option is granted, accelerate the date or dates on
which such option is exercisable. Further, regarding Non-Qualified Stock
Options, the Committee may include any other provisions which are consistent
with the Plan; regarding Incentive Stock Options, the Committee may include
any other provisions which are consistent with both the Plan and Section 422
of the Code, or which are necessary to qualify the Option's grant under the
provisions of Section 422 of the Code.
Notwithstanding any other provision of the plan, each Option shall be
evidenced either by an Incentive Stock Option Agreement or a Non-Qualified
Stock Option Agreement, as applicable, in such form, not inconsistent with the
Plan, as the Committee shall determine (which may be, but shall not be
required to be, in the forms attached hereto), which shall include the
substance of the following terms and conditions:
(a) The Incentive Stock Option Agreement shall state that the Option
is an "incentive stock option" under Section 422 of the Code, and the
Non-Qualified Stock Option Agreement shall state that the Option is a
Non-Qualified Stock Option.
(b) The option price per Share of Stock covered by an Incentive Stock
Option shall be not less than 100% (or, in the case of an Option granted to a
Ten Percent Shareholder, not less than 110%) of the Fair Market Value on the
date of grant. Except as provided in the next sentence, the option price per
share for a Non-Qualified Stock Option shall be not less than 50% of the Fair
Market Value on the date of grant (or, if more, par value per share). If a
Non-Qualified Stock Option is issued in lieu of salary, bonds, director's fees
or other compensation, the option price may be less than 50% of Fair Market
Value on the date of grant (but not less than par value) provided that the
difference between such Fair Market Value and the option price, multiplied by
the number of Shares covered by the Option, shall not exceed the amount of
compensation in lieu of which the Option is granted.
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<PAGE> 8
(c) An Incentive Stock Option by its terms shall not be transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution and shall be exercisable, during his or her lifetime, only by the
Optionee, and a Non-Qualified Stock Option shall not be transferable by the
Optionee to other than a Permissible Transferee, and shall be exercisable
during the Optionee's lifetime only by the Optionee or a Permissible
Transferee, as applicable.
(d) The Option by its terms shall not be exercisable after the
expiration of ten years (or, if the Optionee is a Ten Percent Shareholder,
five years) from the date such Option is granted.
(e) The Option may be exercised only as follows:
(i) By the Optionee or Permissible Transferee, only if the
Optionee was an employee or director of the Company or
of any parent or subsidiary thereof at all times during the
period beginning on the date of the granting of the Option and
ending on the day three months before the date of such exercise
or, in the case of an Optionee who is disabled (within the
meaning of Section 23(e)(3) of the Code as amended by the Tax
Reform Act of 1986), ending on the day one year before the date
of such exercise; or
(ii) By the Optionee's or Permissible Transferee's Post-Death
Representative only if the Optionee died while he was in the
employ or a director of the Company or any parent, subsidiary or
Transferee Corporation thereof or within three months after the
date he ceased to be an employee or director of any such
corporations or, in the case of an Optionee who is disabled
(within the meaning of Section 23(e)(3) of the Code as amended
by the Tax Reform Act of 1986) within one year after the date he
ceased to be such an employee or director, but the Option
theretofore granted to the Optionee shall be exercisable only
within the eighteen months next succeeding such death, and then
only if and to the extent that the Optionee had been entitled to
exercise the Option at the date of his or her death.
(f) An Incentive Stock Option granted prior to January 1, 1987 may not
be exercised by the Optionee while there is outstanding any "incentive stock
option" within the meaning of Section 422 of the code which was granted before
the granting of such Option to the Optionee to purchase stock in the Company
or in any corporation which (at the time of the granting of such Option) was a
parent or Subsidiary of the Company, or is a predecessor corporation of any of
such corporations. For purposes of this subparagraph, an Option shall be
treated as outstanding until such Option is exercised in full or expires by
reason of lapse of time. No Incentive Stock Option granted on or after
January 1, 1987, and no Non-Qualified Stock Option or SAR, shall be subject to
this subparagraph.
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SECTION 8. STOCK APPRECIATION RIGHTS.
(a) In the discretion of the Committee, SARs may be granted in
connection with any Non-Qualified Stock Option granted under the Plan, but may
not be granted in connection with any Incentive Stock Option. If SARs are
granted to an Optionee, the number of SARs granted with respect to any
particular Option shall equal the number of shares subject to such Option,
unless the Committee expressly determines that a lesser number of SARs shall
be granted with respect to such Option. Each SAR shall be payable in shares
of Stock, provided that, in the sole discretion of the Committee and subject
to the provisions of this Section 8, any SAR may be granted with a Cash
Feature. In addition, an SAR may be granted by the Committee at any time in
connection with a Non-Qualified Stock Option which did not originally provide
for an SAR, and likewise a Cash Feature may be granted any time in connection
with any SAR which did not originally have such Feature, provided in either
case that the Optionee executes an amendment to his or her Stock Option
Agreement reflecting the SAR or Cash Feature within 30 days after such
amendment is mailed to him or her by the Company.
(b) If an Optionee who has been granted an SAR in connection with a
Non-Qualified Stock Option directs pursuant to Section 6(b) that part or all
of the Option be granted or regranted in the name of a Permissible Transferee,
a SAR with respect to the corresponding number of shares shall also be granted
or regranted to the same Permissible Transferee, but an SAR may not be granted
or regranted to a Permissible Transferee other than in conjunction with a
grant or regrant of a Non-Qualified Option. If an SAR is issued in the name
of a Permissible Transferee, such Permissible Transferee shall have, with
respect to such SAR, all of the rights, privileges and obligations which would
attach thereunder to the Optionee if the SAR were issued to such Optionee.
(c) Upon exercise of SARs, the related Option or portion thereof shall
terminate automatically.
(d) An SAR shall be subject to the following terms and conditions:
(i) An SAR shall be exercisable by the Optionee or Permissible
Transferee only at such time or times and to the extent, but
only to the extent, that the related Option shall be
exercisable.
(ii) The base price of an SAR shall be the option price per share
of the related Option.
(iii) The SAR by its terms shall be transferable only with its
related Option; no SAR may be detached from its related Option.
(iv) If SARs which have a Cash Feature are exercised by a
Reporting Person outside of a Window Period, they shall be
payable solely in Stock.
(v) If SARs which have a Cash Feature ("Cash Feature SARs") are
exercised (the "Current Exercise") by a Reporting Person within
a Window Period,
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<PAGE> 10
or by any other Optionee or Permissible Transferee at any time,
the Optionee or Permissible Transferee shall be paid in cash for
that number of Cash Feature SARs equal to the Cash Percentage in
effect on the date of exercise times the number of Cash Feature
SARs being exercised in the Current exercise. Any remaining
Cash Feature SARs being exercised in the Current Exercise shall
be paid in Stock.
(vi) If, upon exercise, SARs are payable in Stock under the above
subparagraphs, the Optionee or Permissible Transferee shall be
entitled to receive the number of shares of Stock determined by
dividing
(A) the aggregate Spread on the SARs payable in Stock by
(B) the Fair Market Value of a share of Stock on the
exercise date of the SARs.
If the resulting number of share so obtained includes a fraction
of one-half or more, the number shall be raised to the next
higher whole number, but if the fraction is less than one-half,
the fraction shall be disregarded.
(vii) If, upon exercise, Sars are payable in cash under the above
subparagraphs, the Optionee or Permissible Transferee shall
receive cash equal to the aggregate Spread on those SARs
payable in cash.
(viii) Notwithstanding any other provision of this Plan, SARs which
have a Cash Feature and Options related to such SARs shall
not be exercised during the first six months of their
respective terms, except that this limitation shall not apply
in the event death or disability of the Optionee occurs prior
to the expiration of the six-month period.
(ix) If SARs held by a Reporting Person have a Cash Feature, the
Options to which such SARs relate shall not be exercisable
during a Window Period, unless the Cash Percentage then in
effect is zero.
(e) The Committee is authorized to determine and change the Cash
Percentage from time to time in its sole discretion.
(f) Any attempted exercise of any SAR by an Optionee or Permissible
Transferee in contravention of this Section 8 or the Committee's rules
authorized hereunder or (in the case of Reporting Person) Rule 16b-3 shall be
null and void. No Optionee or Permissible Transferee shall have any vested or
enforceable interest in any Cash Feature or any Committee rules relating
thereto.
(g) In connection with Optionees who are Reporting Persons, this
Section 8 and the other provisions in this Plan relating to SARs shall be
interpreted and applied so as to conform with the requirements and limitations
of Rule 16b-3, as amended from time to time. Any
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<PAGE> 11
amendment to or new interpretation of Rule 16b-3 which creates or makes more
restrictive one or more limitations shall automatically, upon becoming
effective, apply to exercises of SARs by Reporting Persons, whether or not this
Section 8 or such other provisions are formally amended and conformed to Rule
16b-3 at that time. Any amendment to or new interpretation of Rule 16b-3 which
eliminates or relaxes any such limitations shall apply to such exercises only
after this Section 8 or such other provisions are formally amended, provided
that any such amendment hereof may be applied retroactively to the date of any
such amendment to Rule 16b-3. As used in this paragraph, the term
"interpretation" refers to an official interpretation of the Securities and
Exchange Commission or its staff or any court of competent jurisdiction.
SECTION 9. AGREEMENT TO SERVE.
Each Optionee who is an employee shall agree that he or she will remain
in the service of the Company or a parent or subsidiary of the Company for at
least two years from the date of grant to him or her of an Option, at the
pleasure of the Board of Directors and at such compensation as the Board of
Directors or any Committee thereof or the appropriate officers of the Company
shall determine from time to time. Each Optionee who is a director of the
Company or any subsidiary and also is not an employee shall agree that he or
she will not voluntarily resign his or her position as director for at least
two years from the date of grant to him or her of an Option. If any Optionee
voluntarily terminates such employment or directorship (respectively) prior to
the expiration of said two year period in violation of the foregoing
provisions of this Section 9, or if at any time the Optionee is dismissed from
such employment for any reason or is removed from office as a director for
cause (respectively), such Option (and any other Option or Options held by him
or her under the Plan) to the extent not theretofore exercised shall forthwith
terminate.
SECTION 10. EXERCISE OF OPTIONS.
(a) An Option shall be exercisable only (1) upon payment to the
Company on the exercise date of cash in the full amount of the option price of
the shares with respect to which the Option is exercised, or (2) upon delivery
to the Company on the exercise date of certificates representing share of
Stock, owned by the Optionee or Permissible Transferee and registered in the
Optionee's or Permissible Transferee's name, having a Fair Market Value, on
the date of such exercise and delivery, equal to the full amount of the
purchase price of the shares with respect to which the Option is exercised, or
(3) a combination of (1) and (2). The use of previously owned shares of Stock
(including shares acquired pursuant to the exercise of an Option) to pay for
share of Stock upon exercise of an Incentive Stock Option shall be permitted
not more frequently than annually and only if the shares of Stock used for
payment have been held by the Optionee or Permissible Transferee for more than
one year, except that in the event of
(i) the death of an Optionee, or
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(ii) in the case of an Incentive Stock Option granted prior to
January 1, 1987, retirement or termination of employment of
an Optionee,
after the Optionee has used Stock as payment upon exercise of such an Option,
a second use of shares of Stock as payment upon exercise of such Option after
such death, retirement or termination within the period permitted by this Plan
shall be permitted even though (i) such exercise is within one year after the
prior use of shares of Stock as payment, and (ii) the share used for payment
had not been held for more than one year.
An Optionee or Permissible Transferee shall have none of the rights of a
shareholder with respect to shares of Stock subject to his or her Option or
SAR until shares of Stock are issued to him or her upon the exercise of his or
her Option or SAR.
(b) When a Non-Qualified Stock Option or SAR is exercised, the
Optionee or Permissible Transferee shall pay to the Company promptly after the
Valuation Date (defined below), in cash, the amount of any Withholding Taxes
(defined below) which the Company is required to withhold, unless, subject to
the conditions set forth below, the Optionee files with the Company a
Withholding Election (defined below). Subject to the Committee's right of
disapproval provided below, if an Optionee files a Withholding Election, then
in connection with the exercise of an Option or SAR to which the Election
relates the Company shall withhold from the Optionee shares of Stock having a
Fair Market Value on the Valuation Date equal to the amount of Withholding
Taxes due, and shall pay to the appropriate taxing authorities cash equal to
such Withholding Taxes; provided, however, that in the case of an Optionee who
is a Reporting Person on the exercise date and who does not make a valid
unrevoked election pursuant to Section 83(b) of the Code relating to such
exercise, the Company shall deliver share pursuant to such exercise subject to
the Optionee's unconditional obligation to deliver back to the Company within
three business days after the Valuation Date an amount of such shares having a
Fair Market Value on the Valuation Date equal to the amount of Withholding
Taxes due. An Optionee who is not a Reporting Person may file a Withholding
Election at any time on or before the Valuation Date. Any filing of a
Withholding Election by a Reporting Person shall be subject to each of the
following conditions:
(i) The Committee may consent to or disapprove the Election in
its sole discretion at any time after the Election is filed.
(ii) The Election is null and void unless filed:
(A) after the first six months from the date of grant of the
Option or SAR (except that this limitation shall not apply
in the event of the death or disability of the Optionee),
and
(B) either within a Window Period, or on or before the day
after the date which is six months before the Valuation
Date, and
(C) on or before the Valuation Date.
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(iii) No Withholding Election may apply to the exercise during a
Window Period of an SAR with a Cash Feature, unless the Cash
Percentage on the exercise date is zero.
If fractional shares are involved in connection with the withholding or
delivery back of shares, such fractional shares shall be settled in cash as
the Committee by rule or practice may require. As used in this subsection
(b):
"Withholding Election" means a written irrevocable election by an
Optionee providing for the withholding or delivery back of shares of Stock
pursuant to this Section 10(b) in consideration of the Company's payment of
Withholding Taxes.
"Withholding Taxes" means the total amount of Federal and state income
taxes which the company is required to withhold on account of the exercise by
an Optionee of a Non-Qualified Stock Option or SAR.
"Valuation Date" means the date as of which the Stock is valued for the
purposes of determining the Withholding Taxes, which is either the exercise
date of the relevant Option or SAR or, in the case of a Reporting Person
failing to make an election pursuant to Section 83 of the Code, the day before
the date which is six months after the exercise date.
SECTION 11. GENERAL PROVISIONS.
(a) The Company shall not be required to issue or deliver any
certificate for shares of Stock to an Optionee or Permissible Transferee upon
the exercise of his or her Option or SAR prior to
(i) if requested by the Company, the filing with the Company by
the Optionee or Permissible Transferee or the Optionee's or
Permissible Transferee's Post-Death Representative of a
representation in writing that at the time of such exercise it
is his or her then present intention to acquire the shares of
Stock being purchased for investment and not for resale, and/or
the completion of any registration or other qualification of
such shares of Stock under any state or Federal laws or rulings
or regulations of any government regulatory body, which the
Company shall determine to be necessary or advisable, and
(ii) the obtaining of any other consent, approval or permit from
any State or Federal governmental agency which the Committee
shall, in its absolute discretion upon the advice of counsel,
determine to be necessary or advisable.
(b) It is intended that the portion of this Plan relating to Incentive
Stock Options and all Incentive Stock Options granted hereunder will meet the
requirements for "incentive stock
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options' within the meaning of Section 422 of the Code. The Plan shall be so
interpreted as to be consistent with this intention.
SECTION 12. CHANGE IN STOCK, ADJUSTMENTS, ETC.
In the event any stock dividends is declared upon the Stock or in the
event outstanding shares of Stock shall be changed into or exchanged for a
different number, class or kind of shares of Stock or other securities of the
Company or of another corporation, whether by reason of a split or combination
of shares, recapitalization, reclassification, reorganization, merger,
consolidation, or otherwise, the maximum number of shares of Stock which may
be charged against the Initial Authority and against the Additional Authority,
respectively, shall be appropriately and proportionately adjusted and in any
such event a corresponding adjustment shall be made changing the number, class
or kind of shares of Stock or other securities which are deliverable upon the
exercise of any Option theretofore granted without change in the total price
applicable to the unexercised portion of such Option, but with a corresponding
adjustment in the price for each share of stock or other securities covered by
the unexercised portion of such Option. In the event the Company is merged,
consolidated or reorganized with another corporation, appropriate provision
shall be made for the continuance of outstanding option rights and SARs and to
prevent their dilution or enlargement compared to the total shares issuable
therein in respect of the Stock. Adjustments under this Section 12 shall be
made in an equitable manner by the Committee, whose determination shall be
conclusive and binding on all concerned.
SECTION 13. DURATION, AMENDMENT AND TERMINATION.
The Board of Directors may at any time terminate the Plan or make such
amendments thereof as it shall deem advisable and in the best interests of the
Company, without further action on the part of the shareholders of the
Company; provided, however, that no such termination or amendment shall,
without the consent of the Optionee, adversely affect or impair the rights of
such Optionee or Permissible Transferee, and provided further, that, unless
the shareholders of the Company shall have first approved thereof, no
amendment of this Plan shall be made whereby (a) the total number of shares of
Stock which may be optioned under the Plan to all individuals, or to any of
them, shall be increased, except by operation of the adjustment provisions of
Section 12 hereof, (b) the authority to administer the Plan by a committee
consisting of disinterested persons not eligible to receive Options granted
under the Plan shall be withdrawn, (c) the term of the Options shall be
extended, (d) the minimum option price shall be decreased, or (e) the class of
eligible persons to whom Options may be granted shall be changed.
The period during which Options may be granted under the Initial
Authority shall terminate on February 22, 1992 and under the Additional
Authority on January 25, 1998, unless the Plan earlier shall have been
terminated as provided above.
Angelica
12/19/94 - 14 - Stock Option Plan
<PAGE> 15
SECTION 14. SHAREHOLDER APPROVAL.
The Plan with respect to the Initial Authority was approved by the
shareholders of the Company on May 25, 1982, and with respect to the
Additional Authority was approved by the shareholders of the Company on May
26, 1988.
SECTION 15. DATE OF GRANTING OF OPTIONS.
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors or the shareholders of the Company shall
constitute the granting of any Option hereunder. The date of grant of an
Option pursuant to the Plan shall be the date of grant thereof by the
Committee. Within ten business days after the date of grant of the Option,
the Company shall notify the Optionee of the grant of the Option, and shall
hand deliver or mail to the Optionee a Stock Option Agreement, duly executed
by and on behalf of the Company, with the request that the Optionee execute
the agreement within thirty days after the date of mailing or delivery by the
Company of the Agreement to the Optionee. If the Optionee shall fail to
execute the written Option Agreement within said thirty-day period, his or her
Option shall be automatically terminated.
SECTION 16. SEPARATE PLANS.
The provisions of the Plan with respect to the Initial Authority and the
Additional Authority shall be treated as two separate plans. The two
Authorities have been combined into a single Plan document solely for
administrative convenience.
SECTION 17. ACCELERATED EXERCISE OF OPTIONS.
Notwithstanding the provisions of Section 7, if (i) any corporation
(other than the Company), person or group (within the meaning of Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"))
makes a tender or exchange offer ("Offer") which is opposed by a majority of
the Company's directors, and which, if consummated, would make such
corporation, person or group the beneficial owner (within the meaning of Rule
13d-3 under the Act) of more than 33-1/3% of the Company's then outstanding
Stock and, pursuant to such offer, purchases are made; or (ii) without the
affirmative recommendation of a majority of the Company's Board of Directors,
the shareholders of the Company approve a definitive agreement to merge or
consolidate the Company with or into another corporation or to sell or
otherwise dispose of all or substantially all of its assets, or adopt a plan
of liquidation; or (iii) the Company becomes aware that, without the knowledge
and approval by the Company's Board of Directors, any person or group (within
the meaning of Sections 13(d) and 14(d)(2) of the Act) has become the
beneficial owner (within the meaning of Rule 13d-3 under the Act) of more
than 33-1/3% of the Company's then outstanding Stock, then in any of such
three cases (herein called a "Non-Approved Takeover"), on the date of the
first purchase of Stock pursuant to such offer, or the date of any such
shareholder approval or adoption, or the date on which the Company
Angelica
12/19/94 - 15 - Stock Option Plan
<PAGE> 16
becomes aware of the acquisition of such percentage of the Company's Stock (any
such date being referred to as an "Acceleration Date"), all Options granted
hereunder shall become immediately exercisable, for a period of 90 days
beginning on a date which shall be determined by the Disinterested Directors.
Any Optionee or Permissible Transferee shall have the right to file a written
request with the Company that the Disinterested Directors make such
determination and, in such case, the Disinterested Directors shall determine
whether or not the options granted under the Plan shall or shall not become
exercisable and, if so, shall state the date upon which the 90 day period of
exercisability shall begin. Options having an accelerated exercise date may be
exercised as set out in Section 10 herein. Any option not so exercised within
the 90-day period set out herein, shall, upon the expiration of the 90 days,
become exercisable under the terms and conditions of the Plan, as if the
Non-Approved Takeover has not occurred.
If, after the exercisability of options has been accelerated in
accordance with the foregoing provisions, the Disinterested Directors shall
determine that the threat of a Non-Approved Takeover has ceased, they may
terminate such acceleration and thereupon the exercisability of all options
not theretofore exercised shall revert to the dates originally provided for
such options.
For purposes of this section, the term "Disinterested Director" means
any member of the Board of Directors of the Company who (i) is not an officer
of the Company and (ii) was a member of the Board prior to the date of
commencement of any such Non-Approved Takeover, and any successor of a
Disinterested Director who is recommended or elected to succeed the
Disinterested Director by a majority of the Disinterested Directors.
Angelica
12/19/94 - 16 - Stock Option Plan
<PAGE> 1
Exhibit 10.20
RESTATED
ANGELICA CORPORATION
STOCK BONUS AND INCENTIVE PLAN
(Incorporating Amendments Adopted Through October 25, 1994)
12/19/94
<PAGE> 2
RESTATED
ANGELICA CORPORATION
STOCK BONUS AND INCENTIVE PLAN
<TABLE>
<S> <C>
SECTION 1 ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE 1
SECTION 2 DEFINITIONS 1
SECTION 3 ELIGIBILITY AND PARTICIPATION 4
SECTION 4 ADMINISTRATION 4
SECTION 5 AVAILABLE STOCK 4
SECTION 6 DURATION 5
SECTION 7 ELECTION OF BENEFITS 5
SECTION 8 RESTRICTED STOCK BONUS AWARDS 6
SECTION 9 RESTRICTED STOCK 6
SECTION 10 CHANGE OF CONTROL 10
SECTION 11 RIGHTS OF EMPLOYEES 13
SECTION 12 AMENDMENT, MODIFICATION, AND TERMINATION 13
SECTION 13 TAX WITHHOLDING 13
SECTION 14 MISCELLANEOUS PROVISIONS 14
</TABLE>
Restated
12/19/94 Stock Bonus Plan
<PAGE> 3
RESTATED
ANGELICA CORPORATION
STOCK BONUS AND INCENTIVE PLAN
SECTION 1
ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE
1.1 ESTABLISHMENT. Angelica Corporation, a Missouri corporation, has
previously established the "ANGELICA CORPORATION STOCK BONUS AND INCENTIVE
PLAN" (the "Plan") for key Employees. The Plan permits the grant of
Restricted Stock, and provides for payments in the form of Stock and/or cash.
The Plan is hereby amended and restated in its entirety to read as set forth
herein.
1.2 PURPOSE. The purpose of the Plan as amended is to advance the
interests of the Company and its shareholders by encouraging the success of
the Company by providing for the acquisition of an equity interest by key
Employees, by providing additional incentives and motivation toward superior
Company performance, and by enabling the Company to attract and retain the
services of key Employees upon whose judgment, talents, and special effort the
successful conduct of its operations is largely dependent.
1.3 EFFECTIVE DATE. The Plan as amended shall become effective
immediately upon its adoption by the Board of Directors of the Company.
SECTION 2
DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have
the respective meanings set forth below:
(a) "Administrator" means the Compensation and Organization Committee
of the Board.
(b) "Award" means any Restricted Stock granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Bonus Payment Date" means the date on which a cash bonus is
scheduled to be paid under the Bonus Plan for a particular Bonus Year.
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12/19/94 Stock Bonus Plan
<PAGE> 4
(e) "Bonus Plan" means the Angelica Corporation Incentive Compensation
Plan maintained by the Company.
(f) "Bonus Year" means a fiscal year with respect to which a cash bonus
may be paid under the terms of the Bonus Plan. A Bonus Year will be referred
to by the calendar year in which the Bonus Year ends.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Company" means Angelica Corporation, a Missouri corporation.
(i) "Continuing Director" means each individual who is a member of the
Board on the Effective Date, and each individual who becomes a member of the
Board after the Effective Date without opposition from a majority of the then
Continuing Directors; PROVIDED THAT, an individual shall not be a Continuing
Director after he or she resigns as a member of the Board, or while such
individual is (or has contracted to become) a full-time Employee of the
Company.
(j) "Disability" means a physical or mental condition which renders the
Participant incapable of continuing in the employment of the Company.
Disability shall be deemed to exist when certified by a physician who is
acceptable to the Administrator.
(k) "Elected Shares" means those shares of Restricted Stock described
in Section 8.1.
(l) "Election Date" means the date established by the Administrator, by
which date a Participant must make an election as described in Section 7. The
Election Date must be at least six (6) months before a Bonus Payment Date for
any Participant who is a Reporting Person, and at least one (1) month before a
Bonus Payment Date for any other Participant.
(m) "Employee" means a salaried employee (including officers and
directors who are also employees) of any member of the Group.
(n) "Fair Market Value" means, for any particular date, (i) for any
period during which the Stock shall be listed for trading on a national
securities exchange, the average of the high and low prices per share reported
on such exchange, (ii) for any period during which the Stock shall not be
listed for trading on a national securities exchange, but when prices for the
Stock shall be reported by the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the high and low transaction prices per share as quoted by National
Market System of NASDAQ, (iii) for any period during which the Stock shall not
be listed for trading on a national securities exchange or its price reported
by the National Market System of NASDAQ, but when prices for the Stock shall
be reported by NASDAQ, the average of the closing bid and asked prices as
reported by the NASDAQ or (iv) in the event neither (i), (ii) or (iii) above
shall be applicable, the market price per share of Stock as determined by a
nationally recognized investment banking firm selected by the Board. If Fair
Market Value is to be determined as of a day when the securities markets are
not open, the Fair Market Value on that day shall be the Fair Market Value on
the immediately preceding day when the markets were open.
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12/19/94 2 Stock Bonus Plan
<PAGE> 5
(o) "Group" means the Company and every Subsidiary and Operating
Division of the Company.
(p) "Matching Shares" means those shares of Restricted Stock described
in Section 8.2.
(q) "Non-U.S. Participant" means a Participant who is not normally
resident in the United States.
(r) "Participant" means any Employee who meets the requirements of
Section 3.
(s) "Period of Restriction" means the period during which a share of
Restricted Stock is restricted pursuant to Section 9 of the Plan.
(t) "Permissible Transferee" means a person or entity, other than an
Employee, in whose name Shares are credited as provided in Sections 8.1 or
8.2. The only Permissible Transferees are (i) one or more members of the
Participant's family, (ii) one or more trusts for the benefit of the
Participant and/or one or more members of the Participant's family, or (iii)
one or more partnerships (general or limited), corporations, limited liability
companies or other entities in which the aggregate interests of the
Participant and members of the Participant's family exceed eighty percent
(80%) of all interests. For this purpose, the Participant's family includes
only the Participant's spouse, children and grandchildren.
(u) "Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934.
(v) "Restricted Stock" means Stock granted pursuant to Section 9 of the
Plan, but a share of such Stock shall cease to be Restricted Stock when the
conditions to and limitations on transferability under Section 9 have been
satisfied or have expired, respectively.
(w) "Retirement" means termination of employment with the Group by a
Participant who has either attained age 55 and completed ten years of service
or attained age 65 and completed five years of service. Years of service for
this purpose shall be determined under those terms of the Angelica Corporation
Pension Plan, as amended, which apply to vesting.
(x) "Stock" means the Common Stock of the Company, par value $1.00 per
share.
(y) "Subsidiary" means a subsidiary corporation as defined in Section
425 of the Code.
(z) "Window Period" means the third to the twelfth business day
following the release for publication of the Company's quarterly or annual
earnings report.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include
the singular.
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12/19/94 3 Stock Bonus Plan
<PAGE> 6
2.3 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Participants in the Plan for any Bonus Year shall be those Employees who
have a target bonus for the Bonus Year in excess of a dollar amount
established by the Administrator. Unless and until the Administrator takes
action to change it, the applicable dollar amount shall be $10,000. The
Administrator may adjust the dollar threshold applicable to a particular Bonus
Year by adopting a resolution to that effect and advising the affected
Employees of the adjustment at least six months before the end of the Bonus
Year. Once adjusted, the dollar threshold shall remain in effect until next
adjusted by the Administrator.
SECTION 4
ADMINISTRATION
The Administrator shall have the authority to prescribe forms which must
be used for the purposes of this Plan.
SECTION 5
AVAILABLE STOCK
5.1 NUMBER OF SHARES. Subject to adjustment upon occurrence of any of
the events indicated in Section 5.3, the total number of shares of Stock
issuable pursuant to Awards under the Plan may not exceed 350,000. The shares
to be delivered under the Plan may consist, in whole or in part, of authorized
but unissued Stock or treasury Stock not reserved for any other purpose.
5.2 AVAILABLE SHARES. The number of shares of Stock available for
Awards hereunder at any given time shall be the number of shares specified in
Section 5.1, adjusted as follows:
(a) RESERVATION OF SHARES. At the time Restricted Stock is
granted to a Participant, shares of Stock equal to the number of shares so
granted shall be reserved from the total number of shares available for Awards
hereunder. Shares which are reserved in accordance with this subsection (a)
shall not be available for further Awards hereunder.
Restated
12/19/94 4 Stock Bonus Plan
<PAGE> 7
(b) REDUCTION OF RESERVED SHARES. At the time of the expiration
of all restrictions on a grant of Restricted Stock, shares equal to the number
of shares subject to such grant shall no longer be available for Awards
hereunder, and the number of shares held in reserve in accordance with (a),
above, shall be reduced accordingly. Upon the occurrence of an event which
causes the forfeiture of Restricted Stock, the number of shares of Stock which
had been reserved with respect to the grant of such Restricted Stock in
accordance with (a), above, equal to the number of shares so forfeited shall
no longer be reserved for such purpose and shall not be available for further
Awards hereunder.
5.3 EFFECT OF CHANGES IN CAPITALIZATION, MERGER, ETC.
(a) In the event of any increase or decrease in the number of
shares of Stock of the Company by reason of the payment of a Stock dividend, a
Stock split, reverse Stock split, or combination or consolidation of shares of
Stock or like capital adjustment at any time or from time to time such that
the holders of Stock of the Company have had an adjustment made in the number
of shares of Stock owned by them without payment of any additional
consideration therefor, then the aggregate number of shares then reserved
under the Plan shall be as though the shares of Stock reserved had been
outstanding prior to any of the above-described adjustments.
(b) In the event that the Company shall issue additional shares of
Stock for cash or other good consideration, there shall be no adjustment in
the number of shares of Stock available for issuance pursuant to the Plan.
SECTION 6
DURATION
The Plan shall remain in effect until (a) all Stock subject to it shall
have been purchased or acquired, (b) the Board terminates the Plan pursuant to
Section 12, or (c) April 1, 2003, whichever shall first occur.
SECTION 7
ELECTION OF BENEFITS
7.1 A Participant may elect to forego a minimum of ten percent (10%) and
a maximum of fifty percent (50%) of the cash bonus (if any) which he otherwise
might receive under the Bonus Plan for a Bonus Year and to receive Restricted
Stock in lieu thereof, provided however that the amount of cash bonus taken
into account for purposes of applying a Participant's election for a
particular Bonus Year will not exceed one hundred twenty five percent (125%)
of the Participant's target bonus for that Bonus Year. The election must be
made by the Election Date, on and in accordance with forms prescribed by the
Administrator. An election becomes irrevocable after the Election Date,
except that if a Participant's employment ends after an
Restated
12/19/94 5 Stock Bonus Plan
<PAGE> 8
Election Date and before the subsequent Bonus Payment Date, any election which
he may have made pursuant to this Section 7 shall be void and of no effect.
If an election form is not properly completed and returned to the
Administrator before the Election Date, it will be presumed that the
Participant elects not to receive Restricted Stock with respect to that Bonus
Year.
7.2 For Bonus Year 1993, any election made pursuant to this Plan is
expressly conditioned upon the approval of this Plan by a majority vote of the
shareholders of the Company at the Annual Meeting of Shareholders in 1993. If
such approval is not obtained at such meeting, all elections under this Plan
shall be void and of no effect.
SECTION 8
RESTRICTED STOCK BONUS AWARDS
8.1 A Participant who elects to receive Restricted Stock with respect to
a Bonus Year shall be credited with the number of whole shares of Restricted
Stock ("Elected Shares") which can be purchased at the Fair Market Value as of
the Bonus Payment Date with the amount of the cash bonus which he elected to
forego. Subject to the provisions of Section 13, the balance of his bonus
shall be paid in cash on or as soon as practicable after the Bonus Payment
Date.
8.2 A Participant, other than a Non-U.S. Participant, who elects to
receive Restricted Stock with respect to a Bonus Year shall also be credited
with the number of whole shares of Restricted Stock ("Matching Shares") which
does not exceed one half (1/2) of the number of shares which he receives under
Section 8.1. A Non-U.S. Participant who elects to receive Restricted Stock
with respect to a Bonus Year shall have the right to receive, after the end of
the Period of Restriction, the number of whole shares of Restricted Stock
("Matching Shares") which does not exceed one half (1/2) of the number of
shares which he receives under Section 8.1.
SECTION 9
RESTRICTED STOCK
9.1 GRANT OF RESTRICTED STOCK. Subject to the provisions of Sections
5, 6 and 9.13, the Administrator, as soon as practicable after the Bonus
Payment Date, shall credit shares of Restricted Stock under the Plan to such
Participants as made timely elections under Section 7. Each such crediting of
Restricted Stock shall be reflected in a written Restricted Stock Agreement.
9.2 TRANSFERABILITY OF RESTRICTED STOCK. Except as provided in
Sections 9.8, 9.11, 9.13, 9.16 or 10.1, Elected Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until
after the third anniversary of the date such shares are granted to the
Participant, and Matching Shares may not be sold, transferred, pledged,
assigned, or
Restated
12/19/94 6 Stock Bonus Plan
<PAGE> 9
otherwise alienated or hypothecated until after the fifth anniversary of the
date such shares are granted to the Participant.
9.3 OTHER RESTRICTIONS. The Administrator shall impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem necessary or advisable under applicable Federal or state
securities law. In order to insure compliance with the limitations of Section
9.2, the Administrator shall reflect the grant of shares of Restricted Stock
as an entry in books maintained for such purpose, and, except as provided in
Section 9.13 with respect to Option Shares, no certificates for shares of
Restricted Stock shall be issued under this Plan until the expiration of the
applicable Period of Restriction. The Participant may designate, on forms
provided for the purpose by the Administrator, one or more Beneficiaries to
receive any shares of Restricted Stock distributable under this Plan after the
death of the Participant.
9.4 VOTING RIGHTS. Subject to the provisions of Section 9.16,
Participants, other than Non-U.S. Participants, entitled to shares of
Restricted Stock granted pursuant to the Plan may exercise full voting rights
with respect to those shares during the Period of Restriction. A Non-U.S.
Participant may not exercise voting rights with respect to any shares of
Restricted Stock which are Matching Shares until after the Period of
Restriction expires with respect to such shares.
9.5 DIVIDENDS AND OTHER DISTRIBUTIONS. Subject to the provisions of
Section 9.16, and except as provided in Section 9.6, during the Period of
Restriction, Participants, other than Non-U.S. Participants, entitled to
shares of Restricted Stock granted pursuant to the Plan shall be entitled to
receive all dividends and other distributions paid with respect to those
shares. If any such dividends or distributions are paid in shares of Stock,
such shares shall be subject to the same restrictions (such as limitations on
transferability or escrow) as the shares of Restricted Stock with respect to
which they were paid, and shall be held by the Administrator as Restricted
Stock under the same terms and conditions as the Restricted Stock with respect
to which such stock dividends are issued. A Non-U.S. Participant shall not be
entitled to receive dividends or other distributions with respect to shares of
Restricted Stock which are Matching Shares until after the Period of
Restriction expires with respect to such shares.
9.6 REINVESTMENT OF DIVIDENDS. Subject to the provisions of Section
9.16, a Participant, other than a Non-U.S. Participant, may elect, on forms
prescribed by the Administrator, that dividends which are payable during the
Period of Restriction with respect to all shares of Restricted Stock shall be
invested under the Company's Dividend Reinvestment Plan. If a Participant
makes such an election, the Administrator shall take such actions as may be
necessary or desirable to establish the Participant as a participant in the
Dividend Reinvestment Plan with respect to his Restricted Stock. A Non-U.S.
Participant may not elect to participate in the Company's Dividend
Reinvestment Plan with respect to any shares of Restricted Stock until after
the Period of Restriction expires with respect to such shares.
9.7 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. If the Participant's
employment with all members of the Group is terminated by reason of the
Participant's Retirement, both the Matching Shares and Elected Shares shall
remain subject to the applicable restrictions until the expiration of the
Period of Restriction and, except as otherwise provided pursuant to Section
9.3,
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12/19/94 7 Stock Bonus Plan
<PAGE> 10
the shares of Restricted Stock shall thereafter be free of restrictions
and freely transferable, provided however that if the Participant dies after
Retirement but before the end of an applicable Period of Restriction the
Period of Restriction applicable to all of the Participant's Restricted Stock
pursuant to Section 9.2 shall terminate automatically and, except as otherwise
provided pursuant to Section 9.3, the shares of Restricted Stock shall
thereupon be free of restrictions and freely transferable.
9.8 TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. If the
Participant's employment with all members of the Group is terminated by reason
of the Participant's death or Disability, the Period of Restriction applicable
to the Restricted Stock pursuant to Section 9.2 shall terminate automatically
and, except as otherwise provided pursuant to Section 9.3, the shares of
Restricted Stock shall thereupon be free of restrictions and freely
transferable.
9.9 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN RETIREMENT, DEATH
OR DISABILITY. If the Participant's employment with all members of the Group
is terminated during the Period of Restriction for any reason other than
Retirement, death or Disability, then any Matching Shares still subject to
restrictions at the date of such termination shall be forfeited automatically
and returned to the Company, but the Period of Restriction for any Elected
Shares shall be deemed to have ended as of the date of termination of the
Participant's employment with all members of the Group.
9.10 RETURN OF RESTRICTED STOCK. If events occur which require that
Matching Shares be forfeited by the Participant, the number of shares of Stock
so forfeited shall be removed from the record of Restricted Stock due to the
Participant, and shall not again be available for Awards under the Plan.
9.11 RELEASE OF ELECTED SHARES UPON HARDSHIP. If upon the request of a
Participant the Administrator, in its sole discretion, determines that the
Participant faces extreme economic hardship and that the disposition by the
Participant of a certain number of Elected Shares would ameliorate such
hardship, the Administrator may declare the Period of Restriction to be
expired with respect to such number of Elected Shares.
9.12 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Section, shares of Restricted Stock covered by each Restricted Stock Award
granted under the Plan shall become freely transferable by the Participant
after the last day of the Period of Restriction applicable to such shares.
Once the shares are released from the restrictions, the Administrator shall
cause to be issued to the Participant, as soon as practicable, one or more
certificates representing the aggregate number of shares of Stock to which the
restrictions no longer apply. Such certificates may be registered in whatever
name or names are specified by the Participant, in writing delivered to the
Administrator at least ten (10) days before such certificates are issued, and
in the absence of any such specification shall be issued in the name of the
Participant alone.
9.13 EXERCISE OF OPTIONS. A Participant who holds an option which is
exercisable under the Angelica Corporation Stock Option Plan or the Angelica
Corporation 1994 Performance Plan may elect, on forms provided for the purpose
by the Administrator, to have a certain number of his Elected Shares issued in
his name in certificate form and delivered to
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12/19/94 8 Stock Bonus Plan
<PAGE> 11
the Administrator for the purpose of being surrendered in connection with the
payment of the exercise price of such option. Following such exercise, the
Administrator shall receive a number of shares issued pursuant to such option
exercise ("Option Shares") equal to the number of Elected Shares delivered in
payment of the exercise price, and shall deliver or cause to be delivered to
the Participant the balance of the Option Shares issued pursuant to such
option exercise. The Administrator shall hold the number of Option Shares
equal to the number of Elected Shares delivered in payment of the exercise
price subject to the same terms and conditions as apply to Elected Shares, and
references herein to Elected Shares or Restricted Stock shall include such
Option Shares, if any, held by the Administrator for the same Participant.
9.14 SERVICES OF CUSTODIAN. The Administrator may, but shall not be
required to, engage the services of a bank, trust company or other fiduciary
from time to time to maintain the appropriate records of shares of Restricted
Stock which have been granted under this Plan, and to perform such other
duties as the Administrator may deem appropriate.
9.15 APPROVAL OF SHAREHOLDERS. Notwithstanding any other provision of
this Plan, no shares of Restricted Stock shall be granted until after the 1993
Annual Meeting of Shareholders of the Company. In addition, if at such
meeting a majority of the shareholders of the Company fail to approve this
Plan, no shares of Restricted Stock shall be granted hereunder at any time,
and any bonus amounts which a Participant elected to receive in shares of
Restricted Stock pursuant to this Plan shall be paid to him in cash as soon as
practicable after such meeting.
9.16 LIMITED TRANSFERABILITY TO FAMILY MEMBERS. Subject to the
provisions of this Section 9.16, a Participant may at any time after November
29, 1994, and before the earlier of his or her death or the end of the Period
of Restriction, direct that all or any portion of the Elected Shares and their
associated Matching Shares issued or to be issued pursuant to Section 8 be
registered or reregistered in the name of one or more Permissible Transferees.
Such direction shall be effective only to the extent that Company receives
written notice from the Participant, before his or her death, advising of such
a direction, the name or other identifying information concerning the
Permissible Transferee or Transferees, and the number of Shares to which the
direction relates. A Permissible Transferee shall exercise voting rights as
described in Section 9.4, shall receive dividends as described in Section 9.5,
and may elect to participate in the Dividend Reinvestment Plan as described in
Section 9.6, with respect to the Restricted Stock of which he is a Permissible
Transferee. To the extent shares of Stock are registered or reregistered in
the name of a Permissible Transferee, such shares shall be or remain subject
to all of the restrictions and limitations to which they would be subject
under this Plan if they were registered in the name of the Participant, and no
certificate representing shares of such Stock shall be issued to the
Permissible Transferee until such shares have been released from all
restrictions.
Restated
12/19/94 9 Stock Bonus Plan
<PAGE> 12
SECTION 10
CHANGE OF CONTROL
10.1 SPECIAL RULES ON CHANGE OF CONTROL. Any contrary provision of the
Plan notwithstanding, if there has been a Change of Control (as defined in
Section 10.2), and if, at any time thereafter, the Participant's employment
with the Company terminates other than (i) because of the Participant's death
or Retirement, (ii) by action of the Company for "cause" (as defined in
Section 10.3) or "disability" (as defined in Section 10.4) or (iii) by action
of the Participant for other than "good reason" (as defined in Section 10.5),
then the Period of Restriction with respect to each share of Restricted Stock
previously subject to an Award to him hereunder shall terminate.
10.2 CHANGE OF CONTROL. For purposes of Section 10.1, a "Change of
Control" shall be deemed to have occurred if:
(a) Any "person" (as such term is used in Section 13(d) and 14(d) of
the Exchange Act), other than the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company which represent thirty-percent (30%)
or more of the combined voting power of the Company's then outstanding
securities, without the prior written consent of a majority of the Continuing
Directors;
(b) The Continuing Directors cease to comprise a majority of the Board;
(c) The shareholders of the Company approve a sale of substantially all
or all of the assets of the Company; or
(d) The Company is not the surviving and parent corporation as a result
of any merger or consolidation to which it is a party, not including, however,
a merger solely to effect a change in the state of incorporation.
Notwithstanding the above, an event described in (a), (c), or (d),
above, shall not constitute a "Change of Control" if it is approved in writing
by a majority of the Continuing Directors.
10.3 COMPANY TERMINATION FOR CAUSE. The Company shall be considered to
have terminated a Participant's employment for "cause" if and only if the
termination is based on one or more of the following:
(a) The willful and continued failure by the Participant substantially
to perform his duties with the Company (other than any such failure
resulting from his incapacity due to physical or mental illness)
for a period of thirty (30) or more days after the Board delivers
to the Participant a demand for substantial performance, which
demand specifically identifies the manner in which the Board
believes that the Participant has not substantially performed his
duties; or
Restated
12/19/94 10 Stock Bonus Plan
<PAGE> 13
(b) The willful engagement by the Participant in gross misconduct which
is materially and demonstrably injurious to the Company.
No act or failure to act shall be considered "willful" unless done, or
omitted to be done, by the Participant not in good faith and without
reasonable belief that the act or omission was in (or not opposed to) the best
interest of the Company.
Notwithstanding the above, the Company shall not be considered to have
terminated a Participant's employment for "cause" unless and until the Company
delivers to the Participant a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the then Continuing
Directors or, if there are no Continuing Directors, three-quarters (3/4) of
the entire membership of the Board, at a meeting of the Board duly called and
held for that purpose (after reasonable prior notice to the Participant and an
opportunity for the Participant, together with his counsel, to be heard before
the voting members of the Board, before adoption of such resolution), finding
that, in the good faith opinion of the voting members of the Board, the
Participant was guilty of conduct set forth in (a) or (b) above, and
specifying, in detail, the particulars thereof.
10.4 COMPANY TERMINATION FOR DISABILITY. The Company shall be
considered to have terminated a Participant's employment for "disability" if
and only if the termination is based on the Participant's absence from duties
with the Company on a full time basis for 183 consecutive days, as a result of
incapacity due to physical or mental illness, and which incapacity is expected
thereafter to be of long continued or indefinite duration or to result in
death, as determined based on competent medical advice satisfactory to the
then Continuing Directors or, if there are no Continuing Directors, the Board.
10.5 PARTICIPANT TERMINATION FOR GOOD REASON. A Participant shall be
considered to have terminated his or her employment for "good reason" if and
only if the termination is based one or more of the following:
(a) The assignment to the Participant, without his or her written
consent, of duties which are inconsistent with his or her position, duties,
responsibilities or status with the Company immediately before the Change of
Control;
(b) A change, without the Participant's written consent, in his or her
reporting responsibilities, titles or offices as in effect immediately before
the Change of Control, or the removal of the Participant from, or the
Company's failure to reelect the Participant to, any such office;
(c) A reduction in the Participant's base salary as in effect
immediately before the Change of Control, or the failure of the Company to
increase the Participant's base salary each year after the Change of Control
by an amount which at least equals, on a percentage basis, the mean average
percentage increase (if any) in the base salary of all officers of the Company
during the two (2) full calendar years immediately preceding the Change of
Control;
Restated
12/19/94 11 Stock Bonus Plan
<PAGE> 14
(d) As to a Participant who is assigned to the Company's principal
executive offices at the time of the Change of Control:
(1) the relocation of the Company's principal executive offices to
a location outside the area of metropolitan St. Louis,
Missouri, or
(2) the requirement by the Company that the Participant be based
anywhere other than the Company's principal executive offices,
except for required travel on the Company's business to an
extent substantially consistent with the Participant's
business travel obligations immediately before the Change of
Control; or
(3) if the Participant consents in writing to a relocation of the
Company's principal executive offices, the failure of the
Company to pay (or reimburse the Participant for) all
reasonable moving expenses incurred by the Participant
relating to a change of his or her principal residence in
connection with such relocation and to indemnify the
Participant against any loss (as defined below) realized on
the sale of his or her principal residence in connection with
any such change of residence.
For purposes of this subsection, the "loss" on the sale of a principal
residence means the excess of (i) the higher of (x) the Participant's
aggregate investment in such residence, or (y) the appraised value of such
residence as determined by a real estate appraiser designated by the
Participant and reasonably satisfactory to the Company, over (ii) the actual
sale price of such residence (net of sales commission and other reasonable
expenses of sale, if any);
(e) The discontinuance of any benefit or compensation plan, pension
plan, profit-sharing plan, employee stock ownership plan, stock purchase plan,
stock option plan, life insurance plan, health and accident plan, or
disability plan (or plans providing substantially similar benefits) in which
the Participant was participating immediately before the Change of Control; or
(f) Any action by the Company which adversely affects the Participant's
participation in or materially reduces his or her benefits under any plan
specified in (e), above, or which deprives the Participant of any material
fringe benefit enjoyed by him or her immediately before the Change of Control,
or the failure by the Company to provide the Participant with at least the
number of paid vacation days to which he or she then is entitled on the basis
of years of service with the Company in accordance with the Company's normal
vacation policy in effect immediately before the Change of Control.
Restated
12/19/94 12 Stock Bonus Plan
<PAGE> 15
SECTION 11
RIGHTS OF EMPLOYEES
11.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of any member of the Group to terminate any Participant's
employment at any time nor confer upon any Participant any right to continue
in the employ of any member of the Group.
11.2 OTHER BENEFIT PLANS. Elected Shares granted under the Plan shall
be treated as a part of the compensation of the Participant under other
benefit plans of any member of the Group, but Matching Shares granted under
the Plan shall not constitute a part of the base salary or any other
compensation of any Employee under any other benefit plan of any member of the
Group unless expressly so provided in such other benefit plans.
SECTION 12
AMENDMENT, MODIFICATION, AND TERMINATION
The Board at any time may terminate, and from time to time may amend or
modify the Plan; provided, however, that no such action of the Board may,
without the approval of the shareholders of the Company:
(a) Increase the total amount of Stock which may be issued under the
Plan, except as provided in Section 5.3; or
(b) Change the class of Employees entitled to participate in the Plan;
or
(c) Materially increase the cost of the Plan or materially increase the
benefits to Participants under the Plan; or
(d) Extend the period during which Awards may be granted.
No amendment, modification, or termination of the Plan shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
consent of the Participant affected thereby.
SECTION 13
TAX WITHHOLDING
The Company shall have the power to withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy Federal, state, and
local withholding tax requirements on any Award under the Plan. To the extent
permissible under applicable tax, securities and other laws, the Company may,
in its sole discretion, permit the Participant to satisfy a tax
Restated
12/19/94 13 Stock Bonus Plan
<PAGE> 16
withholding requirement by directing the Company to apply shares of Stock to
which the Participant will be entitled as a result of the lapse of a Period of
Restriction (including, for this purpose, the filing of an election under
Section 83(b) of the Code), to satisfy such tax requirement. Reporting
Persons may only give such a direction either (i) during a Window Period, as
to shares whose Period of Restriction ends during such Window Period, or (ii)
six months in advance of the expiration of a Period of Restriction (which
expiration need not occur during a Window Period), and which direction may not
be suspended or revoked except by another such direction which shall not
become effective until six months after it is given.
SECTION 14
MISCELLANEOUS PROVISIONS
14.1 SUCCESSORS. All obligations of the Company under the Plan, with
respect to Awards granted hereunder shall be binding on any successor to the
Company.
14.2 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
shares of Stock shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agency or securities
exchange as may be required.
14.3 GOVERNING LAW. The Plan, and all agreements under the Plan, shall
be construed in accordance with, and governed by, the laws of the State of
Missouri.
921420084/10
Restated
12/19/94 14 Stock Bonus Plan
<PAGE> 1
Exhibit 10.23
TWELFTH AMENDMENT
TO
ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
-----------------------
WHEREAS, Angelica Corporation, a corporation duly organized and existing
under the laws of the State of Missouri (hereinafter the "Company"),
established and continues to maintain the Angelica Corporation Retirement
Savings Plan (hereinafter the "Plan"); and
WHEREAS, effective January 1, 1993, the Company desires to amend the
Plan to spin-off and create a new plan for that portion of the Plan related to
the Tax Credit Contributions which the Company made on behalf of eligible
Participants to the Plan prior to January 1, 1987;
NOW, THEREFORE, the Plan is hereby amended, effective as of January 1,
1993, as follows:
I.
Section 1.1 is hereby amended and shall read as follows:
"1.1. `Account' or `Accounts' (whether or not the word is
capitalized) shall mean all of the following, but if there are not all
shall mean whichever exists:
(1) The Matching Contributions Account required to be
established and maintained in accordance with the provisions of
Section 5.1
(2) the Salary Deferral Account required to be established and
maintained in accordance with the provisions of Section 5.1;
(3) the Rollover Account required to be established and
maintained in accordance with the provisions of Article XI.
A Participant's right to the amount credited to his Account is 100%
vested and nonforfeitable at all times."
II.
Section 1.28, "Tax Credit Contributions," is hereby deleted in its
entirety and subsequent Sections 1.29 through 1.34 are hereby renumbered as
Sections 1.28 through 1.33 and all references to the renumbered sections made
throughout the Plan are renumbered accordingly.
III.
Section 4.2, "Tax Credit Contributions," is hereby deleted in its
entirety and subsequent Sections 4.3 through 4.8 are hereby renumbered as
Sections 4.2 through 4.7 and all references to the renumbered sections made
throughout the Plan are renumbered accordingly.
<PAGE> 2
IV.
Section 5.1 is hereby amended and shall read as follows:
"5.1. The Administrator shall establish and maintain or shall
cause to be established and maintained two separate accounts in the
name of each Participant of the Plan. Such accounts shall be designated
`Salary Deferral Account' and `Matching Contributions Account'."
V.
Section 5.2 is hereby deleted in its entirety and subsequent Sections
5.3 through 5.7 are hereby renumbered as Sections 5.2 through 5.6 and all
references to the renumbered sections made throughout the Plan are renumbered
accordingly.
VI.
Section 6.l.E is hereby deleted in its entirety.
VII.
Section 9.7 is hereby amended and shall read as follows:
"9.7. No distribution shall be made to a Participant from his
Salary Deferral Account, Matching Contribution Account and any Rollover
Account earlier than upon one of the following events: (i) the
Participant's death, Permanent Disability, separation from service, or
attainment of age 59 1/2; or (ii) the Participant's hardship (as defined
in Section 8.1). In the case of any distribution to a Reporting Person
due to the attainment of age 59 1/2, or due to hardship (as defined in
Section 8.1), and not due also to death, retirement, disability or
termination of employment, such distribution may be made from any
interests of such Reporting Person in the Company Stock Fund but, in
such event, the Reporting Person shall not make any subsequent
contributions or transfers into the Company Stock Fund for a period of
at least six months after the date that the distribution from the
Company Stock Fund is made."
IN WITNESS WHEREOF, the Company has executed this Twelfth Amendment and
affixed its corporate seal hereto by its duly authorized officers on this
26th day of July 1994.
- ---- ----
ANGELICA CORPORATION
/s/ L. J. Young
By------------------------------------------
President and Chief Executive Officer
WITNESSED BY:
/s/ Jill Witter
- --------------------
Secretary
933570036/2
<PAGE> 1
Exhibit 10.24
AMENDMENT NO. 2
TO THE ANGELICA CORPORATION
DEFERRED COMPENSATION OPTION PLAN FOR DIRECTORS
WHEREAS, Angelica Corporation (the "Company") established the
Angelica Corporation Deferred Compensation Option Plan for Directors (the
"Plan") effective as of January 1, 1991, for the benefit of members of the
Board of Directors of the Company who elect to participate in the Plan; and
WHEREAS, the Company desires to amend the Plan.
NOW, THEREFORE, the Company does hereby amend the plan, effective
as of December 1, 1994 in the following respects:
I.
Section 2.1(e) is hereby deleted and the following substituted in
lieu thereof:
"(e) `Deferral' means an amount which would have been received
--------
as Board meeting and Board committee meeting fees, other than the
annual retainer Director fees, but for a Participant's election
under this Plan."
II.
Section 3.2 of the Plan is amended and the following substituted
in lieu thereof:
"Section 3.2 Early Retirement Benefit.
------------------------
A Director who is eligible to participate in the Plan shall be
offered a Deferred Compensation Agreement pursuant to which he or
she may elect to defer his or her Board meeting and Board
committee meeting fees, other than the annual retainer Director
fees, for a period determined by the Committee, which period may
not exceed one (1) calendar year, in the case of a Director who
attains an age between sixty-nine (69) and seventy-one (71) within
six (6) months prior to the effective date of an election under
this Section, or four (4) calendar years in the case of any other
Director. A Director who desires to participate in the Plan must
execute the Deferred Compensation Agreement and return such
agreement to the corporate secretary of the Parent Company. Such
agreement shall become effective immediately upon its receipt by
the corporate secretary if it is received within thirty (30) days
after it is offered to the Director or, in all other cases, as of
the beginning of the calendar year after it is received by the
corporate secretary."
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to
be executed by its duly authorized officer this 29th day of Nov., 1994.
---- ----
ANGELICA CORPORATION
/s/ L. J. Young
By -----------------------------------
Chairman of the Board
Its-----------------------------------
angdcop.dir
-2-
<PAGE> 1
Exhibit 10.25
AMENDMENT NO. 1
TO THE
ANGELICA CORPORATION
RESTATED DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
WHEREAS, Angelica Corporation (the "Company") established the
Angelica Corporation Restated Deferred Compensation Plan for Non-Employee
Directors (the "Plan") effective as of January 1, 1984 for the benefit of
certain members of the Board of Directors of the Company who elect to
participate in the Plan; and
WHEREAS, the Company desires to amend the Plan.
NOW, THEREFORE, the Company does hereby amend the Plan, effective
as of December 1, 1994, in the following respects:
I.
Section 2(d) is hereby deleted in its entirety and the following
is substituted in lieu thereof:
"(d) `Director's Compensation' means Board meeting and Board
committee meeting fees, other than the annual retainer director's
fees, which are payable on account of service as a Non-Employee
Director of the Company."
II.
Section 4(a) is hereby deleted in its entirety and the following
is substituted in lieu thereof:
"(a) Each Non-Employee Director shall have the right at any time
to elect to defer the payment of all or any part of his Director's
Compensation to be paid at the time or times in the manner herein
stated."
III.
Section 5(b) is hereby deleted in its entirety and the following
is substituted in lieu thereof:
"(b) On the last business day of each calendar quarter, there
shall be credited to the deferred compensation account an amount
equal to the product of one-fourth (1/4) of the annual prime
interest rate then charged on 90-day commercial loans to large,
national corporations by The Boatmen's National Bank of St. Louis,
St. Louis, Missouri, multiplied by the average daily balance of
the deferred compensation account for such calendar quarter. The
deferred compensation account shall be reduced by distributions
from the account at the time such distributions are made.
Interest shall continue to accrue on the balance of the deferred
<PAGE> 2
compensation account until such balance has been reduced to zero
through full distribution."
IV.
The first paragraph of Section 6(a) is hereby deleted in its
entirety and the following substituted in lieu thereof:
"(a) Distribution will commence as of the date of the
Participant's termination for a reason other than death, or as
of the date the Participant has selected for distribution to
commence in the `Notice of Election,' if such date is earlier than
the Participant's termination, and shall be paid to the
Participant as follows:"
V.
The first paragraph of paragraph 6(c) is hereby deleted in its
entirety and the following substituted in lieu thereof:
"(c) In the event of the Participant's death prior to the
commencement of distribution, the Company shall pay to the
beneficiary or contingent beneficiary, designated in the `Notice
of Election,' an amount equal to the balance of the deferred
compensation amount, as of the Participant's death, in accordance
with the payment method described in subparagraph 6(a) above, with
the initial one-fifth (1/5) payment to be made to the beneficiary
or contingent beneficiary within sixty (60) days following the
date of the Participant's death."
VI.
Paragraph 7(a) is hereby deleted in its entirety and the following
substituted in lieu thereof:
"The Board may amend or terminate this Plan by written resolution
at any time; however, any amendment or termination of this Plan
shall not affect the rights of Participants or beneficiaries to
payments in accordance with paragraph 6 of this Plan of amounts
credited to Participant's deferred compensation accounts at the
time of such amendment or termination."
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on this 29th day of November, 1994.
---- --------
ANGELICA CORPORATION
/s/ L. J. Young
By -----------------------------------------
Chairman of the Board
Its-----------------------------------------
ATTEST:
/s/ Jill Witter angdcpdi.amd
- ---------------------------
-2-
<PAGE> 1
Exhibit 10.26
FIFTH AMENDMENT TO THE
ANGELICA CORPORATION
PENSION PLAN
(AS RESTATED APRIL 1, 1989)
WHEREAS, Angelica Corporation (herein referred to as the
"Company") established effective April 1, 1980, the Angelica Corporation
Pension Plan (hereinafter referred to as the "Plan");
and
WHEREAS, the Company desires to amend said Plan effective as of
January 1, 1994, except as provided herein;
NOW, THEREFORE, the Company does hereby amend the Plan effective
as of January 1, 1994, in the following respect:
I.
Section 4.6 is hereby added to the Plan and shall read as follows:
"Section 4.6. Direct Rollover Option. Notwithstanding the other
-------------------------------------
provisions of this Section, a Participant or an alternate payee (as
defined in Code section 414(p)(8)), who is eligible to receive a
distribution from this Plan at any time on or after January 1,
1993, may direct the Trustee to transfer a specified amount equal
to all or any portion of his benefit which constitutes an
"eligible rollover distribution," (as defined in Code section
402(c)(4)) to the trustee of another eligible retirement plan. For
purposes of distributions made for reasons other than the death of
the Participant, 'eligible retirement plan' shall mean:
(i) an individual retirement account described in Code
section 408(a), or
(ii) an individual retirement annuity as described in Code
section 408(b) (other than an endowment contract), or
(iii) a qualified trust described in Code section 401(a) and
exempt from tax under Code section 501(a); provided
that, such trust is a defined contribution plan which
accepts such rollover contributions, or
(iv) an annuity plan described in Code section 403(a).
For purposes of distributions made to a spouse upon the death of
the Participant, 'eligible retirement plan' shall mean only items
(i) and (ii) as described above.
<PAGE> 2
The Participant or alternate payee shall provide such direction to
the Trustee in writing on a form provided by the Administrator and
shall clearly specify on such form the eligible retirement plan to
which such distribution shall be transferred. The Plan and the
Administrator may rely on the information provided by the
Participant or alternate payee and shall not be subject to
penalties or liability due to such reliance.
The Administrator shall provide notice of this option to the
Participant or alternate payee in accordance with rules prescribed
by the Internal Revenue Service. The notice shall be provided to
the Participant or alternate payee at least thirty (30) but not
more than ninety (90) days prior to the date the Participant's or
alternate payee's benefits will be distributed."
IN WITNESS WHEREOF, the Company has caused this Fifth Amendment to
be executed this 28th day of December, 1994.
---- --------
ANGELICA CORPORATION
/s/ L. J. Young
By__________________________________________
Chairman of the Board
Its_________________________________________
[SEAL]
ATTEST:
/s/ Jill Witter
- ---------------------------
Secretary
angelpp5.amd
-2-
<PAGE> 1
Exhibit 10.27
AMENDMENT TO
ANGELICA CORPORATION
DEFERRED COMPENSATION OPTION PLAN
FOR SELECTED MANAGEMENT EMPLOYEES
The Deferred Compensation Option Plan for Selected Management
Employees (the "Plan") is amended, effective November 1, 1994, in the
following particulars:
I.
A new Section 5.4 is hereby added to the Plan to read as follows:
"5.4 Acceleration of Survivor Benefits. Notwithstanding
---------------------------------
anything herein to the contrary, the Committee, in its sole and
absolute discretion, shall have the right to accelerate all of the
payments due to a Beneficiary of a deceased Participant pursuant
to Section 5.1 and Section 5.2 hereof and pay the present value of
all such payments to such Beneficiary in one lump sum, provided
that the Committee determines that acceleration and payment of the
present value of the payments is required to alleviate an estate
tax burden. For purposes of this section, present value shall be
determined by using such factors as the Committee shall determine
in its sole discretion."
II.
The following sentence is added at the end of Article X of the
Plan to read as follows:
"Any modification or amendment to the Plan or any action to
terminate the Plan shall be evidenced in minutes of the Board
meeting at which such action was taken or by a duly executed Board
resolution."
III.
The last sentence of Section 11.1 of the Plan is hereby deleted in
its entirety.
IN WITNESS WHEREOF, the Parent Company has caused this Plan to be
amended by signature of its duly authorized officer this 25th day of October,
---- -------
1994.
ANGELICA CORPORATION
/s/ L. J. Young
By-----------------------------------------------
Chairman of the Board
Its----------------------------------------------
angelic2.amd
<PAGE> 1
F I N A N C I A L R E V I E W
FINANCIAL
CONDITION
The Company's financial condition at the end of fiscal 1995 continued to
be very strong. Higher short-term debt at year end caused working
capital of $150.7 million and a current ratio of 3.2 to 1 to be
moderately lower than working capital of $157.2 million and a current
ratio of 4.0 to 1 at the end of the prior year, but all of these
financial measures reflected strength. Current assets increased $9.6
million during the year, with more than half the increase the result of
acquisitions made during the year and preceding year. Both receivables
and inventories showed small increases in the year, but would have been
down exclusive of acquisitions. Receivable days outstanding dropped to
64 from 67 at the preceding year end, and inventory turns improved
slightly. Other long-term assets were up $7.4 million for the year, with
nearly all of the increase being due to acquisitions. Current
liabilities increased $16.1 million from last year end, $11.2 million of
which represented increases in short-term bank loans.
At year-end fiscal 1995, short-term debt totaled $21.1 million, these
funds having been used to finance acquisitions over the preceding two
years. Shortly after year end, arrangements were made to borrow a total
of $30.0 million from four insurance companies at a favorable interest
rate. This long-term financing is expected to close in May, 1995, and
all short-term debt will be repaid at that time. Long-term debt
decreased $2.6 million in fiscal 1995 as a result of normal sinking fund
payments. The ratio of long-term debt to total long-term debt and equity
also decreased to 26.2 percent compared with 27.3 percent last year. Had
the short-term debt at year end been treated as long-term for purposes
of this ratio, it still would have been a conservative 31.6 percent.
Pre-tax interest coverage in fiscal 1995 increased to 3.7 times from 3.4
times in the prior year.
Cash flow from operating activities was $27.6 million in fiscal 1995, up
from $21.1 million in the prior year due to higher net income and
reduced working capital requirements. Cash used in investing activities
increased 58.8 percent to $27.6 million compared with $17.4 million a
year ago. Included in investing activities, capital expenditures
increased to $11.5 million from $8.8 million, and acquisition
expenditures nearly doubled to $16.2 million versus $8.6 million the
year before. Cash flow provided by financing activities in fiscal 1995
was a net $0.2 million, with $11.2 million of additional short-term
borrowings being offset by $8.6 million of dividends and $2.6 million of
long-term debt repayments.
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 1995 Operations
Compared to 1994
Combined sales and rental service revenues were $472.8 million in fiscal
1995, an increase of $45.7 million or 10.7 percent over the prior year.
The increase would have been 2.3 percent excluding acquisitions made in
the past two years. For the Rental Services segment, revenues rose by
$29.2 million or 13.6 percent, with most of the increase resulting from
acquisitions. Sales of the Manufacturing and Marketing segment, before
deduction for intersegment sales, were $3.6 million or 2.1 percent
greater than the prior year, again with most of the increase being the
result of acquisitions. Sales of Life Retail Stores rose $12.1 million
or 21.4 percent in fiscal 1995 due to acquisitions and an excellent 8.6
percent same-store sales increase.
The gross profit percent to combined sales and rental service
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
17
<PAGE> 2
revenues in fiscal 1995 was 26.8 percent, down slightly from 27.2 percent
in the prior year. Gross margins in the Rental Services segment were down
due to continuing margin pressures in the health care markets. In the
Manufacturing and Marketing segment, gross margins were down largely
because of a change in sales mix to lower margin products principally
for the fast food industry. Margins of Life Retail Stores increased
slightly due to lower discounts.
Selling, general and administrative expenses remained under good control
as they increased 8.5 percent in fiscal 1995 but as a percentage of
combined sales and rental service revenues dropped to 20.0 percent from
20.4 percent in the prior year. Interest expense increased to $7.9
million versus $7.4 million last year as a result of higher debt levels
and higher interest rates. The effective tax rate in fiscal 1995 was
38.5 percent, slightly higher than an effective tax rate of 38.3 percent
in the preceding year.
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 the preceding year.
Excluding acquisitions made in fiscal 1994 and the prior year, 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 loss of two large customers in California at midyear fiscal 1993 was
offset in part by new customer additions and by acquisitions in fiscal
1994. 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 continuing to be felt and to
the loss during fiscal 1994 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 a federal income tax increase, the effective
tax rate in fiscal 1994 was 38.3 percent compared with 38.0 percent in
fiscal 1993.
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
18
<PAGE> 3
<TABLE>
C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 28, January 29, January 30,
(Dollars in thousands, except per share amounts) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental service revenues $244,496 $215,248 $218,466
Net sales 228,336 211,880 212,331
- ----------------------------------------------------------- ------------------------------------------------------
472,832 427,128 430,797
- ----------------------------------------------------------- ------------------------------------------------------
Cost of rental services 193,219 167,883 170,830
Cost of goods sold 152,790 143,046 142,670
- ----------------------------------------------------------- ------------------------------------------------------
346,009 310,929 313,500
- ----------------------------------------------------------- ------------------------------------------------------
Gross profit 126,823 116,199 117,297
Selling, general and administrative expenses 94,585 87,180 84,848
- ----------------------------------------------------------- ------------------------------------------------------
Income from operations 32,238 29,019 32,449
Interest expense (7,906) (7,444) (7,520)
Other expense, net (3,078) (3,515) (2,676)
- ----------------------------------------------------------- ------------------------------------------------------
Income before income taxes and cumulative effect of
accounting change 21,254 18,060 22,253
Provision for income taxes 8,183 6,909 8,450
- ----------------------------------------------------------- ------------------------------------------------------
Income before cumulative effect of accounting change 13,071 11,151 13,803
Cumulative effect of change in accounting for
income taxes -- -- 1,984
- ----------------------------------------------------------- ------------------------------------------------------
Net income $ 13,071 $ 11,151 $ 15,787
======================================================================================================================
Earnings per share:
Before cumulative effect of accounting change $ 1.44 $ 1.23 $ 1.50
Cumulative effect of change in accounting for
income taxes -- -- .21
- ----------------------------------------------------------- ------------------------------------------------------
Net income per share $ 1.44 $ 1.23 $ 1.71
======================================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
19
<PAGE> 4
<TABLE>
C O N S O L I D A T E D B A L A N C E S H E E T S
- ------------------------------------------------------------------------------------------------
<CAPTION>
January 28, January 29,
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 2,211 $ 2,020
Receivables, less reserves of $2,699 and $2,630 69,071 68,247
Inventories 105,827 104,570
Linens in service 37,609 31,099
Prepaid expenses 5,199 4,319
- ------------------------------------------------------ -------------------------------------
Total Current Assets 219,917 210,255
- ------------------------------------------------------ -------------------------------------
Property and Equipment:
Land 5,584 5,125
Buildings and leasehold improvements 67,292 63,460
Machinery and equipment 128,154 119,471
Capitalized leased property 1,849 1,849
- ------------------------------------------------------ -------------------------------------
202,879 189,905
Less--reserve for depreciation 105,229 95,937
- ------------------------------------------------------ -------------------------------------
97,650 93,968
- ------------------------------------------------------ -------------------------------------
Other:
Goodwill 7,261 5,833
Other acquired assets 13,252 8,759
Cash surrender value of life insurance 10,917 9,409
Miscellaneous 4,551 4,637
- ------------------------------------------------------ -------------------------------------
35,981 28,638
- ------------------------------------------------------ -------------------------------------
Total Assets $353,548 $332,861
================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt $ 21,100 $ 9,900
Current maturities of long-term debt 2,568 2,568
Accounts payable 20,043 17,593
Accrued wages and other compensation 7,920 6,949
Other accrued liabilities 12,269 10,527
Income taxes 181 2,276
Deferred income taxes 5,102 3,254
- ------------------------------------------------------ -------------------------------------
Total Current Liabilities 69,183 53,067
- ------------------------------------------------------ -------------------------------------
Long-Term Debt, less current maturities 69,683 72,255
- ------------------------------------------------------ -------------------------------------
Other:
Deferred compensation and other payments 14,546 11,048
Deferred income taxes 3,476 4,498
- ------------------------------------------------------ -------------------------------------
18,022 15,546
- ------------------------------------------------------ -------------------------------------
Shareholders' Equity:
Preferred Stock -- --
Common Stock, $1 par value, authorized 20,000,000
shares, issued: 9,470,538 and 9,447,614 shares 9,471 9,448
Capital surplus 4,179 3,672
Retained earnings 194,849 190,301
Translation adjustment (2,290) (1,658)
Common Stock in treasury, at cost: 351,626 and
361,580 shares (9,549) (9,770)
- ------------------------------------------------------ -------------------------------------
196,660 191,993
- ------------------------------------------------------ -------------------------------------
Total Liabilities and Shareholders' Equity $353,548 $332,861
================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
20
<PAGE> 5
<TABLE>
C O N S O L I D A T E D S T A T E M E N T S O F S H A R E H O L D E R S ' E Q U I T Y
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 28, January 29, January 30,
(Dollars in thousands) 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
<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 $ 9,448 $ 9,444 $ 9,431
Exercise of stock options 23 4 13
- ------------------------------------------------------ --------------------------------------------------
Balance end of year $ 9,471 $ 9,448 $ 9,444
- ------------------------------------------------------ --------------------------------------------------
CAPITAL SURPLUS
Balance beginning of year $ 3,672 $ 3,606 $ 3,230
Exercise of stock options 507 66 376
- ------------------------------------------------------ --------------------------------------------------
Balance end of year $ 4,179 $ 3,672 $ 3,606
- ------------------------------------------------------ --------------------------------------------------
RETAINED EARNINGS
Balance beginning of year $190,301 $187,507 $180,179
Net income 13,071 11,151 15,787
Cash dividends (8,557) (8,443) (8,472)
Exercise of stock options 34 86 13
- ------------------------------------------------------ --------------------------------------------------
Balance end of year $194,849 $190,301 $187,507
- ------------------------------------------------------ --------------------------------------------------
TRANSLATION ADJUSTMENT
Balance beginning of year $ (1,658) $ (1,212) $ 601
Change in cumulative adjustment (632) (446) (1,813)
- ------------------------------------------------------ --------------------------------------------------
Balance end of year $ (2,290) $ (1,658) $ (1,212)
- ------------------------------------------------------ --------------------------------------------------
COMMON STOCK IN TREASURY, AT COST
Balance beginning of year $ (9,770) $(10,136) $ (3,138)
Treasury stock purchased -- -- (7,021)
Exercise of stock options/stock awards 221 366 23
- ------------------------------------------------------ --------------------------------------------------
Balance end of year $ (9,549) $ (9,770) $(10,136)
- ------------------------------------------------------ --------------------------------------------------
SHAREHOLDERS' EQUITY, END OF YEAR $196,660 $191,993 $189,209
=============================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
21
<PAGE> 6
<TABLE>
C O N S O L I D A T E D S T A T E M E N T S O F C A S H F L O W S
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 28, January 29, January 30,
(Dollars in thousands) 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $13,071 $11,151 $15,787
Non-cash items included in net income:
Depreciation 13,297 12,872 12,578
Amortization of acquisition costs 3,586 3,539 3,417
Cumulative effect of change in accounting for
income taxes -- -- (1,984)
Change in working capital components, net of
businesses acquired:
Receivables, net 312 (1,720) 1,480
Inventories and linens in service (3,192) (2,100) 3,533
Prepaid expenses (880) (229) (282)
Accounts payable 483 8 914
Compensation and other accruals 2,713 (835) 361
Income taxes payable (247) 251 (6,111)
Cash surrender value of life insurance (1,508) (1,561) (1,363)
Other, net (37) (317) 2,477
- ----------------------------------------------------------- ---------------------------------------------
Net cash flow provided by operating activities 27,598 21,059 30,807
- ----------------------------------------------------------- ---------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment, net (11,466) (8,770) (9,899)
Cost of businesses acquired (16,165) (8,628) (5,071)
- ----------------------------------------------------------- ---------------------------------------------
Net cash flow used in investing activities (27,631) (17,398) (14,970)
- ----------------------------------------------------------- ---------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of short-term debt 11,200 9,900 --
Long-term debt repayments (2,572) (5,920) (2,574)
Dividends paid (8,557) (8,443) (8,472)
Purchase of treasury stock -- -- (7,021)
Other, net 153 76 (1,145)
- ----------------------------------------------------------- ---------------------------------------------
Net cash flow provided by (used in) financing activities 224 (4,387) (19,212)
- ----------------------------------------------------------- ---------------------------------------------
Net increase (decrease) in cash and
short-term investments 191 (726) (3,375)
Cash and short-term investments at beginning of year 2,020 2,746 6,121
- ----------------------------------------------------------- ---------------------------------------------
Cash and short-term investments at end of year $ 2,211 $ 2,020 $ 2,746
=============================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
22
<PAGE> 7
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
- -------------------------------------------------------------------------------
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.
Rental service revenues are recognized at the time the service is
provided to the customer. Net sales are recognized at the time the
merchandise is shipped to or picked up by 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) 1995 1994
- ------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 26,222 $ 26,425
Work in process 6,163 7,535
Finished goods 73,442 70,610
- ------------------------------------------------------------------
$105,827 $104,570
==================================================================
</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.
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.
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 $9,182,000, $7,220,000 and
$9,521,000 in 1995, 1994 and 1993, respectively; and in these periods
interest payments were $7,844,000, $7,515,000 and $7,686,000,
respectively.
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
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
23
<PAGE> 8
- -------------------------------------------------------------------------------
plan is in accordance with the requirements of the Employee Retirement
Income Security Act of 1974. Pension expense included the following
components:
<CAPTION>
(Dollars in thousands) 1995 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost (benefits earned
during the year) $ 615 $ 581 $ 517
Interest cost on projected
benefit obligation 981 921 856
(Increase) decrease in value
of assets 235 (1,526) (938)
Net amortization
and deferrals (1,010) 854 360
- ------------------------------------------------------------------------------------------------
Net pension expense $ 821 $ 830 $ 795
================================================================================================
</TABLE>
<TABLE>
The funded status of the plan and the net pension liability at January
1, 1995 and January 1, 1994 were as follows:
<CAPTION>
January 1, January 1,
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of
benefit obligation:
Vested benefits $(11,595) $(12,133)
Nonvested benefits (98) (143)
- ------------------------------------------------------------------------------------------------
Accumulated benefit obligation (11,693) (12,276)
Effect of projected future
compensation levels (1,484) (1,886)
- ------------------------------------------------------------------------------------------------
Projected benefit obligation (13,177) (14,162)
Plan assets at fair value,
primarily listed stocks and
Government securities 12,738 13,005
- ------------------------------------------------------------------------------------------------
Projected benefit obligation in
excess of plan assets (439) (1,157)
Unrecognized obligation
at transition 1,452 1,586
Unrecognized net gains (2,475) (1,756)
Unrecognized prior service cost 270 290
- ------------------------------------------------------------------------------------------------
Net pension liability $ (1,192) $ (1,037)
================================================================================================
</TABLE>
In determining the projected benefit obligation, the average discount
rate was 8.1% in 1995 and 7.1% in 1994. The expected rate of return on
plan assets was 8.0% in 1995 and 1994.
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 1995 and 1994:
<CAPTION>
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Average amount of short-term debt
during the year $16,708 $4,457
Weighted average interest rate:
During the year 4.66% 3.33%
At year end 5.64% 3.23%
- ------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
Long-term debt consisted of the following:
<CAPTION>
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
10.2% notes to insurance company,
due annually to 2004 $43,375 $45,375
9.15% notes to insurance companies,
due 2001 25,000 25,000
76% of prime rate industrial
development revenue bond,
due quarterly to 2000 2,587 3,038
7.375% note, due monthly to 2004 327 351
5% and 6% industrial development
bonds, due 2004 and
2005, respectively 444 523
8% to 10% life insurance
policy loans 337 333
Capital lease obligations 181 203
- ------------------------------------------------------------------------------------------------
72,251 74,823
Less--current maturities 2,568 2,568
- ------------------------------------------------------------------------------------------------
$69,683 $72,255
================================================================================================
</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
28, 1995, the balance was $189,315,000.
Aggregate maturities of long-term debt for each of the four years
subsequent to January 27, 1996, are $2,553,000, $2,553,000, $2,540,000
and $2,531,000, 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 28, 1995 and January 29, 1994
was approximately $78,520,000 and $90,700,000, respectively.
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
24
<PAGE> 9
- -------------------------------------------------------------------------------
4 INCOME TAXES
<TABLE>
The provision for income taxes consisted of the following:
<CAPTION>
(Dollars in thousands) 1995 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $6,134 $6,516 $7,313
State 1,023 1,032 1,060
Foreign 200 (230) 85
Deferred 826 (409) (8)
- ------------------------------------------------------------------------------------------------
$8,183 $6,909 $8,450
================================================================================================
</TABLE>
<TABLE>
Reconciliation between the statutory income tax rate and effective tax
rate is summarized below:
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory rate 35.0% 35.0% 34.0%
State tax, net of
federal benefit 3.5 3.6 3.4
Other, net -- (0.3) 0.6
- ------------------------------------------------------------------------------------------------
38.5% 38.3% 38.0%
================================================================================================
</TABLE>
<TABLE>
The tax effect of significant temporary differences representing
deferred tax assets and liabilities were as follows:
<CAPTION>
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Deferred compensation $ 4,448 $ 4,195
Insurance reserves not
yet deductible 2,549 2,245
Customer contracts 3,252 2,651
Other 3,542 3,557
- ------------------------------------------------------------------------------------------------
13,791 12,648
- ------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation (11,130) (11,278)
Linen amortization (10,267) (8,444)
Other (972) (678)
- ------------------------------------------------------------------------------------------------
(22,369) (20,400)
- ------------------------------------------------------------------------------------------------
Net deferred tax liabilities $ (8,578) $ (7,752)
================================================================================================
</TABLE>
Temporary differences related to investments in foreign subsidiaries
essentially permanent in nature and not expected to reverse in the
foreseeable future were approximately $9,706,000. The unrecognized
deferred tax liability related to these temporary differences was
$1,164,000.
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.
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 28, 1995 and January 29, 1994, 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.
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
25
<PAGE> 10
- -------------------------------------------------------------------------------
7 STOCK OPTIONS
<TABLE>
The Company has various stock option and stock bonus plans which provide
for the granting to certain employees and directors of incentive stock
options, non-qualified stock options, restricted stock and performance
awards. Options and awards have been granted at the fair market value at
the date of grant although certain plans allow for options to be granted
at an option price below fair market value. Options are exercisable not
less than six months and not more than ten years after the date of
grant. Changes in the status of options under the various plans are
summarized below:
<CAPTION>
Price Range Optioned Available
Per Share Shares for Option
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at
January 29, 1994 $22.8125 - $37.50 450,696 8,675
Available for option
under 1994
Performance Plan -- -- 500,000
Granted -- -- --
Exercised $22.8125 - $26.625 (26,459) --
Lapsed/Cancelled $26.6250 - $37.50 (24,906) 15,750
- ------------------------------------------------------------------------------------------------
Outstanding at
January 28, 1995 $22.8125 - $37.50 399,331 524,425
================================================================================================
</TABLE>
The Board of Directors has approved, subject to adoption by the
shareholders at the May, 1995 Annual Meeting, a Non-Employee Directors
Stock Plan which authorizes the issuance of up to 225,000 shares of Common
Stock. Of these, 10,000 shares will be available for annual stock grants
and the balance will be available for stock options and for stock
purchases in lieu of retainer payments.
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 28, 1995:
<CAPTION>
Capital Operating
(Dollars in thousands) Leases Leases
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
1996 $ 49 $ 8,109
1997 49 7,066
1998 49 6,156
1999 36 4,905
2000 26 3,792
Later years 123 14,503
- ------------------------------------------------------------------------------------------------
Total minimum lease payments 332 $44,531
- ------------------------------------------------------------------------------------------------
Amount representing interest 151
- ------------------------------------------------------------------------------------------------
Present value of net minimum
lease payments $181
================================================================================================
</TABLE>
<TABLE>
Rental expense for all operating leases consisted of:
<CAPTION>
(Dollars in thousands) 1995 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Minimum rentals $14,585 $13,054 $12,677
Contingent rentals 341 256 224
- ------------------------------------------------------------------------------------------------
$14,926 $13,310 $12,901
================================================================================================
</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.
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
26
<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) 1995 1994 1993 1992 1991
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES AND RENTAL SERVICE REVENUES
Rental services $244,496 $215,248 $218,466 $230,302 $200,696
Manufacturing and marketing 178,584 174,985 178,041 177,366 187,496
Retail sales 68,876 56,732 54,575 49,946 46,222
Intersegment sales (19,124) (19,837) (20,285) (23,143) (20,779)
- ------------------------------------------------------------------------------------------------
$472,832 $427,128 $430,797 $434,471 $413,635
================================================================================================
EARNINGS
Rental services $ 20,153 $ 19,011 $ 19,567 $ 28,272 $ 20,874
Manufacturing and marketing 7,003 6,962 10,150 16,388 23,884
Retail sales 6,270 4,125 4,051 3,470 3,091
Interest, corporate expenses and other, net (12,447) (12,183) (11,719) (11,561) (11,770)
Eliminations 275 145 204 (51) (169)
- ------------------------------------------------------------------------------------------------
$ 21,254 $ 18,060 $ 22,253 $ 36,518 $ 35,910
================================================================================================
ASSETS (AS OF YEAR END)
Rental services $165,499 $149,909 $144,726 $154,318 $146,846
Manufacturing and marketing 153,192 152,780 153,432 149,866 145,849
Retail sales 26,120 20,498 18,633 18,153 15,095
Corporate 8,737 9,674 9,866 12,836 8,649
- ------------------------------------------------------------------------------------------------
$353,548 $332,861 $326,657 $335,173 $316,439
================================================================================================
DEPRECIATION
Rental services $ 8,032 $ 7,833 $ 7,676 $ 7,059 $ 6,081
Manufacturing and marketing 3,775 3,751 3,645 3,527 3,205
Retail sales 1,390 1,210 1,200 1,105 968
Corporate 100 78 57 52 59
- ------------------------------------------------------------------------------------------------
$ 13,297 $ 12,872 $ 12,578 $ 11,743 $ 10,313
================================================================================================
CAPITAL ADDITIONS, NET
Rental services $ 6,454 $ 5,055 $ 7,800 $ 9,891 $ 5,674
Manufacturing and marketing 3,587 2,475 1,517 1,603 6,047
Retail sales 1,280 940 554 1,535 1,731
Corporate 145 300 28 130 85
- ------------------------------------------------------------------------------------------------
$ 11,466 $ 8,770 $ 9,899 $ 13,159 $ 13,537
================================================================================================
</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.
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
27
<PAGE> 12
- -------------------------------------------------------------------------------
10 UNAUDITED QUARTERLY FINANCIAL DATA
<TABLE>
Quarterly results for 1995 and 1994 are shown below:
<CAPTION>
Fiscal 1995 Quarter Ended
(Dollars in thousands, except per share amounts) April 30 July 30 October 29 January 28
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES AND RENTAL SERVICE REVENUES
Rental services $ 61,041 $ 59,515 $ 61,056 $ 62,884
Manufacturing and marketing 44,940 46,685 45,133 41,826
Retail sales 16,255 16,174 18,958 17,489
Intersegment sales (5,181) (4,182) (5,051) (4,710)
- ------------------------------------------------------------------------------------------------------------
117,055 118,192 120,096 117,489
- ------------------------------------------------------------------------------------------------------------
GROSS PROFIT
Rental services 13,829 12,058 13,103 12,287
Manufacturing and marketing 9,302 10,365 8,897 9,576
Retail sales 8,745 8,642 10,318 9,701
- ------------------------------------------------------------------------------------------------------------
31,876 31,065 32,318 31,564
- ------------------------------------------------------------------------------------------------------------
Net income $ 3,145 $ 3,184 $ 4,204 $ 2,538
============================================================================================================
Net income per share $ .35 $ .35 $ .46 $ .28
============================================================================================================
</TABLE>
<TABLE>
<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
============================================================================================================
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
28
<PAGE> 13
R E P O R T O F I N D E P E N D E N T
P U B L I C A C C O U N T A N T S
- -------------------------------------------------------------------------------
TO ANGELICA CORPORATION:
We have audited the accompanying consolidated balance sheets of Angelica
Corporation (a Missouri corporation) and subsidiaries as of January 28,
1995 and January 29, 1994, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years
in the period ended January 28, 1995. 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 28, 1995 and January 29,
1994, and the results of their operations and their cash flows for each
of three years in the period ended January 28, 1995, 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 LLP
St. Louis, Missouri
March 14, 1995
C O M M O N S T O C K
D A T A
- -------------------------------------------------------------------------------
<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 1995 and fiscal 1994 were as follows:
<CAPTION>
Quarter 1st 2nd 3rd 4th
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FISCAL 1995
High $ 28 1/8 $ 27 $ 28 $ 27 5/8
Low 24 1/2 24 5/8 25 5/8 25
Dividend $.235 $.235 $.235 $.235
- -------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
29
<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 28, January 29, January 30, February 1, January 26,
(Dollars in thousands, except per share amounts) 1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Combined sales and rental service revenues $472,832 $427,128 $430,797 $434,471 $413,635
Gross profit 126,823 116,199 117,297 128,015 122,737
Operating expenses and other, net,
excluding interest expense 97,663 90,695 87,524 84,505 80,553
Interest expense 7,906 7,444 7,520 6,992 6,274
Income before income taxes and cumulative effect
of accounting change 21,254 18,060 22,253 36,518 35,910
Provision for income taxes 8,183 6,909 8,450 13,848 13,814
Income before cumulative effect of accounting change 13,071 11,151 13,803 22,670 22,096
Cumulative effect of accounting change -- -- 1,984<Fa> -- --
Net income $ 13,071 $ 11,151 $ 15,787 $ 22,670 $ 22,096
- ------------------------------------------------------ ----------------------------------------------------------------------
PER SHARE DATA
Net income $ 1.44 $ 1.23 $ 1.71<Fa> $ 2.43 $ 2.37
Cash dividends paid .94 .93 .92 .89 .84
Common shareholders' equity $ 21.57 $ 21.13 $ 20.88 $ 20.43 $ 18.92
- ------------------------------------------------------ ----------------------------------------------------------------------
RATIOS
Current ratio (current assets to current liabilities) 3.2 to 1 4.0 to 1 4.7 to 1 4.2 to 1 2.9 to 1
Percent long-term debt to long-term debt and equity 26.2% 27.3% 29.2% 29.7% 24.8%
Gross profit margin 26.8% 27.2% 27.2% 29.5% 29.7%
Pre-tax profit margin 4.5% 4.2% 5.2% 8.4% 8.7%
Effective tax rate 38.5% 38.3% 38.0% 37.9% 38.5%
Net income margin 2.8% 2.6% 3.7% 5.2% 5.3%
Return on average shareholders' equity 6.7% 5.8% 8.2% 12.3% 13.0%
Return on average total assets 3.8% 3.4% 4.8% 7.0% 7.4%
- ------------------------------------------------------ ----------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $150,734 $157,188 $161,129 $160,379 $134,964
Additions to property and equipment, net 11,466 8,770 9,899 13,159 13,537
Depreciation expense 13,297 12,872 12,578 11,743 10,313
Long-term debt, less current maturities 69,683 72,255 78,175 80,506 57,782
Total assets $353,548 $332,861 $326,657 $335,173 $316,439
Average number of shares of Common Stock
outstanding 9,107,262 9,089,365 9,217,199 9,344,748 9,329,503
Number of Common shareholders of record 1,754 1,869 2,008 1,974 2,122
Approximate number of employees 9,800 9,500 9,000 9,100 9,300
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
<Fa> 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.
This information should be read in conjunction with the financial statements and notes thereto appearing elsewhere
in this report.
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
30
<PAGE> 15
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
For Years Ended January 27, January 28, January 30, January 31, January 25, January 26,
(Dollars in thousands, except per share amounts) 1990 1989 1988 1987 1986 1985
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Combined sales and rental service revenues $368,752 $328,134 $306,669 $291,704 $269,099 $246,404
Gross profit 108,150 92,629 91,648 88,956 80,866 73,778
Operating expenses and other, net,
excluding interest expense 71,837 62,784 59,552 54,540 46,033 40,341
Interest expense 5,077 2,783 1,860 2,360 2,458 2,629
Income before income taxes and cumulative effect
of accounting change 31,236 27,062 30,236 32,056 32,375 30,808
Provision for income taxes 12,022 10,420 13,001 15,355 15,216 14,480
Income before cumulative effect of accounting change 19,214 16,642 17,235 16,701 17,159 16,328
Cumulative effect of accounting change -- -- -- -- -- --
Net income $ 19,214 $ 16,642 $ 17,235 $ 16,701 $ 17,159 $ 16,328
- ------------------------------------------------------ ----------------------------------------------------------------------
PER SHARE DATA
Net income $ 2.06 $ 1.79 $ 1.85 $ 1.79 $ 1.84 $ 1.76
Cash dividends paid .77 .73 .70 .61 .59 .52
Common shareholders' equity $ 17.36 $ 16.09 $ 14.95 $ 13.78 $ 12.56 $ 11.34
- ------------------------------------------------------ ----------------------------------------------------------------------
RATIOS
Current ratio (current assets to current liabilities) 3.4 to 1 3.0 to 1 3.1 to 1 4.3 to 1 4.1 to 1 4.6 to 1
Percent long-term debt to long-term debt and equity 23.9% 11.3% 13.5% 16.4% 18.6% 19.2%
Gross profit margin 29.3% 28.2% 29.9% 30.5% 30.1% 29.9%
Pre-tax profit margin 8.5% 8.3% 9.9% 11.0% 12.0% 12.5%
Effective tax rate 38.5% 38.5% 43.0% 47.9% 47.0% 47.0%
Net income margin 5.2% 5.1% 5.6% 5.7% 6.4% 6.6%
Return on average shareholders' equity 12.3% 11.5% 12.8% 13.5% 15.3% 16.3%
Return on average total assets 7.5% 7.4% 8.4% 8.8% 9.9% 10.4%
- ------------------------------------------------------ ----------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $130,072 $104,218 $ 95,239 $101,119 $ 94,771 $ 88,094
Additions to property and equipment, net 12,922 6,312 16,835 9,880 10,310 6,244
Depreciation expense 9,360 8,513 7,617 7,104 5,901 5,386
Long-term debt, less current maturities 50,588 19,013 21,588 25,236 26,756 24,963
Total assets $279,168 $232,883 $216,441 $194,958 $183,317 $161,969
Average number of shares of Common Stock
outstanding 9,327,025 9,299,105 9,335,418 9,341,814 9,337,558 9,287,153
Number of Common shareholders of record 2,394 2,507 2,794 3,159 3,393 2,917
Approximate number of employees 8,400 7,800 7,400 7,000 6,700 6,200
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
A N G E L I C A C O R P O R A T I O N A N D S U B S I D I A R I E S
31
<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<F*> United Kingdom 100%
</TABLE>
Retail operations of the Registrant include a chain of 264 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.
<F*>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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
April 24, 1995
<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 28, 1995, 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 28th day of March, 1995.
/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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the consolidated financial statements for period ended January 28,
1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-START> JAN-30-1994
<PERIOD-END> JAN-28-1995
<CASH> 2,211
<SECURITIES> 0
<RECEIVABLES> 71,770
<ALLOWANCES> (2,699)
<INVENTORY> 143,436
<CURRENT-ASSETS> 219,917
<PP&E> 202,879
<DEPRECIATION> (105,229)
<TOTAL-ASSETS> 353,548
<CURRENT-LIABILITIES> 69,183
<BONDS> 69,683
<COMMON> 9,471
0
0
<OTHER-SE> 187,189
<TOTAL-LIABILITY-AND-EQUITY> 353,548
<SALES> 228,336
<TOTAL-REVENUES> 472,832
<CGS> 152,790
<TOTAL-COSTS> 346,009
<OTHER-EXPENSES> 96,041
<LOSS-PROVISION> 1,622
<INTEREST-EXPENSE> 7,906
<INCOME-PRETAX> 21,254
<INCOME-TAX> 8,183
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,071
<EPS-PRIMARY> 1.44
<EPS-DILUTED> 1.44
</TABLE>
<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, 1994
------------------------------------
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
<TABLE>
Financial Statements and Exhibits.
- ---------------------------------
<CAPTION>
(a) Financial Statements. Pages of this
--------------------- -------------
Form 11-K
---------
<S> <C>
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6-7
Plan Benefits - December 31, 1994 and
December 31, 1993
Statement of Changes in Net Assets 8
Available for Plan Benefits - Fiscal
Year ended December 31, 1994
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
</TABLE>
(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, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits--December 31, 1994
Statement of Net Assets Available for Plan Benefits--December 31, 1993
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1994
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for the
Year Ended December 31, 1994
-4-
<PAGE> 5
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 (the
Plan) as of December 31, 1994 and 1993, and the related statement of
changes in net assets available for plan benefits for the year ended
December 31, 1994. 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 Plan as of December 31, 1994 and 1993, and the changes
in net assets available for plan benefits for the year ended
December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for purposes
of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974 and are not a required part of the basic financial
statements. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits 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.
St. Louis, Missouri,
April 4, 1995
-5-
<PAGE> 6
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1994
-----------------
<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:
Angelica Corporation Common Stock $ 1,279,922 $ 1,279,922 $ - $ - $ -
American Balanced Fund 157,964 - 157,964 - -
Massachusetts Capital Development Fund 385,485 - 385,485 - -
Washington Mutual Investors Fund 3,567,531 - 3,567,531 - -
General American Life Insurance Company Group
Annuity Contract 5,884,545 - - 5,884,545 -
Hartford Life Insurance Company Group
Annuity Contract 4,558,070 - - 4,558,070 -
LaSalle National Income Plus Fund 1,375,337 - - 1,375,337 -
Society National Bank MGD GIC Fund 6,016,199 - - 6,016,199 -
Loans to participants 1,238,295 - - 1,238,295 -
Boatmen's Employee Benefit Short-Term Fund 199,094 27,843 24,573 144,583 2,095
------------ ----------- ----------- ------------ -------
24,662,442 1,307,765 4,135,553 19,217,029 2,095
OTHER ASSETS:
Cash on deposit with Trustee 35,309 - - 35,309 -
Contributions receivable (including employer's
contributions of $18,390) 150,331 10,044 29,849 107,828 2,610
Interest and dividends receivable 175,897 11,095 164,003 799 -
Loan payment receivable 24,773 - - 24,773 -
Other receivables 34,304 - - 34,304 -
------------ ----------- ----------- ------------ -------
Total assets 25,083,056 1,328,904 4,329,405 19,420,042 4,705
------------ ----------- ----------- ------------ -------
LIABILITIES
-----------
LIABILITIES:
Premiums payable 4,705 - - - 4,705
Other payables 74,558 32,025 4,530 38,003 -
------------ ----------- ----------- ------------ -------
Total liabilities 79,263 32,025 4,530 38,003 4,705
------------ ----------- ----------- ------------ -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 25,003,793 $ 1,296,879 $ 4,324,875 $ 19,382,039 $ -
============ =========== =========== ============ =======
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
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:
Angelica Corporation Common Stock $ 1,427,105 $ 312,021 $ 1,115,084 $ - $ - $ -
Massachusetts Capital Development Fund 470,141 - - 470,141 - -
Washington Mutual Investors Fund 2,753,463 - - 2,753,463 -
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 -
Loans to participants 1,027,739 - - - 1,027,739 -
Boatmen's Employee Benefit Short-Term Fund 167,731 388 34,209 20,421 110,214 2,499
------------ --------- ----------- ----------- ------------ -------
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
------------ --------- ----------- ----------- ------------ -------
LIABILITIES
-----------
LIABILITIES:
Premiums payable 5,483 - - - - 5,483
Other payables 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>
-7-
<PAGE> 8
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<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>
ADDITIONS:
Participant contributions $ 2,760,386 $ - $ 193,742 $ 634,026 $ 1,868,904 $ 63,714
Employer contributions 453,908 - 33,455 85,800 334,653 -
Interest income 1,203,009 - 1,925 2,814 1,198,270 -
Dividend income 285,038 - 40,540 244,498 - -
Interfund transfers - - (53,991) 366,687 (312,696) -
Rollovers 164,719 - 31,881 12,178 120,660 -
Change in unrealized appreciation
of investments (242,223) - (4,181) (238,042) - -
Net realized loss on sale
of investments (22,330) - (18,188) (4,142) - -
Other receipts 20,208 - 18,175 (158) 2,191 -
------------- --------- ----------- ----------- ------------ --------
Total additions 4,622,715 - 243,358 1,103,661 3,211,982 63,714
------------- --------- ----------- ----------- ------------ --------
DEDUCTIONS:
Participant withdrawals 1,883,710 - 91,528 162,321 1,629,861 -
Life insurance premiums 63,714 - - - - 63,714
Transfer to PAYSOP Plan 315,008 315,008 - - - -
------------- --------- ----------- ----------- ------------ --------
Total deductions 2,262,432 315,008 91,528 162,321 1,629,861 63,714
------------- --------- ----------- ----------- ------------ --------
Net increase/(decrease) 2,360,283 (315,008) 151,830 941,340 1,582,121 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 22,643,510 315,008 1,145,049 3,383,535 17,799,918 -
------------- --------- ----------- ----------- ------------ --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 25,003,793 $ - $ 1,296,879 $ 4,324,875 $ 19,382,039 $ -
============ ========= =========== =========== ============ ========
The accompanying notes are an integral part of this statement.
</TABLE>
-8-
<PAGE> 9
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
The following description of The Angelica Corporation Retirement Savings
Plan (the Plan) is provided for general information purposes only. More
complete information regarding the Plans provisions may be found in the
plan documents.
General
- -------
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.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals. 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.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Benefits
- --------
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, 1994 and 1993, the Plan had $337,648 and $2,442,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants.
-9-
<PAGE> 10
- 2 -
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.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
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
These funds are invested in Angelica Corporation Common Stock.
Mutual Fund
This fund is invested in the American Balanced Fund, the
Massachusetts Capital Development Fund and the Washington Mutual
Investors Fund.
Interest Income Fund
This fund is invested in group annuity contracts with General
American Life Insurance Company, Hartford Life Insurance Company,
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 on his or her 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.
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1994, was as follows:
<S> <C>
Company Stock Fund 430
Mutual Fund 578
Interest Income Fund 1,895
Directed Purchase of Life Insurance 142
</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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
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.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
-10-
<PAGE> 11
- 3 -
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. INVESTMENTS:
------------
The Trustee of the Plan holds the Plans investments and executes
transactions therein.
<TABLE>
The fair market value of individual assets that represent 5% or more of
the Plans net assets as of December 31, 1994 and 1993, is as follows
(in thousands):
<S> <C>
December 31, 1994:
Angelica Corporation Common Stock $1,280
Washington Mutual Investors Fund 3,568
General American Life Insurance Company Group Annuity Contact 5,885
Hartford Life Insurance Company Group Annuity Contract 4,558
LaSalle National Income Plus fund 1,375
Society National Bank MGD GIC Fund 6,016
December 31, 1993:
Angelica Corporation Common Stock $1,427
Washington Mutual Investors Fund 2,753
General American Insurance Company Group Annuity Contract 5,459
IDS Trust Company Collective Income Fund 3,575
LaSalle National Income Plus Fund 2,919
Society National Bank MGD GIC Fund 4,593
</TABLE>
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated August 31, 1994,
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 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.
5. TERMINATION OF THE PLAN:
------------------------
The Company reserves the right to terminate its participation in the
Plan as of any specified current or future date. While the Company has
no plans to terminate The Angelica Corporation Retirement Savings Plan,
the Tax Credit portion of the Company Stock Fund was rolled into a
separate plan, The Angelica Corporation Tax Credit Employee Stock
Ownership Plan (PAYSOP) and simultaneously terminated. The Company
received an IRS determination letter dated May 25, 1994, stating that
this termination does not affect the tax exempt status of the Plan.
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 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. In addition,
termination of the Plan must be approved by the Internal Revenue
Service.
-11-
<PAGE> 12
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1994
-----------------
CAPTION>
Number of
Shares or
Principal
Amount Cost Fair Value
----------- ------------ ------------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 46,322 $ 1,245,898 $ 1,279,922
Boatmen's Employee Benefit Short-Term Fund $ 27,844 27,843 27,843
------------ ------------
1,273,741 1,307,765
------------ ------------
MUTUAL FUND:
American Balanced Fund 13,163.669 160,693 157,964
Massachusetts Capital Development Fund 37,904.129 431,670 385,485
Washington Mutual Investors Fund 211,848.608 3,579,165 3,567,531
Boatmen's Employee Benefit Short-Term Fund $ 24,573 24,573 24,573
------------ ------------
4,196,101 4,135,553
------------ ------------
INTEREST INCOME FUND:
General American Life Insurance Company
Group Annuity Contract $ 5,884,545 5,884,545 5,884,545
Hartford Life Insurance Company Group
Annuity Contract $ 4,558,070 4,558,070 4,558,070
LaSalle National Income Plus Fund $ 1,375,337 1,375,337 1,375,337
Society National Bank MGD GIC Fund $ 6,016,199 6,016,199 6,016,199
Boatmen's Employee Benefit Short-Term Fund $ 144,583 144,583 144,583
Loans to participants, interest ranging
from 6.5% to 12.0% $ 1,238,295 1,238,295 1,238,295
------------ ------------
19,217,029 19,217,029
------------ ------------
DIRECTED PURCHASE OF LIFE INSURANCE:
Boatmen's Employee Benefit Short-Term Fund $ 2,095 2,095 2,095
------------ ------------
Total investments $ 24,688,966 $ 24,662,442
============ ============
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-
<PAGE> 13
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
-------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Purchases Sales
-------------------------- -------------------------------------------------------
Number of Purchase Number of Cost of Net
Description of Asset Transactions Price Transactions Sales Price Assets Gain
- -------------------- ------------ ------------ ------------ ------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Washington Mutual
Investors Fund 28 $ 1,390,911 19 $ 385,831 $ 366,953 $18,878
Hartford Life
Insurance
Company Group
Annuity Contract 2 4,528,000 - - - -
LaSalle National
Income Plus Fund 12 169,250 11 1,690,511 1,690,511 -
IDS Trust Company
Collective Income
Fund 1 18,475 17 3,745,604 3,745,604 -
Society National
Bank MGD GIC
Fund 12 1,951,038 15 843,076 843,076 -
Boatmen's Employee
Benefit Short-Term
Fund 290 10,480,612 177 10,428,565 10,428,565 -
The accompanying notes are an integral part of this schedule.
</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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 24, 1995
-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, 1994
------------------------------------
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
<TABLE>
Financial Statements and Exhibits.
- ---------------------------------
<CAPTION>
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
<S> <C>
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6-7
Plan Benefits - December 31, 1994 and
December 31, 1993
Statement of Changes in Net Assets 8
Available for Plan Benefits - Fiscal
Year ended December 31, 1994
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
</TABLE>
(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, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits--December 31, 1994
Statement of Net Assets Available for Plan Benefits--December 31, 1993
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1994
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for
the Year Ended December 31, 1994
-4-
<PAGE> 5
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 (the
Plan) as of December 31, 1994 and 1993, and the related statement of
changes in net assets available for plan benefits for the year ended
December 31, 1994. 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 Plan as of December 31, 1994 and 1993, and the changes
in net assets available for plan benefits for the year ended
December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for purposes
of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974 and are not a required part of the basic financial
statements. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits 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.
St. Louis, Missouri,
April 4, 1995
-5-
<PAGE> 6
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
Investment Funds
---------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
--------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 248 $ 248 $ - $ - $ -
Washington Mutual Investors Fund 10,955 - 10,955 - -
General American Life Insurance
Company Group Annuity Contract 193,305 - - 193,305 -
Hartford Life Insurance Company Group
Annuity Contract 214,402 - - 214,402 -
IDS Trust Company Collective Income
Fund - - - - -
Boatmen's Employee Benefit Short-Term
Fund 7,787 44 71 7,579 93
LaSalle National Income Plus Fund 55,940 - - 55,940 -
Society National Bank MGD GIC Fund 262,926 - - 262,926 -
Loans to participants 56,977 - - 56,977 -
--------- ----- -------- --------- ----
802,540 292 11,026 791,129 93
OTHER ASSETS:
Cash on deposit with Trustee 1,222 - - 1,222 -
Contributions receivable (including
employer's contribution of $788) 4,556 - 103 4,320 133
Interest and dividends receivable 432 5 397 30 -
Loan payments receivable 1,192 - - 1,192 -
--------- ----- -------- --------- ----
Total assets 809,942 297 11,526 797,893 226
LIABILITIES
PREMIUMS PAYABLE 226 - - - 226
--------- ----- -------- --------- ----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 809,716 $ 297 $ 11,526 $ 797,893 $ -
========= ===== ======== ========= ====
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
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
--------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 2,034 $ 2,034 $ - $ - $ -
Washington Mutual Investors Fund 9,171 - 9,171 - -
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 Fun 189,853 - - 189,853 -
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
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>
-7-
<PAGE> 8
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Investment Funds
----------------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
--------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 70,174 $ - $ 1,778 $ 65,739 $ 2,657
Employer contributions 13,902 - 99 13,803 -
Interest income 47,709 6 3 47,700 -
Dividend income 691 53 638 - -
Rollovers 3,568 - - 3,568 -
Change in unrealized appreciation of
investments (587) (5) (582) - -
Loss on sale of investments (170) (170) - - -
--------- ------- -------- --------- --------
135,287 (116) 1,936 130,810 2,657
--------- ------- -------- --------- --------
DEDUCTIONS:
Participant withdrawals 45,426 1,646 - 43,780 -
Life insurance premiums 2,657 - - - 2,657
--------- ------- -------- --------- --------
48,083 1,646 - 43,780 2,657
--------- ------- -------- --------- --------
Net increase/(decrease) 87,204 (1,762) 1,936 87,030 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 722,512 2,059 9,590 710,863 -
--------- ------- -------- --------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 809,716 $ 297 $ 11,526 $ 797,893 $ -
========= ======= ======== ========= ========
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 AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
The following description of The Angelica Corporation Collinwood
401(k) Plan (the Plan) is provided for general information
purposes only. More complete information regarding the Plans
provisions may be found in the plan document.
General
- -------
The Plan 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 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.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual
compensation to the Plan through payroll deferrals. The Company
provides a matching contribution of up to five cents for each
hour worked by a participant.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all
times.
Benefits
- --------
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, 1994
and 1993, the Plan had $17,082 and $-0-, respectively, in net
assets available for plan benefits that had been requested to be
paid to terminated participants.
-9-
<PAGE> 10
- 2 -
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.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant directs
his or her contributions to 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, Hartford Life Insurance Company,
LaSalle National Bank 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 on 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.
<TABLE>
The number of participants with an account balance in each fund at December
31, 1994, was as follows:
<S> <C>
Company Stock Fund 2
Interest Income Fund 171
Mutual Fund 2
Directed Purchase of Life Insurance 14
</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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
- -------------------
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.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the
Company and are not charged to the Plan.
-10-
<PAGE> 11
- 3 -
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. INVESTMENTS:
-----------
The Trustee of the Plan holds the Plans investments and executes
transactions therein.
<TABLE>
The fair market value of individual assets that represent 5% or
more of the Plans net assets as of December 31, 1994 and 1993,
are as follows (in thousands):
<S> <C>
December 31, 1994:
General American Life Insurance Company Group Annuity Contract $193
Hartford Life Insurance Company Group Annuity Contract 214
LaSalle National Income Plus Fund 56
Society National Bank MGD GIC Fund 263
Loans to participants 57
December 31, 1993:
General American Life Insurance Company Group Annuity Contract $182
IDS Trust Company Collective Income Fund 157
LaSalle National Income Plus Fund 127
Society National Bank MGD GIC Fund 190
Loans to participants 46
</TABLE>
4. INCOME TAX STATUS:
-----------------
The Company has received a determination letter dated October 7,
1992, 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 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.
5. 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 termination of the Plan, plan assets will not be 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. 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
----------------------
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- ---- -------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 9 $ 257 $ 248
Boatmen's Employee Benefit Short-Term Fund $ 44 44 44
-------- --------
301 292
-------- --------
MUTUAL FUND:
Washington Mutual Investors Fund 650,511 10,775 10,955
Boatmen's Employee Benefit Short-Term Fund $ 71 71 71
-------- --------
10,846 11,026
-------- --------
INTEREST INCOME FUND:
General American Life Insurance Company Group Annuity
Contract $193,305 193,305 193,305
Hartford Life Insurance Company Group Annuity Contract $214,402 214,402 214,402
LaSalle National Income Plus Fund $ 55,940 55,940 55,940
Society National Bank MGD GIC Fund $262,926 262,926 262,926
Boatmen's Employee Benefit Short-Term Fund $ 7,579 7,579 7,579
Loans to participants, interest ranging from 6.5% to 11.0% $ 56,977 56,977 56,977
-------- --------
791,129 791,129
-------- --------
DIRECTED PURCHASE OF LIFE INSURANCE:
Boatmen's Employee Benefit Short-Term Fund $ 93 93 93
-------- --------
Total investments $802,369 $802,540
======== ========
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-
<PAGE> 13
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
<TABLE>
ITEM 27d-SCHEDULE OF 5% REPORTABLE TRANSACTIONS
-----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Sales
Purchases -----------------------------------------------
---------------------- Net
Number of Purchase Number of Sales Cost of Gain/
Description of Asset Transactions Price Transactions Price Assets (Loss)
-------------------- ------------ -------- ------------ ----- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Hartford Life Insurance
Company Group Annuity
Contract 2 $213,000 - $ - $ - $ -
IDS Trust Company Collective
Income Fund 1 812 7 164,170 164,170 -
LaSalle National Income Plus
Fund 13 20,098 11 90,549 90,549 -
Society National Bank MGD
GIC Fund 13 76,065 8 16,999 16,999 -
Boatmen's Employee Benefit
Short-Term Fund 107 298,960 43 294,166 294,166 -
The accompanying notes are an integral part of this schedule.
</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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 24, 1995
-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, 1994
------------------------------------
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.
- ---------------------------------
<TABLE>
<CAPTION>
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
<S> <C>
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6-7
Plan Benefits - December 31, 1994 and
December 31, 1993
Statement of Changes in Net Assets 8
Available for Plan Benefits - Fiscal
Year ended December 31, 1994
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
</TABLE>
(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, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits--December 31, 1994
Statement of Net Assets Available for Plan Benefits--December 31, 1993
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1994
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for the
Year Ended December 31, 1994
-4-
<PAGE> 5
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 (the
Plan) as of December 31, 1994 and 1993, and the related statement of
changes in net assets available for plan benefits for the year ended
December 31, 1994. 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 Plan as of December 31, 1994 and 1993, and the changes
in net assets available for plan benefits for the year ended
December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for purposes
of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974 and are not a required part of the basic financial
statements. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits 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.
St. Louis, Missouri,
April 4, 1995
-5-
<PAGE> 6
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
Investment Funds
---------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
--------- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 3,702 $ 3,702 $ - $ - $ -
Massachusetts Capital Development
Fund 1,009 - 1,009 - -
Washington Mutual Investors Fund 893 - 893 - -
General American Life Insurance
Company Group Annuity Contract 116,073 - - 116,073 -
Hartford Life Insurance Company
Group Annuity Contract 134,867 - - 134,867 -
LaSalle National Income Plus Fund 27,223 - - 27,223 -
Society National Bank MGD GIC Fund 139,472 - - 139,472 -
Boatmen's Employee Benefit
Short-Term Fund 8,547 59 287 8,184 17
Loans to participants 21,162 - - 21,162 -
--------- ------- ------- --------- -----
452,948 3,761 2,189 446,981 17
OTHER ASSETS:
Cash on deposit with Trustee 20 - - 20 -
Contributions receivable
(including employer's
contributions of 814) 5,014 42 55 4,891 26
Interest and dividends receivable 135 31 37 67 -
Loan payments receivable 728 - - 728 -
Other receivables 2,467 - - 2,467 -
--------- ------- ------- --------- -----
Total assets 461,312 3,834 2,281 455,154 43
--------- ------- ------- --------- -----
LIABILITIES
-----------
PREMIUMS PAYABLE 43 - - - 43
--------- ------- ------- --------- -----
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 461,269 $ 3,834 $ 2,281 $ 455,154 $ -
========= ======= ======= ========= =====
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
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
--------- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 3,023 $ 3,023 $ - $ - $ -
Massachusetts Capital Development Fund 1,026 - 1,026 - -
Washington Mutual Investors Fund 1,119 - 1,119 - -
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 -
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 payments receivable 635 - - 635 -
--------- ------- ------- --------- ----
Total assets 435,825 3,187 2,359 430,236 43
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>
-7-
<PAGE> 8
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Investment Funds
----------------------------------------
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
--------- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 52,323 $ 400 $ 317 $ 51,090 $ 516
Employer contributions 9,748 81 47 9,620 -
Interest income 29,057 6 5 29,046 -
Dividend income 172 112 60 - -
Rollovers 3,566 178 - 3,388 -
Change in unrealized appreciation
of investments (218) (34) (184) - -
Loss on sale of investments (31) (13) (18) - -
--------- ------- ------- --------- -----
94,617 730 227 93,144 516
--------- ------- ------- --------- -----
DEDUCTIONS:
Participant withdrawals 68,614 83 305 68,226 -
Life insurance premiums 516 - - - 516
--------- ------- ------- --------- -----
69,130 83 305 68,226 516
--------- ------- ------- --------- -----
Net increase/(decrease) 25,487 647 (78) 24,918 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 435,782 3,187 2,359 430,236 -
--------- ------- ------- --------- -----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 461,269 $ 3,834 $ 2,281 $ 455,154 $ -
========= ======= ======= ========= =====
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 AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
The following description of The Angelica Corporation Savannah 401(k)
Plan (the Plan) is provided for general information purposes only. More
complete information regarding the Plans provisions may be found in the
plan document.
General
- -------
The Plan 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 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.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals. The Company provides a matching
contribution of up to five cents for each hour worked by a participant.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Benefits
- --------
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, 1994 and 1993, the Plan had $229 and $-0-,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants.
-9-
<PAGE> 10
- 2 -
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.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant directs his or her
contributions to 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 Massachusetts Capital Development
Fund and the Washington Mutual Investors Fund.
Interest Income Fund
This fund is invested in group annuity contracts with General
American Life Insurance Company, Hartford Life Insurance
Company, LaSalle National Bank and Society National Bank.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of his or
her contributions to purchase insurance on 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.
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1994, was as follows:
<CAPTION>
<S> <C>
Company Stock Fund 9
Mutual Fund 3
Interest Income Fund 132
Directed Purchase of Life Insurance 3
</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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
- -------------------
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.
-10-
<PAGE> 11
- 3 -
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. INVESTMENTS:
-----------
The Trustee of the Plan holds the Plans investments and executes
transactions therein.
<TABLE>
The fair market value of individual assets that represent 5% or more of
the Plans net assets as of December 31, 1994 and 1993, is as follows
(in thousands):
<CAPTION>
<S> <C>
December 31, 1994:
General American Life Insurance Company Group Annuity Contract $116
Hartford Life Insurance Company Group Annuity Contract 135
LaSalle National Income Plus fund 27
Society National Bank MGD GIC Fund 139
December 31, 1993:
General American Life Insurance Company Group Annuity Contract $124
IDS Trust Company Collective Income Fund 104
LaSalle National Income Plus Fund 62
Society National Bank MGD GIC Fund 111
</TABLE>
4. INCOME TAX STATUS:
-----------------
The Company has received a determination letter dated October 6, 1992,
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 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.
5. 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 termination of the Plan, plan assets will not be 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. In
addition, termination of the Plan must be approved by the Internal
Revenue Service.
-11-
<PAGE> 12
<TABLE>
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- --------- ---------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 134 $ 3,706 $ 3,702
Boatmen's Employee Benefit Short-Term Fund $ 59 59 59
--------- ---------
3,765 3,761
--------- ---------
MUTUAL FUND:
Massachusetts Capital Development Fund 99.241 1,212 1,009
Washington Mutual Investors Fund 53.038 902 893
Boatmen's Employee Benefit Short-Term Fund $ 287 287 287
--------- ---------
2,401 2,189
--------- ---------
INTEREST INCOME FUND:
General American Life Insurance Company
Group Annuity Contract $116,073 116,073 116,073
Hartford Life Insurance Company
Group Annuity Contract $134,867 134,867 134,867
LaSalle National Income Plus Fund $ 27,223 27,223 27,223
Society National Bank MGD GIC Fund $139,472 139,472 139,472
Boatmen's Employee Benefit Short-Term Fund $ 8,184 8,184 8,184
Loans to participants, interest ranging
from 6.5% to 11.0% $ 21,162 21,162 21,162
--------- ---------
446,981 446,981
--------- ---------
DIRECTED PURCHASE OF LIFE INSURANCE:
Boatmen's Employee Benefit Short-Term Fund $ 17 17 17
--------- ---------
Total investments $ 453,164 $ 452,948
========= =========
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE> 13
<TABLE>
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
-------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Sales
Purchases -------------------------------------------
----------------------- Net
Number of Purchase Number of Sales Cost of Gain/
Description of Asset Transactions Price Transactions Price Assets (Loss)
-------------------- ------------ -------- ------------ ----- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Hartford Life Insurance
Company Group Annuity
Contract 2 $134,000 - $ - $ - $ -
IDS Trust Company Collective
Income Fund 1 545 6 108,968 108,968 -
LaSalle National Income
Plus Fund 12 3,631 9 38,093 38,093 -
Society National Bank
MGD GIC Fund 11 49,214 8 28,694 28,694 -
Boatmen's Employee Benefit
Short-Term Fund 115 201,370 56 193,623 193,623 -
The accompanying notes are an integral part of this schedule.
</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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 24, 1995
-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, 1994
------------------------------------
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.
- ---------------------------------
<TABLE>
<CAPTION>
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
<S> <C>
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6-7
Plan Benefits - December 31, 1994 and
December 31, 1993
Statement of Changes in Net Assets 8
Available for Plan Benefits - Fiscal
Year ended December 31, 1994
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
</TABLE>
(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, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits--December 31, 1994
Statement of Net Assets Available for Plan Benefits--December 31, 1993
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1994
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for the
Year Ended December 31, 1994
-4-
<PAGE> 5
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
(the Plan) as of December 31, 1994 and 1993, and the related statement
of changes in net assets available for plan benefits for the year ended
December 31, 1994. 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 Plan as of December 31, 1994 and 1993, and the changes
in net assets available for plan benefits for the year ended
December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for purposes
of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosures under the Employee Retirement Income Security
Act of 1974 and are not a required part of the basic financial
statements. The fund information in the statements of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits 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.
St. Louis, Missouri,
April 4, 1995
-5-
<PAGE> 6
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
Investment Funds
--------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
--------- ------- ------ --------
<S> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 21,409 $ 21,409 $ - $ -
Washington Mutual Investors Fund 10,552 - 10,552 -
Hartford Life Insurance Group Annuity Contract 55,323 - - 55,323
Society National Bank MGD GIC Fund 104,098 - - 104,098
Boatmen's Employee Benefit Short-Term Fund 4,957 58 178 4,721
Loans to participants 3,169 - - 3,169
--------- -------- -------- ---------
199,508 21,467 10,730 167,311
OTHER ASSETS:
Cash on deposit with Trustee 77 - - 77
Contributions receivable 3,960 415 260 3,285
Interest and dividends receivable 577 179 383 15
Loan payments receivable 77 - - 77
--------- -------- -------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 204,199 $ 22,061 $ 11,373 $ 170,765
========= ======== ======== =========
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 NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1993
-----------------
<CAPTION>
Investment Funds
--------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
--------- ------- ------ --------
<S> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 15,255 $ 15,255 $ - $ -
Washington Mutual Investors Fund 7,540 - 7,540 -
IDS Trust Company Collective Income Fund 55,099 - - 55,099
Society National Bank MGD GIC Fund 53,663 - - 53,663
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>
-7-
<PAGE> 8
<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, 1994
------------------------------------
<CAPTION>
Investment Funds
--------------------------------
Company Interest
Stock Mutual Income
Total Fund Fund Fund
--------- ------- ------ --------
<S> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 71,758 $ 7,357 $ 4,719 $ 59,682
Interest income 7,719 30 13 7,676
Dividend income 1,250 645 605 -
Interfund transfers - (1,460) (1,234) 2,694
Change in unrealized appreciation
of investments (468) 60 (528) -
Net realized loss on sale of
investments (144) (115) (29) -
--------- -------- -------- ---------
80,115 6,517 3,546 70,052
DEDUCTION- Participant withdrawals 15,269 646 405 14,218
--------- -------- -------- ---------
Net increase 64,846 5,871 3,141 55,834
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 139,353 16,190 8,232 114,931
--------- -------- -------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $ 204,199 $ 22,061 $ 11,373 $ 170,765
========= ======== ======== =========
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 AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
1. DESCRIPTION OF PLAN:
-------------------
The following description of The Angelica Corporation Missouri Plants
401(k) Plan (the Plan) is provided for general information purposes
only. More complete information regarding the Plans provisions may be
found in the plan document.
General
- -------
The Plan 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 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.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals.
Vesting
- -------
The salary deferral contributions of each participant's account are
fully vested and nonforfeitable at all times.
Benefits
- --------
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, 1994 and 1993, the Plan had $1,334 and $57,
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.
-9-
<PAGE> 10
- 2 -
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant directs his or her
contributions to 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 Hartford
Life Insurance Company and Society National Bank.
<TABLE>
The number of participants with an account balance in each fund at
December 31, 1994, was as follows:
<CAPTION>
<S> <C>
Company Stock Fund 33
Mutual Fund 16
Interest Income Fund 115
</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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
- -------------------
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.
Investments in group annuity contracts are stated at contract value.
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. INVESTMENTS:
-----------
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
-10-
<PAGE> 11
- 3 -
<TABLE>
The fair market value of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1994 and 1993, is as follows
(in thousands):
<CAPTION>
<S> <C>
December 31, 1994:
Angelica Corporation Common Stock $ 21
Washington Mutual Investors Fund 11
Hartford Life Insurance Group Annuity Contract 55
Society National Bank MGD GIC Fund 104
December 31, 1993:
Angelica Corporation Common Stock $ 15
Washington Mutual Investors Fund 8
IDS Trust Company Collective Income Fund 55
Society National Bank MGD GIC Fund 54
</TABLE>
4. INCOME TAX STATUS:
-----------------
The Company has received a determination letter dated October 6, 1992,
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 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.
5. 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 termination of the Plan, plan assets will not be 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. In
addition, termination of the Plan must be approved by the Internal
Revenue Service.
-11-
<PAGE> 12
<TABLE>
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- --------- ---------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock 775 $ 20,193 $ 21,409
Boatmen's Employee Benefit Short-Term Fund $ 58 58 58
--------- ---------
20,251 21,467
--------- ---------
MUTUAL FUND:
Washington Mutual Investors Fund 626.590 10,884 10,552
Boatmen's Employee Benefit Short-Term Fund $ 178 178 178
--------- ---------
11,062 10,730
--------- ---------
INTEREST INCOME FUND:
Hartford Life Insurance Group Annuity Contract $ 55,323 55,323 55,323
Society National Bank MGD GIC Fund $104,098 104,098 104,098
Boatmen's Employee Benefit Short-Term Fund $ 4,721 4,721 4,721
Loans to participants, interest ranging
from 6.5% to 11.0% $ 3,169 3,169 3,169
--------- ---------
167,311 167,311
--------- ---------
Total investments $ 198,624 $ 199,508
========= =========
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-
<PAGE> 13
<TABLE>
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
-------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Purchases Sales
----------------------- -----------------------------------------
Number of Purchase Number of Sales Cost of Net
Transactions Price Transactions Price Assets Gain
------------ -------- ------------ ----- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Angelica Corporation
Common Stock 17 $ 8,336 5 $ 2,127 $ 2,104 $23
Hartford Life Insurance Group
Annuity Contract 2 55,000 - - - -
IDS Trust Company Collective
Income Fund 1 285 6 57,395 57,395 -
Society National Bank MGD
GIC Fund 12 57,921 8 12,189 12,189 -
Boatmen's Employee Benefit
Short-Term Fund 115 127,293 56 125,253 125,253 -
The accompanying notes are an integral part of this schedule.
</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 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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 24, 1995
-14-
<PAGE> 1
Exhibit 99.5
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, 1994
------------------------------------
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:
ANGELICA CORPORATION
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
("PAYSOP 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
<TABLE>
Financial Statements and Exhibits.
- ---------------------------------
<CAPTION>
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
<S> <C>
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6
Plan Benefits - December 31, 1994
Statement of Changes in Net Assets 7
Available for Plan Benefits - Fiscal
Year ended December 31, 1994
Notes to Financial Statements 8-10
Schedule I 11
Schedule II 12
</TABLE>
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE> 3
ANGELICA CORPORATION
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1994
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE> 4
ANGELICA CORPORATION
--------------------
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
----------------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1994
-----------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits--December 31,
1994
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1994
Schedule II: Item 27d - Schedule of 5% Reportable Transactions
for the Year Ended December 31, 1994
-4-
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statement of net assets available
for plan benefits of the Angelica Corporation Tax Credit Employee
Stock Ownership Plan (the Plan) as of December 31, 1994, and the
related statement of changes in net assets available for plan
benefits for the year 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 audit.
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 Plan as of December 31, 1994, and the changes
in net assets available for plan benefits for the year 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, as listed in the accompanying table of contents, are
presented for purposes of complying with the Department of Labor
Rules and Regulations for Reporting and Disclosures under the
Employee Retirement Income Security Act of 1974 and are not a
required part of the basic financial statements. 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.
St. Louis, Missouri,
April 4, 1995
-5-
<PAGE> 6
ANGELICA CORPORATION
--------------------
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
----------------------------------------
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
ASSETS
------
<S> <C>
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 40,830
Boatmen's Employee Benefit Short-Term Fund 2,173
--------
43,003
OTHER ASSETS:
Interest and dividends receivable 577
--------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 43,580
========
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE> 7
ANGELICA CORPORATION
--------------------
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<S> <C>
ADDITIONS:
Interest income $ 1,005
Dividend income 7,887
Transfer from The Angelica Corporation Retirement Savings Plan 315,008
Change in unrealized appreciation of investments (1,266)
Net realized loss on sale of investments (11,344)
---------
311,290
DEDUCTION- Participant withdrawals 267,710
---------
Net increase 43,580
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR -
---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 43,580
=========
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE> 8
ANGELICA CORPORATION
--------------------
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
----------------------------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1994
-----------------
1. DESCRIPTION OF PLAN:
-------------------
The following description of the Angelica Corporation Tax Credit
Employee Stock Ownership Plan (the Plan) is provided for general
information purposes only. More complete information regarding
the Plans provisions may be found in the plan document.
General
- -------
The Plan was adopted by the Board of Directors of Angelica
Corporation (the Company) as a fund within The Angelica
Corporation Retirement Savings Plan (the RSP) on February 1, 1984.
The RSP was amended and restated on January 27, 1985. The RSPs
purpose was to provide participants with a retirement benefit so
as to provide supplementary retirement income and a measure of
economic security.
Under the employee stock ownership arrangement established by the
RSP, the Company contributed cash equal to that percentage of the
total annual compensation to all participants and all other
employees eligible to participate in the RSP 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 RSP. The common stock was held in a separate
fund, the PAYSOP fund, within the RSP. Upon discontinuance of the
Company contribution, no more participants were allowed into the
PAYSOP fund, and the only activity was payouts and rollovers out
of the PAYSOP fund.
As of January 1, 1994, the Company transferred the PAYSOP fund
from the RSP to its own separate plan, the Plan. The equity
remaining in the Plan as of December 31, 1994, represents
participants shares which were not paid out or rolled over into
another plan as of year-end. See Note 5 for further discussion of
termination of the Plan.
The Company is the Plan Administrator and the assets of the Plan
are held in trust by Boatmens Trust Company (the Trustee).
Eligible Participants
- ---------------------
The participating employers in the PAYSOP 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, were eligible to participate in the PAYSOP
Plan prior to its termination.
Contributions
- -------------
No contributions are currently allowed to be made into the Plan.
-8-
<PAGE> 9
- 2 -
Vesting
- -------
The Companys tax credit contribution became fully vested and
nonforfeitable when the contribution was allocated to the
participants accounts upon contribution by the Company.
Benefits
- --------
Prior to termination, participants were 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. As of December 31, 1994, the Plan had $16,712 in net
assets available for plan benefits that had been requested to be
paid to terminated participants.
There were 125 participants with an account balance in PAYSOP at
December 31, 1994.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
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.
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. INVESTMENTS:
------------
The Trustee of the Plan holds the Plans investments and executes
transactions therein.
<TABLE>
The fair market value of individual assets that represent 5% or
more of the Plans net assets as of December 31, 1994, is as
follows (in thousands):
<S> <C>
Angelica Corporation Common Stock $41
Boatmens Employee Benefit Short-Term Fund 2
</TABLE>
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated August 31,
1994, 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
employer 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.
-9-
<PAGE> 10
- 3 -
5. TERMINATION OF THE PLAN:
------------------------
As discussed in Note 1, as of January 1, 1994, all funds of the
Plan were transferred from the RSP into the Plan. The Company
informed the participants that all stock of the Plan will be
distributed via cash or shares. All participants were informed as
to their different distribution options and the related tax
effects of each option. As of December 31, 1994, the equity in
the Plan represents shares belonging to employees who had not yet
made a distribution election.
The Company received a determination letter dated August 31, 1994,
from the Internal Revenue Service approving the termination.
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 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.
-10-
<PAGE> 11
SCHEDULE I
ANGELICA CORPORATION
--------------------
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
----------------------------------------
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1994
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- -------- --------
<S> <C> <C> <C>
Angelica Corporation Common Stock 1,478 $ 40,148 $ 40,830
Boatmen's Employee Benefit
Short-Term Fund $2,173 2,173 2,173
-------- --------
Total investments $ 42,321 $ 43,003
======== ========
The accompanying notes are an integral part of this schedule.
</TABLE>
-11-
<PAGE> 12
SCHEDULE II
ANGELICA CORPORATION
--------------------
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
----------------------------------------
<TABLE>
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS
-------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<CAPTION>
Purchases Sales
-------------------------- -------------------------------------------------
Number of Purchase Number of Sales Cost of Net
Description of Asset Transactions Price Transactions Price Assets Loss
-------------------- ------------ ---------- ------------ -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Angelica Corporation
Common Stock 12 $ 7,571 20 $231,302 $ 232,642 $(1,340)
Boatmen's Employee
Benefit Short-Term Fund 69 231,186 39 229,402 229,402 -
The accompanying notes are an integral part of this schedule.
</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 Tax Credit
Employee Stock Ownership Plan ("PAYSOP 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 LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 24, 1995
-13-
