<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Angelica Corporation
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Angelica Corporation
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
---------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
A N G E L I C A
C O R P O R A T I O N
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1995
The Annual Meeting of Shareholders of Angelica Corporation will be
held at the Saint Louis Club, 14th Floor, 7701 Forsyth Boulevard,
Clayton, Missouri, on Tuesday, May 23, 1995 at 10:00 a.m. local time,
for the following purposes:
1. To elect two Directors for terms expiring at the 1998 Annual
Meeting, or until their successors have been duly elected and
qualified.
2. To adopt and approve the Angelica Corporation 1994 Non-Employee
Directors Stock Plan.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The record date for determining shareholders entitled to notice of
and to vote at the meeting is April 3, 1995.
By Order of the Board of Directors
JILL WITTER, Secretary
April 14, 1995
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN
AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE> 3
A N G E L I C A
C O R P O R A T I O N
PROXY STATEMENT
Angelica Corporation (the "Company") has furnished this Proxy
Statement to its shareholders in connection with a solicitation of
proxies by the Company's Board of Directors. The proxies solicited are
to be used at the Company's Annual Meeting of Shareholders on May 23,
1995, for the purposes described in the accompanying Notice of Annual
Meeting of Shareholders.
Shares represented by a properly completed and returned proxy will be
voted in accordance with the shareholder's directions on the proxy. If
no directions are given on the proxy, the shares will be voted as
recommended by the Board of Directors. A proxy may be revoked at any
time before it is voted by giving written notice to the Company's
Secretary, by executing a later dated proxy or by appearing in person
at the meeting and so advising the inspectors of the voting.
This Proxy Statement and the accompanying proxy were mailed to
shareholders on or about April 14, 1995.
GENERAL INFORMATION
The only securities entitled to vote at the meeting are the
outstanding shares of the Company's Common Stock (the "Common Stock")
and the Series 1 Class A Preferred Stock. As of April 3, 1995, the
record date for the Annual Meeting, there were 9,134,194 shares of
Common Stock and 128 shares of Series 1 Class A Preferred Stock
outstanding, which shares vote as a single class on the matters to be
considered.
Each shareholder is entitled to one vote per share on each matter to
be considered at the meeting. Shares subject to abstentions will be
treated as shares that are represented at the 1995 Annual Meeting for
purposes of determining the presence of a quorum and as voted for
purposes of determining the approval of the shareholders on a
particular proposal unless otherwise stated in the disclosure regarding
such proposal. Shares for which a broker indicates it has no
discretionary authority to vote and which are not otherwise voted by
such broker on a routine matter or matters requiring no prior
authorization or direction of the beneficial owner will not be
considered represented at the 1995 Annual Meeting for purposes of
determining the presence of a quorum or the approval of the
shareholders on a particular proposal. Shares that are voted by a
broker on a routine matter but for which such broker has no
authorization or direction to vote on a nonroutine matter will be
considered as represented at the meeting for the determination of a
quorum but as not represented or voting for purposes of determining
shareholder approval on such nonroutine matter.
1. ELECTION OF DIRECTORS
The Company's Board of Directors consists of eight members classified
into two groups of three members each and one group of two members. Two
Directors will be elected to serve three-year terms expiring in 1998,
or until their successors are elected and qualified. Unless authority
to vote is withheld, proxies will be voted for the election of both of
the nominees listed below, each of whom is presently a member of the
Board. The two nominees to the terms expiring in 1998 who receive the
highest total number of votes cast will be elected as Directors. Should
any nominee listed below become unavailable for any reason before the
meeting, proxies will be voted for a substitute person to be selected
by the Board of Directors unless the Board elects to reduce the number
of Directors.
2
<PAGE> 4
INFORMATION ABOUT NOMINEES FOR DIRECTORS
THREE-YEAR TERMS EXPIRING IN 1998
H. EDWIN TRUSHEIM - Retired Chairman of the Board of General American
Life Insurance Company since January, 1995. Mr. Trusheim served as
Chairman of the Board of General American Life Insurance Company from
May, 1992 to January, 1995 and as Chairman of the Board and Chief
Executive Officer from 1986 to May, 1992. Director: Laclede Gas
Company, RehabCare Corporation, Reinsurance Group of America
Incorporated, and Venture Stores, Inc.; Director of the Company since
1980; Age 67.
LAWRENCE J. YOUNG - Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Young has served as Chairman of
the Board since November 1, 1990, Chief Executive Officer since
November 1, 1989, and President since 1988. He was Chief Operating
Officer from 1988 to November 1, 1989. Director: Venture Stores, Inc.
and Boatmen's National Bank of St. Louis; Director of the Company since
1988; Age 50.
INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE
THREE-YEAR TERMS EXPIRING IN 1997
LESLIE F. LOEWE - Chairman Emeritus since November 1, 1990, Chairman of
the Board from 1984 to November 1, 1990 and Chief Executive Officer of
the Company from 1980 until November 1, 1989. Director: Medicine Shoppe
International, Inc.; Director of the Company since 1980; Age 73.
ELLIOT H. STEIN - Chairman Emeritus of Stifel Financial Corp.
(financial holding company) since 1988 and Chairman of the Board from
1986 to 1988. Director: D & K Wholesale Drug, Inc., and West Indies
Sugar Company; Director of the Company since 1958; Age 76.
WILLIAM P. STIRITZ - President, Chief Executive Officer and Chairman of
the Board of Ralston Purina Company (producer of pet foods, fresh baked
products and batteries, as well as other consumer food products).
Director: Ball Corporation, Boatmen's Bancshares, Inc., The May
Department Stores Company and Reinsurance Group of America
Incorporated; Director of the Company since 1983; Age 60.
THREE-YEAR TERMS EXPIRING IN 1996
EARLE H. HARBISON, JR. - Chairman of Harbison Walker, Inc.
(manufacturer of molded plastic containers) since October, 1993. Mr.
Harbison retired from Monsanto Company where he had been a member of
the Board of Directors since 1986, Chairman of the Executive Committee
from January to September, 1993, and President and Chief Operating
Officer from 1986 to January, 1993. Director: Merrill Lynch and Co. and
Right Choice Inc.; Director of the Company since 1986; Age 66.
LEE M. LIBERMAN - Chairman Emeritus of Laclede Gas Company (gas public
utility) since February, 1994. Mr. Liberman also served as Chairman of
the Board of Laclede from 1976 through January, 1994 and as Chief
Executive Officer from 1976 to July, 1991. Director: Boatmen's
Bancshares, Inc., CPI Corp., DT Industries, Inc., Falcon Products,
Inc., Insituform Mid-America, Inc., and Interco Incorporated; Director
of the Company since 1978; Age 73.
MARTIN SNEIDER - President of Edison Brothers Stores, Inc. since 1987
and a member of its Board of Directors since 1978. Director: CPI Corp.;
Director of the Company since January, 1994; Age 52.
3
<PAGE> 5
COMPENSATION OF DIRECTORS AND OTHER INFORMATION CONCERNING THE BOARD
AND ITS COMMITTEES
Employee Directors receive no additional compensation for service on
the Board of Directors or its Committees. Directors who are not
employees of the Company were paid during the fiscal year ended January
28, 1995, an annual fee of $16,000 plus $1,000 for each Board meeting
attended, $450 for each telephonic Board meeting and $700 for each
Committee meeting in which he participated.
Pursuant to the Non-Employee Directors Stock Plan, each non-employee
Director was entitled to receive 100 shares of Common Stock of the
Company each year. In addition, new non-employee Directors received,
upon their election, 400 shares of Common Stock. Stock granted under
the plan is forfeitable until earned out pursuant to a schedule based
upon years of participation in the plan and the Director's age at the
time of entering the plan. The plan terminated on July 24, 1994 as it
related to future participation. Stock previously granted under the
plan is still subject to be earned out pursuant to the schedule and can
be forfeited. The Board of Directors has approved, subject to adoption
by the Company's shareholders at this meeting, the Angelica Corporation
1994 Non-Employee Directors Stock Plan, which is described in detail in
Section 2 of this Proxy Statement.
All Directors participate in either the Deferred Compensation Option
Plan for Directors or the Deferred Compensation Option Plan for
Selected Management Employees. Directors may defer $5,000 to $10,000 of
Board meeting and Committee meeting fees annually for a period of
years, not to exceed four, after becoming a participant. In
consideration of the compensation deferred, and subject to certain
conditions, participants are entitled to receive supplemental
retirement or survivor benefit payments over a 15-year period. The
amount of such benefit is related to the amount of compensation
deferred and certain actuarial factors.
The Board of Directors has standing Audit, Compensation and
Organization, and Nominating Committees. All members of the Audit, the
Compensation and Organization and the Nominating Committees are non-
employee Directors.
The Audit Committee consists of four Directors: Lee M. Liberman
(Chairman), Earle H. Harbison, Jr., Martin Sneider, and H. Edwin
Trusheim. During the last fiscal year, the Committee held four
meetings. The Committee's principal functions are: to recommend to the
Board the employment of the Company's independent auditors; to approve
the scope of the auditors' work and to review the results of that work;
to review with management and the auditors the Company's quarterly and
annual results; to review and approve the auditors' fees; to review the
Company's internal auditing procedures and accounting controls; to
approve any non-audit service rendered by the auditors to the Company;
and to monitor compliance with the Company's Code of Conduct.
The Compensation and Organization Committee consists of four
Directors: H. Edwin Trusheim (Chairman), Lee M. Liberman, Elliot H.
Stein, and William P. Stiritz. During the last fiscal year, the
Committee held two meetings. The Committee's principal functions are:
to determine the compensation of the Chief Executive Officer and
certain other executive officers; to review and approve management's
recommendations as to the compensation of other officers and managerial
employees; to recommend contracts for officers and certain managerial
employees; to evaluate the Company's senior management and recommend
changes as appropriate; and to review and approve certain of the
Company's major employee compensation and benefit plans.
The Nominating Committee consists of four Directors: Elliot H. Stein
(Chairman), Leslie F. Loewe, Earle H. Harbison, Jr., and William P.
Stiritz. During the last fiscal year, the Committee held one meeting.
The Committee's principal functions are: to recommend nominees for
election as Directors of the Company; to recommend nominees for Board
committee appointment; and to recommend candidates for appointment as
corporate officers. The Committee will consider any nominee for
Director recommended by a shareholder who submits a notice of
nomination to the Company at least 30 days but not more than 60 days
prior to the Annual Meeting of Shareholders. Such notice shall contain
appropriate data with respect to the suggested candidate as required
pursuant to the Company's By-Laws.
4
<PAGE> 6
The Board of Directors met a total of nine times during the fiscal
year ended January 28, 1995. All but one of the Directors attended at
least 75% of the total meetings held by the Board and its respective
committees, and which each respective Director was eligible to attend,
during the fiscal year. Because of business-related conflicts, Mr.
Harbison attended fewer than 75% of the aggregate of such meetings.
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table shows the shares of Common Stock beneficially
owned by persons known by the Company to own 5% or more of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
BENEFICIALLY OWNED DIRECTLY
OR INDIRECTLY
---------------------------------
NAME AND ADDRESS PERCENT
OF BENEFICIAL OWNER COMMON STOCK OF CLASS
------------------- ------------ --------
<S> <C> <C>
Ariel Capital Management, Inc.<F1>............................ 1,691,825 18.5%
307 N. Michigan Avenue
Chicago, Illinois 60601
First Pacific Advisors, Inc.<F2>.............................. 668,500 7.3%
11400 W. Olympic Boulevard
Los Angeles, CA 90064
Systematic Financial Management, Inc.<F3>..................... 1,080,695 11.8%
Two Executive Drive
Fort Lee, NJ 07024
<FN>
- -----
<F1> Stated information was furnished by Ariel Capital Management Inc.
as of January 28, 1995. Ariel Capital Management, Inc., an
investment advisor, has sole voting power as to 1,465,580 shares,
shared voting power as to 13,100 shares, and sole dispositive power
as to 1,691,825 shares.
<F2> Stated information is based on a Schedule 13G, dated February 13,
1995, filed with the Securities and Exchange Commission. First
Pacific Advisors, Inc., an investment advisor, has shared voting
power as to 182,500 shares and shared dispositive power as to
668,500 shares.
<F3> Stated information is based on a Schedule 13G, dated February 10,
1995, filed with the Securities and Exchange Commission. Systematic
Financial Management, Inc. ("Systematic") beneficially owns
1,056,795 shares; Cash Flow Investors, Inc. ("CFI") beneficially
owns 23,900 shares. Kenneth S. Hackel is a Parent Holding Company
of these Investment Advisors and disclaims beneficial ownership of
the shares owned by Systematic and CFI. Systematic has shared
voting power as to 81,080 shares and sole dispositive power as to
1,056,795 shares. CFI has shared voting power and sole dispositive
power as to 23,900 shares. Each disclaims beneficial ownership of
the other's shares.
</TABLE>
5
<PAGE> 7
The following table shows, as of April 3, 1995, the shares of Common
Stock beneficially owned by each person who is a Director or a named
executive officer and all persons as a group who were Directors or
executive officers as of that date. Except as otherwise noted, each
such person has sole voting and investment power as to his or her
shares. Each Director and named executive officer owns less than 1%,
and all executive officers and Directors as a group own 2.4% of the
outstanding shares of Common Stock plus options that are exercisable
within 60 days after April 3, 1995. No Director or executive officer
owns any shares of Series 1 Class A Preferred Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY
OWNED DIRECTLY OR INDIRECTLY
AS OF APRIL 3, 1995
-------------------------------------------
OBTAINABLE
THROUGH
STOCK OPTION
OWNED<F1> EXERCISE<F2> TOTAL
--------- ------------- -----
<S> <C> <C> <C>
Theodore M. Armstrong.................................. 8,162<F3> 22,000 30,162
Michael E. Burnham..................................... 2,562<F4> 9,100 11,662
Gene P. Byrd........................................... 3,881 19,800 23,681
Earle H. Harbison, Jr.................................. 1,150 - 1,150
Lee M. Liberman........................................ 2,050 - 2,050
Leslie F. Loewe........................................ 27,195<F5> - 27,195
Martin Sneider......................................... 500 - 500
Elliot H. Stein........................................ 19,485<F6> - 19,485
William P. Stiritz..................................... 1,300 - 1,300
H. Edwin Trusheim...................................... 1,500 - 1,500
Alan D. Wilson......................................... 2,274 4,600 6,874
Lawrence J. Young...................................... 25,100 39,000 64,100
All Executive Officers and Directors as a group
(16 persons).......................................... 101,226 120,300 221,526
<FN>
- -----
<F1> Includes 1,050 shares for Mr. Harbison, 1,450 shares for Mr.
Liberman, 500 shares for Mr. Sneider, 2,450 shares for Mr. Stein,
1,200 shares for Mr. Stiritz, and 1,350 shares for Mr. Trusheim all
held under the Company's Non-Employee Directors Stock Plan. With
respect to such shares, non-employee Directors have sole voting
power and no current investment power, except for 525 shares held
by Mr. Harbison, the 1,450 shares held by Mr. Liberman, the 2,450
shares held by Mr. Stein, and the 675 shares held by Mr. Trusheim
which are nonforfeitable.
<F2> Stock options exercisable within 60 days after April 3, 1995.
<F3> Mr. Armstrong disclaims beneficial ownership of 200 shares included
above which are held by a trust for his father of which he is
co-trustee.
<F4> Mr. Burnham disclaims beneficial ownership of 120 shares included
above which are held by his spouse as custodian for their children.
<F5> Mr. Loewe disclaims beneficial ownership of 6,945 shares included
above which are owned by his wife.
<F6> This total includes 16,354 shares held by Mr. Stein as a co-trustee
of various trusts for beneficiaries who are unrelated to him, as to
which shares he has shared voting power and investment power with
the co-trustee. Mr. Stein disclaims beneficial ownership of all the
shares referred to in this note.
</TABLE>
6
<PAGE> 8
EXECUTIVE COMPENSATION
During the last three fiscal years the amounts shown in the table
below were paid to each of the Company's five most highly compensated
executive officers for services rendered during the applicable fiscal
year.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS
-----------------------------------------------------------------------------
BONUS RESTRICTED ALL OTHER
FISCAL ------------------------------ STOCK COMPEN-
NAME AND YEAR NONCASH TOTAL AWARD(S) SATION
PRINCIPAL POSITION ENDING SALARY<F1> CASH <F2><F3> BONUS ($)<F2><F3> OPTIONS (#) ($)<F4>
------------------ ------ ---------- ---- -------- ----- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence J. Young, 1/28/95 $245,000 $80,965 $80,964 $161,929 $40,482 - $600
Chairman, President 1/29/94 240,000 51,903 51,903 103,806 25,951 10,000 600
& CEO 1/30/93 217,923 44,062 44,062 88,124 22,032 20,000 600
Theodore M. Armstrong, 1/28/95 157,584 28,142 28,142 56,284 14,071 - 600
Senior Vice President- 1/29/94 150,583 26,167 8,723 34,890 4,361 5,000 600
Finance & Administration 1/30/93 147,115 18,000 12,000 30,000 6,000 10,000 600
and Chief Financial Officer
Gene P. Byrd, Vice 1/28/95 152,750 19,313 19,312 38,625 9,656 - 600
President. Also President, 1/29/94 154,750 17,250 17,250 34,500 8,625 4,000 600
Angelica Uniform Group 1/30/93 135,692 25,875 8,625 34,500 4,312 10,000 600
Michael E. Burnham, Vice 1/28/95 84,500 41,937 19,063 61,000 9,532 - 600
President. Also President, 1/29/94 78,000 16,795 9,044 25,839 4,522 3,500 600
Life Uniform and Shoe 1/30/93 70,673 26,669 6,667 33,336 3,333 6,000 600
Shops
Alan D. Wilson, Vice 1/28/95 132,371 34,817 11,606 46,423 5,803 - 600
President. Also President, 1/29/94 N/A N/A N/A N/A N/A N/A N/A
Angelica Healthcare 1/30/93 N/A N/A N/A N/A N/A N/A N/A
Services Group<F5>
<FN>
- -----
<F1> Includes participant deferrals under the Retirement Savings Plan.
<F2> Participants in the Stock Bonus and Incentive Plan may elect to
receive up to 50% of their Incentive Compensation in restricted
shares of Company's Common Stock ("elected shares") in lieu of
cash. Additionally, participants receive restricted shares in the
Company's Common Stock ("matching shares") with a fair market value
equal to 1/2 of that portion of the Incentive Compensation which
participants elected to take in Common Stock. Restricted shares of
Common Stock (both "elected shares" and "matching shares") were
issued to participants based upon the fair market value (the
average of the high/low transaction prices) of the Common Stock on
the date of issuance. Elected shares are reported under the
"Noncash" column, while matching shares are reported under the
"Restricted Stock Awards" column. The named executive officers
received elected shares, which become transferable in three years
as follows:
Mr. Young 3,246 shares; Mr. Armstrong 1,128 shares; Mr. Byrd 774
shares; Mr. Burnham 764 shares; and Mr. Wilson 465 shares.
Participants receive dividends on all restricted shares.
<F3> At the end of the last fiscal year, the named executive officers
held the following number of shares of restricted stock (elected
and matching shares): Mr. Young, 5,850 shares with an aggregate
value of $156,122; Mr. Armstrong, 1,270 shares with an aggregate
value of $33,893; Mr. Byrd, 1,566 shares with an aggregate value of
$41,793; Mr. Burnham, 955 shares with an aggregate value of
$25,487; and Mr. Wilson 744 shares with an aggregate value of
$19,855.
<F4> Company contributions to the Retirement Savings Plan on behalf of
each of the named executive officers to match 1994 participant
deferrals (included under Salary) made by each to such Plan.
<F5> Mr. Wilson was designated an Executive Officer in October, 1994. He
was appointed President of Angelica Healthcare Services Group and
Vice-President of the Company in March, 1995.
</TABLE>
7
<PAGE> 9
STOCK OPTIONS
OPTION GRANTS IN LAST FISCAL YEAR
There were no stock options granted to named executive officers of
the Company during the last fiscal year.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last
fiscal year and unexercised options held as of the end of the last
fiscal year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT OPTIONS AT
SECURITIES FY-END (#) FY-END ($)
UNDERLYING OPTIONS EXERCISABLE/ EXERCISABLE/
NAME EXERCISED (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE<F1>
---- ------------------ ------------------ ------------- -----------------
<S> <C> <C> <C> <C>
Lawrence J. Young...................... - $ - 31,000/28,000 $35,000/$500
Theodore M. Armstrong.................. - - 18,000/14,000 27,187/ 250
Gene P. Byrd........................... 2,000 2,250 15,800/13,200 19,425/ 200
Michael E. Burnham..................... 600 2,850 6,700/ 8,800 44/175
Alan D. Wilson......................... 800 2,600 3,400/ 4,600 25/100
<FN>
- -----
<F1> Based upon the average of the high/low transaction prices as
reported on New York Stock Exchange composite tape on January 27,
1995.
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company entered into a special retirement benefit agreement with
Alan D. Wilson dated August 25, 1987 which provides for monthly
benefits of $8,333 over a ten-year period commencing on or after Mr.
Wilson's 65th birthday. All benefits under the agreement are reduced by
the amount of retirement benefits payable by the Company under certain
other Company retirement or deferred compensation plans. His right to
such special retirement benefit vests 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 he shall be
100% vested if he attains age 65 and has been continuously employed by
the Company since the date of the agreement. The retirement benefit
agreement also contains non-disclosure and non-competition covenants.
Under a Management Retention and Incentive Plan, the Board has
authorized agreements with all but one of the executive officers named
in the Summary Compensation Table. Under these agreements, the Company
will make an additional cash payment if, within two years following a
change in control of the Company (as defined in those agreements), the
individual's employment is terminated (other than for cause) or he
resigns for good reason such as a change in his responsibilities,
compensation or conditions of continued employment. Each of these
individuals will receive an amount up to 2.99 times his average annual
compensation during the five years prior to the change in control as
well as outplacement counselling and certain medical benefits.
Additionally, an individual will be relieved of all non-compete
obligations with respect to the Company.
Two separate trusts have been established with Boatmen's Trust
Company to fund certain benefits payable to key management personnel,
pursuant to certain employee benefit plans, in the event of their
termination of employment after a change in control of the Company (as
defined in the respective plans). One trust relates to the benefits
payable under the Management Retention and Incentive Plan, and the
other trust
8
<PAGE> 10
relates to the benefits payable under the Deferred Compensation Option
Plan for Selected Management Employees and the Supplemental Plan. In
the event of a change in control or potential change in control of the
Company, the Company is required to make a deposit to each trust in an
amount equal to the excess of the maximum amount potentially payable
under the plan or plans to all participants over the current value of
the trust assets. Each trust is revocable by the Company at any time
prior to a potential change in control or a change in control of the
Company, and will terminate automatically on the date which is three
years after a change in control. All remaining trust assets will be
returned to the Company upon the revocation or termination of a trust.
If the Company makes a deposit to a trust in connection with a
potential change in control, an actual change in control does not occur
within 90 days thereafter, and the Board adopts a resolution that a
change in control is not imminent, then the deposit made by the Company
will be returned. The assets of the trust established to fund benefits
under the Deferred Compensation Option Plan for Selected Management
Employees and the Supplemental Plan are subject to the claims of the
general creditors of the Company in the event of the Company's
insolvency.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934 that might incorporate
future filings, including this Proxy Statement, in whole or in part,
the following Compensation and Organization Committee Report Regarding
Executive Compensation and the Performance Graph on page 12 shall not
be incorporated by reference, into any such filings.
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
REGARDING EXECUTIVE COMPENSATION
The Compensation and Organization Committee of the Board of Directors
(the "Committee"), which consists entirely of outside directors, has
overall responsibility to review and recommend broad-based compensation
plans to the Board of Directors. The Committee also reviews and
approves participation in stock-related and long-term incentive plans
and executive benefits. The Committee and the management of the Company
are committed to the principle that a significant portion of total
compensation should be commensurate with performance and attainment of
predetermined financial and strategic objectives.
There are two elements in the Company's executive cash compensation
program, base salary and target incentive compensation. The Company's
cash compensation program is structured such that the total of an
executive's base salary and target incentive compensation is within a
range deemed to be competitive with other companies that are considered
to be the Company's competitors for executive talent. In setting the
total cash compensation range for executives of the Company's various
operating divisions, the Committee considers compensation packages
offered by companies in competitive markets, such as uniform
manufacturing companies, textile rental companies and specialty retail
companies. Since there are no companies with substanially similar lines
of business as the Company, taken as a whole, the compensation packages
for the officers employed at the Company's executive offices are
compared to the compensation packages of comparable officers of
companies of similar size and complexity as the Company. Companies used
for comparative purposes in analyzing the Company's compensation
policies are not necessarily the same companies included in the
performance graph peer group.
The Committee uses a variety of nationally published surveys in order
to develop a median range of compensation. The surveys cover hundreds
of companies and deal with a variety of factors such as labor force,
sales revenue, location, and market. Total cash compensation is
maintained within the target range as developed by the surveys.
Although factors such as location, experience and performance can
affect where in the range total cash compensation falls, attempts are
made to maintain total cash compensation at the median of the range.
However, due to results of the Company in recent years causing
incentive compensation for such years to be below target levels, total
cash compensation has been in the lower half of the range.
The Company has established guidelines that the Committee uses in
determining on an ongoing basis the desired split between base salary
and target incentive compensation for executives of the Company. Under
these guidelines, executive positions are assigned grade levels, and
officers in the higher paid grade levels will generally have a smaller
percentage of their total compensation payable as base salary and a
greater percentage of their compensation payable upon the achievement
of performance targets established by the Committee. Under these
guidelines, an individual executive's target incentive compensation
ranges from 10%
9
<PAGE> 11
to 65% of base salary compensation based upon the particular grade
level. From time to time, the Committee may establish target incentive
levels for certain senior management executives in excess of the
established guidelines for the particular grade level. The target
incentive portion of the total compensation package is consistent with
the Committee's strong commitment to a pay-for-performance policy with
respect to executive compensation. With the exception of Mr. Young, all
of the named executive officers currently have target incentive
compensation percentages within the established guidelines for their
grade levels for their respective executive positions, which
percentages range from 36% to 52%. Mr. Young's target incentive
percentage is in excess of the established guidelines and is discussed
later in this report. To the extent that the split between base salary
and target incentive compensation in a newly-hired executive's initial
compensation package deviates from these guidelines, the Committee will
make adjustments in future years in such a manner that the split
between the executive's base salary and target incentive compensation
comes within the executive's applicable grade level guidelines as soon
as practicable after the initial year of employment.
The actual amount of incentive compensation paid is based upon
performance in comparison to a targeted pre-tax earnings level achieved
by the Company or relevant operating group. Factors such as economic or
market conditions are considered in setting the Company's targeted pre-
tax earnings level. Actual incentive compensation earned during the
last fiscal year demonstrates the Board's philosophy. As the Company
did not achieve all of its financial objectives in fiscal 1995,
executive officers, with the exception of Mr. Burnham, received less
than their targeted incentive compensation. Those listed in the Summary
Compensation Table received the following percentage of their targeted
incentive compensation: Mr. Young 89%; Mr. Armstrong 89%; Mr. Byrd 50%,
and Mr. Wilson 93%. Because the Life division had an outstanding year,
exceeding its financial objectives in fiscal 1995, Mr. Burnham received
200% of his targeted incentive compensation.
The Company's executive officers are encouraged to maintain a
significant long-term stock ownership position in the Company's Common
Stock in order to align their interests with those of the Company's
shareholders. The Committee believes that executives who hold such
positions will be more motivated to generate performance gains by
working steadily to increase shareholder value over the long term. The
Stock Bonus and Incentive Plan encourages employees to invest in the
Company's Common Stock by providing a matching incentive, yet requires
that the stock investment be held for set periods after issuance in
order to retain the stock purchased with the Company's match,
encouraging employees to work to increase the price of Common Stock.
All eligible executive officers have elected to participate.
In addition, the Committee, from time to time, awards stock options
under the Company's Stock Option Plan or the 1994 Performance Plan to
various executives. The option price is the fair market value on the
date of grant, and options become exercisable ratably over the next
five years if the executive remains employed by the Company. The Stock
Option Plan gives employees the opportunity to buy Common Stock at
option prices which, at the time of exercise, may be below the then
market value. This also encourages employees to work towards the growth
of shareholder value. Grants are viewed as an opportunity for employees
to invest in the Company's Common Stock in such a manner as will result
in a long-term increase in the employee's net worth and a supplement to
retirement savings, while at the same time meeting the Board's goal of
employee ownership of Common Stock. The grant of stock options is
strictly discretionary; however, total grants outstanding, as well as
the employee's performance and grade level are considered in
determining the amount of option grants. While the value realizable
from exercisable options depends on the extent to which the Company's
performance is reflected in the market price of the Company's Common
Stock at a particular point in time, the decision to exercise an option
and thus realize the value in any particular year is determined by each
individual executive.
MR. YOUNG'S COMPENSATION FOR THE FISCAL YEAR
The Committee's general approach in setting Mr. Young's annual cash
compensation is to seek to be competitive with other companies of
comparable size and business scope, while at the same time having a
large percentage of his total cash compensation based upon performance
criteria. While this may result in a fluctuation in the actual level of
Mr. Young's compensation from year to year, the Committee believes that
its objective appropriately incentivizes the Company's chief executive
officer toward clearly defined goals, while maintaining some certainty
in the level of compensation through the non-performance-based base
salary portion of total compensation. In keeping with this philosophy,
Mr. Young's target incentive compensation for
10
<PAGE> 12
fiscal 1996 is equal to 71% of his base salary compensation. For the
reported fiscal year 1995, Mr. Young received 89% of his target
incentive compensation.
Mr. Young's participation in the Stock Option Plan and the Stock
Bonus and Incentive Plan is also in accordance with the Committee's
philosophy that the chief executive officer be encouraged to maintain a
significant stock ownership position in order to align his interests
with those of the Company's shareholders.
Although no executive officer currently receives in excess of
$1,000,000 compensation, the Committee's policy is to maximize the tax
deductibility of executive compensation without compromising the
essential framework of the existing total compensation program. The
Committee may elect to forego deductibility for federal income tax
purposes if such action is, in the opinion of the Committee, necessary
or appropriate to further the goals of the Company's executive
compensation program, or otherwise is in the Company's best interests.
Although the foregoing describes the Committee's current compensation
policies applicable to the Company's executive officers, the Committee
reserves the right to change these policies at such time in the future
and in such manner as the Committee deems necessary or appropriate.
SUBMITTED BY THE COMPENSATION AND ORGANIZATION COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS
H. E. Trusheim, Chairman L. M. Liberman
E. H. Stein W. P. Stiritz
PENSION PLAN
The Company has maintained a defined benefit Pension Plan since
April 1, 1980. An employee earns benefits in any year equal to 0.25% of
total compensation plus an additional 0.25% of that part of
compensation which is in excess of one-half of the Social Security
Taxable Wage Base, plus, for each year of employment in excess of 15
years, an additional 0.05% of total compensation. Reduced benefits are
payable at early retirement. Estimated annual benefits under the
Pension Plan payable upon normal retirement to the named executive
officers are as follows: Mr. Young, $45,645; Mr. Armstrong, $15,452;
Mr. Byrd, $26,701; Mr. Burnham, $28,290; and Mr. Wilson, $16,384. These
figures assume that participants will remain with the Company until
their normal retirement dates and will receive reasonable increases to
their current compensation.
The Company also maintains the Supplemental Plan, a supplemental
retirement benefit plan for a limited number of highly compensated
officers and management personnel selected by the Compensation and
Organization Committee. All of the named executive officers participate
in the Supplemental Plan.
The "formula amount" of supplemental retirement benefit payable under
this Supplemental Plan is determined by the Committee when the
participant is invited to join the Plan and is subject to increase at
the Committee's discretion. Additionally, the Committee may, at its
discretion, reduce the formula amount or "freeze" the then vested
benefit of certain participants. A full benefit is the participant's
final average compensation multiplied by the formula amount (between
30% and 50%). A participant who has less than 30 years of service at
retirement will receive a reduced amount of the otherwise fully vested
formula amount, based on actual years of service. For the purposes of
this Supplemental Plan, final average compensation means the average
compensation paid during the three most highly compensated years of the
participant's last five years of employment.
Benefits are generally payable over 120 months beginning at age 65,
but may extend for a period of up to 15 years. Any benefit payable
under the Supplemental Plan will be reduced by benefits paid under the
Pension Plan.
Estimated annual benefits under the Supplemental Plan payable upon
normal retirement over a ten-year period to the named executive
officers are as follows: Mr. Young, $336,000; Mr. Armstrong, $50,000;
Mr. Byrd, $98,000; Mr. Burnham, $92,000; and Mr. Wilson, $53,000. These
figures reflect a reduction for the benefit payable under the Pension
Plan (or predecessor plan), and assume that participants will remain
with the Company until their normal retirement dates and will receive
reasonable increases to their current compensation.
11
<PAGE> 13
PERFORMANCE GRAPH
The following is a line-graph presentation comparing five-year
cumulative total returns among the Company's Common Stock, the Standard
& Poors 500 Index and the Value Line Industrial/Business Services Index
for the five years ended January 31, 1995.
<TABLE>
PERFORMANCE GRAPH
<CAPTION>
Value Line:
Measurement Period Angelica S&P 500 Industrial/Business
(Year Covered) Services
<S> <C> <C> <C>
Measurement Pt - 1/31/90 $100 $100 $100
YE 1/31/91 112 108 100
YE 1/31/92 134 133 126
YE 1/31/93 93 147 150
YE 1/31/94 107 166 174
YE 1/31/95 105 167 167
</TABLE>
<TABLE>
<CAPTION>
1/31/90 1/31/91 1/31/92 1/31/93 1/31/94 1/31/95
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Angelica........................................... 100 112 134 93 107 105
S&P 500............................................ 100 108 133 147 166 167
Value Line: Industrial/Business Services........... 100 100 126 150 174 167
</TABLE>
(ASSUMES $100 INVESTED ON JANUARY 31, 1990 AND THAT DIVIDENDS ARE REINVESTED.)
2. PROPOSAL TO ADOPT AND APPROVE THE ANGELICA CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
The Board of Directors has approved, subject to adoption by the
Company's shareholders, the Angelica Corporation 1994 Non-Employee
Directors Stock Plan.
GENERAL
The Plan provides for grants of Common Stock (Grants), Stock
Purchases of Common Stock (Purchases) and options to purchase Common
Stock (Options) under the Plan to non-employee Directors of the Company
(Non-Employee Directors). The Plan was designed to attract and retain
Non-Employee Directors and to solidify the common interest of Directors
and shareholders in enhancing the value of the Company's Common Stock.
The purpose of the Plan is 1) to reward Non-Employee Directors for
their services during the preceding fiscal year, 2) to induce them to
remain Directors, 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
shareholders, and 3) to aid the Company in competing with other
enterprises for the services of new Directors needed to help insure the
Company's continued progress.
A newly elected Non-Employee Director will receive 400 restricted
shares of Common Stock on the date he or she commences to serve as a
Director. In addition, each Non-Employee Director continuing to serve
will receive an additional Grant of 100 shares of Common Stock each
year effective on the date of the Annual
12
<PAGE> 14
Meeting. Non-Employee Directors have full dividend and voting rights
with respect to stock granted under the Plan; however, stock granted
under the Plan is forfeitable until earned out pursuant to a schedule
based upon years of participation in the Plan and the Non-Employee
Director's age at the time of entering the Plan.
Stock Purchases consist of Common Stock of the Company. Each Non-
Employee Director shall be required to purchase as of the date of the
Annual Meeting each year (the "Retainer Date") the number of shares as
can be purchased with 100% of the Director's Retainer due and payable
on the Retainer Date at the fair market value of a share on the
Retainer Date. In addition, upon approval by the Company's
shareholders, each Non-Employee Director will also purchase, as of the
date of May 23, 1995, the number of shares as can be purchased with
that portion of the Director's retainer which he earned from the period
December 1, 1994 to May 23, 1995. Non-Employee Directors have full
dividend and voting rights with respect to stock purchased under the
Plan.
Options shall be granted to Non-Employee Directors to purchase 2,000
shares of Common Stock of the Company at purchase prices equal to 100%
of the fair market value of the shares on the Option Date (the date of
the Annual Meeting in years 1995 through 2004), provided, however, that
Non-Employee Directors who served from December 1, 1994 to the 1995
Option Date shall receive Options to purchase 3,000 shares. Options
shall not be exercisable for at least six months after the date the
option is granted.
The Plan will be administered by the Compensation and Organization
Committee, consisting of three or more outside Directors of the
Company.
TOTAL NUMBER OF SHARES SUBJECT TO THE PLAN
The Plan authorizes the issuance of up to 225,000 shares of the
Common Stock of the Company, which may be authorized but unissued or
treasury shares. Of these, 10,000 shares shall be available for Grants
under the Plan, and the balance shall be available for Options and for
Stock Purchases.
ELIGIBILITY
Non-Employee Directors of the Company shall participate in the Plan
pursuant to the formulas as set out in the Plan.
FEDERAL INCOME TAX CONSEQUENCES
No income will be realized by a Non-Employee Director on the grant of
a stock option. No income will be realized by a Non-Employee Director
upon the award of a stock grant except to the extent that shares are
earned out as of the date of the grant. The Company will not be
entitled to a deduction at the time a stock option is granted, or at
the time of award of a stock grant which is not earned out immediately.
Upon the exercise of a stock option, the excess, if any, of the fair
market value of the stock on the date of exercise over the purchase
price is ordinary income to the holder of the option as of the date of
exercise. The Company generally will be entitled to a deduction equal
to such excess amount in the year of exercise.
The holder of a stock grant will realize ordinary income at the time,
and to the extent, that shares subject to the grant are earned out. The
Company generally will be entitled to a deduction equal to the amount
of income recognized by the holder.
The holder of a stock grant may make a voluntary election under
Section 83(b) of the Code. If made, such an election would have the
effect of causing the holder to recognize income in the year in which
the stock grant was received. The amount of income recognized will
equal the fair market value of the shares subject to the stock grant,
as the case may be. The Company generally will be entitled to a
deduction equal to the income recognized in the year in which the
holder is required to report such income.
13
<PAGE> 15
NEW PLAN BENEFITS
<TABLE>
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
<CAPTION>
DOLLAR NUMBER OF
NAME AND POSITION<F1> VALUE ($)<F2> OPTIONS<F3>
--------------------- ------------- -----------
<S> <C> <C>
Earle H. Harbison, Jr. ....................................... $27,312 1,000
Lee M. Liberman............................................... 27,312 1,000
Leslie F. Loewe............................................... 27,312 1,000
Martin Sneider................................................ 27,312 1,000
Elliot H. Stein............................................... 27,312 1,000
William P. Stiritz............................................ 27,312 1,000
H. Edwin Trusheim............................................. 27,312 1,000
<FN>
- -----
<F1> All persons listed are Non-Employee Directors of the Company.
<F2> The fair market value of the Common Stock of the Company as of
April 3, 1995 was $27.3125 per share.
<F3> Non-Qualified Stock Options were granted on November 29, 1994 at
the option price of $25.4375, the fair market value of the shares
on such date, subject to approval of the Plan by the shareholders
at the Annual Meeting on May 23, 1995.
</TABLE>
A copy of the Plan is attached hereto as Appendix A.
The affirmative vote of the holders of a majority of the shares
represented at this Annual Meeting is required for adoption of the 1994
Non-Employee Directors Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS WITHOUT DISSENT A VOTE FOR ADOPTION
---
OF THE 1994 NON-EMPLOYEE DIRECTORS STOCK PLAN, AND PROXIES SOLICITED BY
THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A
CONTRARY CHOICE ON THE PROXY.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as independent public accountants for
the Company since 1954, and the Board of Directors has selected it to
serve in that capacity again. Representatives of Arthur Andersen LLP
are expected to be present at the Annual Meeting of Shareholders. Such
representatives will have an opportunity to make a statement, if they
so desire, and will be available to respond to appropriate questions by
shareholders.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company at its
principal executive offices no later than December 15, 1995 to be
included in the Company's proxy materials for its 1996 Annual Meeting
of Shareholders. Shareholder proposals not in full conformity with
applicable rules of the Securities and Exchange Commission may be
excluded from such materials.
GENERAL
Proxies will be solicited by mail. They also may be solicited by
officers and regular employees of the Company personally or by
telephone, but such persons will not be specifically compensated for
such services. Corporate Investor Communications, Inc. has been
retained to assist in the solicitation of proxies for a fee of $5,000,
plus expenses. Banks, brokers, nominees, and other custodians and
fiduciaries may be reimbursed for their reasonable out-of-pocket
expenses in forwarding soliciting material to the beneficial owners.
The cost of soliciting proxies will be borne by the Company.
14
<PAGE> 16
The Board of Directors does not intend to bring any other matters
before the meeting, and, at the date of this Proxy Statement, the Board
of Directors is not informed of any matters that others may bring
before the meeting. However, if any other matters properly come before
the meeting, it is the intention of the proxies named on the proxy card
to vote as proxies on such matters in accordance with their judgment as
to the Company's best interest.
SHAREHOLDERS ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. YOUR COOPERATION WILL BE APPRECIATED.
St. Louis, Missouri
April 14, 1995
15
<PAGE> 17
APPENDIX A
ANGELICA CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
<PAGE> 18
ANGELICA CORPORATION
<TABLE>
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I. General Provisions........................................................................ A-1
ARTICLE II. Stock Grants.............................................................................. A-3
ARTICLE III. Stock Purchases........................................................................... A-5
ARTICLE IV. Options................................................................................... A-7
ARTICLE V. Adjustment Provisions..................................................................... A-9
ARTICLE VI. Miscellaneous Provisions.................................................................. A-9
</TABLE>
<PAGE> 19
ANGELICA CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
ARTICLE I. GENERAL PROVISIONS
1.1 PURPOSES. The Angelica Corporation 1994 Non-Employee Directors
Stock Plan is designed to attract and retain Non-Employee Directors and
to solidify the common interest of Directors and shareholders in
enhancing the value of the Company's Shares. In addition, the Plan
provides to Non-Employee Directors the opportunity for capital
accumulations available at periods approaching retirement.
The purpose of the Plan is (1) to reward directors of the Company for
their services during the preceding fiscal year, (2) to induce
directors of the Company to remain directors of the Company, 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 shareholders, and (3) to aid
the Company in competing with other enterprises for the services of new
directors needed to help insure the Company's continued progress.
1.2 AVAILABLE SHARES UNDER THE PLAN. A total of 225,000 Available
Shares are authorized for Grants, Options and Stock Purchases under the
Plan. Of these, 10,000 Shares shall be available for Grants under this
Plan, and the balance shall be available for Options and for Stock
Purchases. Available Shares shall be adjusted from time to time as set
forth in Section 5.1 for stock dividends, stock splits,
recapitalizations and the like. Available Shares may be drawn from the
Company's treasury or from authorized but unissued Shares.
1.3 EFFECTIVE DATE. The Plan shall become effective immediately upon
its adoption by the Board of Directors of the Company subject to its
ratification by the shareholders of the Company.
1.4 DEFINITIONS. Except where the context otherwise indicates, the
following definitions apply:
(a) ACT means the Securities Exchange Act of 1934, as amended from
time to time.
(b) ADMINISTRATOR means the Compensation and Organization Committee
of the Board.
(c) ANNUAL MEETING means the Annual Meeting of Shareholders of the
Company.
(d) AVAILABLE SHARES means the Shares authorized for issuance
pursuant to Section 1.2 of the Plan.
(e) BOARD means the Board of Directors of the Company.
(f) CHANGE IN CONTROL means a change in control of the Company of
a nature that would be required to be reported in response to Item
5(f) of Schedule 14A of Regulation 14A promulgated under the Act;
provided that, a Change in Control shall be deemed to have occurred
if (i) any Person, other than the Company, is or becomes the
"beneficial owner" (within the meaning of 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, (ii) the
Continuing Directors cease to comprise a majority of the Board, (iii)
the shareholders of the Company approve a sale of substantially all
or all of the assets of the Company, or (iv) 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 its incorporation.
Notwithstanding the above, an event described in (i), (iii), or (iv)
shall not constitute a Change in Control if it is approved in advance
in writing by a majority of the Continuing Directors.
(g) CODE means the Internal Revenue Code of 1986, as amended and in
effect from time to time.
(h) COMPANY means Angelica 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
A-1
<PAGE> 20
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.
(j) CURRENT NON-EMPLOYEE DIRECTOR means a Non-Employee Director
who was elected or re-elected at the 1994 Annual Meeting to a term as
Non-Employee Director, or who continued as a Non-Employee Director
after such meeting.
(k) DIRECTOR means a member of the Board.
(l) DISABILITY means a physical or mental condition which renders
the Non-Employee Director incapable of continuing as a Director.
Disability shall be deemed to exist when certified by a physician who
is acceptable to the Administrator.
(m) FAIR MARKET VALUE means, for any particular date, (i) for any
period during which the Shares 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 Shares shall not be listed for trading on a national securities
exchange, but when prices for the Shares 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 Shares
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 Shares 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 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.
(n) GRANT means the issuance of Shares pursuant to the terms and
conditions of Article II of this Plan.
(o) GRANTED TO means issued in the name of.
(p) NEW NON-EMPLOYEE DIRECTOR means a Non-Employee Director, other
than a Current Non-Employee Director, elected after the 1994 Annual
Meeting to a term as Director.
(q) NON-EMPLOYEE DIRECTOR means a member of the Board who is not
and has not been employed by the Company or any of its Subsidiaries
for a period of one year prior to participation in this Plan. To the
extent that Shares have been issued in the name of a Permissible
Transferee, the term NON-EMPLOYEE DIRECTOR shall include such
Permissible Transferee with respect to the dividend and voting rights
assigned by this Plan to a Non-Employee Director as well as any
limitations or restrictions applicable to Shares.
(r) OPTION means an option to acquire Shares granted pursuant to
the terms and conditions of Article IV of this Plan.
(s) OPTION AGREEMENT means an Agreement issued to each Non-Employee
Director (or a Permissible Transferee) with respect to each Option,
which shall be in the form attached hereto as an Appendix.
(t) OPTION DATE means date as of which an Option is granted, which
shall be November 29, 1994, and thereafter the date of the Annual
Meeting in years 1995 through 2004.
(u) OPTIONEE means the person to whom an Option is granted.
(v) PERIOD OF RESTRICTION means the period during which Shares
issued pursuant to a Stock Grant or Stock Purchase are restricted
pursuant to the Plan.
(w) PERMISSIBLE TRANSFEREE means a person or entity, other than a
Non-Employee Director, in whose name Shares are issued, as provided
in Sections 2.7 or 3.5, or to whom an Option is granted, as provided
in Section 4.3. The only Permissible Transferees are (a) one or more
members of the Non-Employee Director's family, (b) one or more trusts
for the benefit of the Non-Employee Director and/or one or
A-2
<PAGE> 21
more members of the Non-Employee Director's family, or (c) one or
more partnerships (general or limited), corporations, limited
liability companies or other entities in which the aggregate
interests of the Non-Employee Director and members of the Non-
Employee Director's family exceed eighty percent (80%) of all
interests. For this purpose, the Non-Employee Director's family
includes only the Non-Employee Director's spouse, children and
grandchildren.
(x) PLAN YEAR means the period from November 29, 1994, through the
day before the 1995 Annual Meeting, and thereafter the period from
one Annual Meeting through the day before the next Annual Meeting.
(y) POST-DEATH REPRESENTATIVE(S) means the executor(s) or
administrator(s) of the Optionee's estate or the person or persons to
whom the Optionee's rights under his or her Option pass by Optionee's
will or the laws of descent and distribution.
(z) RETAINER means the retainer compensation paid to Directors by
the Company in consideration for their services as Directors of the
Company, which retainer is paid without regard to actual attendance
at meetings of the Board or its Committees.
(aa) RETAINER DATE means the date on which a Retainer payment is
payable to a Non-Employee Director, which shall be November 29, 1994
for the Retainer payment for the initial Plan Year and the date of
the Annual Meeting for subsequent Plan Years.
(bb) RULE 16B-3 means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Act, as amended from time to time or
any successor rule.
(cc) SHARES means shares of Common Stock of the Company and any
related securities including Common Stock Shareholder Rights.
(dd) STOCK PURCHASES means the issuance of Shares purchased
pursuant to the terms and conditions of Article III of this Plan.
(ee) SUBSIDIARY means a subsidiary corporation as defined in
Section 425 of the Code.
(ff) WINDOW PERIOD means the third to the twelfth business day
following the release for publication of the Company's quarterly or
annual earnings report.
1.5 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.
1.6 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.
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, under Rule 16b-3.
ARTICLE II. STOCK GRANTS
2.1 INITIAL GRANT TO NEW NON-EMPLOYEE DIRECTORS. Effective on the
date that he or she commences to serve as a New Non-Employee Director,
a Grant of 400 Shares shall be made in the name of such New Non-
Employee Director. This number of Shares shall be adjusted from time to
time for stock dividends, stock splits, recapitalizations and the like
as set forth in Section 5.1.
2.2 ADDITIONAL ANNUAL GRANTS TO NON-EMPLOYEE DIRECTORS. Effective on
the date of each Annual Meeting (or at such later time as the Board
deems appropriate, provided that all additional Grants authorized
hereunder shall be made no later than three (3) months following the
date of any Annual Meeting) an additional Grant of 100 Shares shall be
made in the name of any such Director continuing to serve as a
A-3
<PAGE> 22
Non-Employee Director after such Annual Meeting. This number of Shares
shall be adjusted for stock dividends, stock splits, recapitalizations
and the like as set forth in Section 5.1.
2.3 ISSUANCE OF SHARES. Shares issued under a Grant shall be issued
in the name of the Non-Employee Director except and to the extent that
such Non-Employee Director has directed in writing that all or a
portion of such Shares be issued in the name of a Permissible
Transferee. Shares issued pursuant to a Grant will be counted against
Available Shares pursuant to Section 1.2 unless forfeited pursuant to
Section 2.5. Upon the occurrence of an event that causes the forfeiture
of Shares subject to a Grant, the number of Shares so forfeited shall
be restored to Available Shares pursuant to Section 1.2 and shall again
be available for issuance pursuant to this Article II.
2.4 DIVIDEND AND VOTING RIGHTS. Each Non-Employee Director shall have
full dividend and voting rights with respect to Shares issued to him or
her pursuant to this Article II. If Shares have been issued in the name
of a Permissible Transferee, such Permissible Transferee shall have
full dividend and voting rights with respect to such Shares.
<TABLE>
2.5 FORFEITURE OF SHARES. Shares issued to a Non-Employee Director
(or held by a Permissible Transferee) pursuant to this Plan shall be
forfeitable to the Company until "earned out" as follows:
<CAPTION>
AGE ENTERING
PLAN EARNOUT SCHEDULE
------------ ----------------
<C> <S>
Under 50..................... Age 60-1/2 of Shares Issued
Age 65-1/4 of Shares Issued
Age 70-all Shares Issued
50-59........................ Age 65-1/2 of Shares Issued
Age 70-all Shares Issued
60-64........................ After 5 years in Plan-1/2 of Shares Issued
Age 70-all Shares Issued
65-69........................ After 2 years in Plan-1/2 of Shares Issued
After later of age 70 or 2 years in Plan-all Shares Issued
Over 69...................... Upon entering Plan-1/2 of Shares Issued
After 1 year in Plan-all Shares Issued
</TABLE>
Any Shares which are not earned out at the time a Non-Employee
Director's service as a Director ends shall be immediately forfeited,
except as set out in Section 5.2.
All fractional Shares shall be rounded down to the next lower whole
number.
2.6 GENERAL TRANSFER RESTRICTIONS. Except as provided in Section 2.7,
below, Shares issued pursuant to this Article II may not be sold or
transferred (including, without restriction, transfer by gift or
donation) prior to the date when such Shares are earned out and become
nonforfeitable. A legend referring to the foregoing restrictions shall
be placed on all Share certificates.
2.7 LIMITED TRANSFERABILITY TO FAMILY MEMBERS. Subject to the
provisions of this Section 2.7, a Non-Employee Director may at any time
before the earlier of his or her death or the date when Shares are
earned out and become nonforfeitable, direct that all or any portion of
the Shares issued or to be issued pursuant to this Article II 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 Non-Employee Director, 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.
2.8 DELIVERY OF CERTIFICATES. Shares granted to Non-Employee
Directors pursuant to this Article II, including Shares registered in
the name of a Permissible Transferee, shall be held in escrow by the
A-4
<PAGE> 23
Company's Stock Records Office, the Secretary of the Company, or by
another agent designated by the Secretary of the Company, so long as
the forfeiture and transfer restrictions set forth in Sections 2.5 and
2.6 remain in effect with respect to such Shares. Certificates for such
Shares shall be released from escrow, reissued without the restrictive
legend, and delivered to the Non-Employee Director (or Permissible
Transferee) in whose name the Shares are registered promptly upon
expiration of such forfeiture and transfer restrictions, subject only
to any restrictions that may be established by the Company, on the
advice of its counsel, to comply with Federal or state securities laws
or other legal requirements.
2.9 ADDITIONAL SECURITIES. Any new or additional Shares or other
securities to which a Non-Employee Director (or a Permissible
Transferee), by virtue of Grants hereunder, becomes entitled due to a
stock dividend, stock split, recapitalization, merger or other event
shall be subject to all the terms and conditions of this Article II for
the same period as the underlying Shares. Notwithstanding anything to
the contrary set forth in this Section 2.9, shares of capital stock of
a subsidiary of the Company which are issued as a stock dividend by the
Company in connection with the spin-off or split-off of such subsidiary
from the Company will not be subject to any of the restrictions set
forth in this Article II, and the certificates representing such
shares shall be immediately issuable to the Non-Employee Director or
the Permissible Transferee, as the case may be.
2.10 EXECUTION OF AGREEMENT. Each Grant hereunder shall be contingent
upon execution by the Non-Employee Director of a document agreeing to
the terms and conditions set forth in this Article II, and any other
terms and conditions required by counsel to the Company in order to
comply with Federal or state securities laws or other legal
requirements.
ARTICLE III. STOCK PURCHASES
3.1 ELIGIBILITY FOR STOCK PURCHASES. All Non-Employee Directors shall
participate in the Stock Purchase portion of the Plan set forth in this
Article III.
3.2 STOCK PURCHASES. As of each Retainer Date, each Non-Employee
Director whose term as a Director of the Company shall continue
thereafter, shall be required to purchase that number of whole Shares
as can be purchased with one hundred percent (100%) of the Director's
Retainer due and payable on such Retainer Date at the Fair Market Value
of a Share as of the close of business on the Retainer Date. The shares
so purchased will be issued in the name of the Non-Employee Director,
except and to the extent that such Non-Employee Director has directed
the Company in writing that all or a portion of such Shares should be
issued in the name of a Permissible Transferee. Any balance of the
Retainer due and owing to the Non-Employee Director shall be paid in
cash on or as soon as is practicable after the Retainer Date. Shares
issued pursuant to a Stock Purchase will be counted against Available
Shares pursuant to Section 1.2. For purposes of the Retainer Date in
1994 only, the Retainer payable to a Non-Employee Director on that date
shall be withheld, and shall be held by the Company, without liability
for interest or earnings, until the date of the Annual Meeting in 1995.
If this Plan is approved by the shareholders at such meeting as
provided in Section 6.4, the Retainer so withheld shall be combined
with any Retainer due and payable on the date of the Annual Meeting in
1995 and the total shall be applied by the Company as of the close of
business on the date of the Annual Meeting to purchase Shares as set
forth in this Section 3.2, and any balance shall be paid to the Non-
Employee Director in cash as soon as is practicable.
3.3 DIVIDEND AND VOTING RIGHTS. Each Non-Employee Director shall have
full dividend and voting rights with respect to Shares issued to him or
her pursuant to this Article III. If the Shares have been issued in the
name of a Permissible Transferee, such Permissible Transferee shall
have full dividend and voting rights with respect to such Shares.
3.4 GENERAL TRANSFER RESTRICTIONS. Except as provided in Sections
3.5, 3.6 and 3.7 below, Shares issued pursuant to this Article III may
not be sold or transferred (including, without restriction, transfer by
gift or donation) prior to the third anniversary of the date of
purchase of such Shares (the "Period of Restriction"). A legend
referring to the foregoing restriction shall be placed on all Share
certificates.
A-5
<PAGE> 24
3.5 LIMITED TRANSFERABILITY TO FAMILY MEMBERS. Subject to the
provisions of this Section 3.5, a Non-Employee Director may at any time
before the earlier of his or her death or the date upon which the
transfer restrictions set forth in Section 3.4 expire and lapse, direct
that all or any portion of the Shares issued or to be issued to the
Non-Employee Director pursuant to this Article III be registered or
reregistered in the name of one or more Permissible Transferees. Such
direction shall be effective only to the extent that the Company
receives written notice from the Non-Employee Director, before his or
her death, advising the Company 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.
3.6 EXERCISE OF OPTIONS. A Non-Employee Director who holds an option
which is exercisable under the Angelica Corporation 1994 Non-Employee
Directors Stock Plan may elect, on forms provided for the purpose by
the Administrator, to have a certain number of the Shares purchased
pursuant to this Article III issued in his name in certificate form and
delivered to 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 purchased Shares delivered in payment of the exercise
price, and shall deliver or cause to be delivered to the Non-Employee
Director 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 Shares delivered in payment of the
exercise price subject to the same terms and conditions as apply to
Shares purchased pursuant to this Article III, and references herein to
Shares shall include such Option Shares, if any, held by the
Administrator for the same Participant.
3.7 TERMINATION OF SERVICE AS A DIRECTOR. When a Non-Employee
Director's service as a Director terminates for any reason prior to the
Period of Restriction, the Period of Restriction applicable to all of
the Shares purchased by the Non-Employee Director pursuant to this
Article III shall terminate automatically and without any forfeiture of
Shares purchased pursuant to this Article III. Notwithstanding anything
to the contrary set forth in this Section 3.7, to the extent that a
Non-Employee Director resigns as a Director of the Company prior to
serving a full ten calendar months subsequent to any Annual Meeting
after which the Non-Employee Director's Retainer has been used to
purchase Shares, a number of Shares equal to one-tenth of the total
number of Shares purchased by the Non-Employee Director with such Non-
Employee Director's Retainer after the most recent Annual Meeting will
be forfeited back to the Company for each month less than ten that such
Non-Employee Director serves as a Director of the Company after such
Annual Meeting.
3.8 DELIVERY OF CERTIFICATES. Shares purchased by Non-Employee
Directors pursuant to this Article III, including Shares registered in
the name of a Permissible Transferee, shall be held in escrow by the
Company's Stock Records Office, the Secretary of the Company, or by
another agent designated by the Secretary of the Company, so long as
the transfer restrictions set forth in Section 3.4 remain in effect
with respect to such Shares. Certificates for such Shares shall be
released from escrow, reissued without the applicable restrictive
legend, and delivered to the Non-Employee Director (or Permissible
Transferee) in whose name the Shares are registered promptly upon the
termination of the Period of Restriction with respect to such Shares,
subject only to the limitations set forth in Section 3.4, and any
restrictions that may be established by the Company, on the advice of
its counsel, to comply with Federal or state securities laws or other
legal requirements.
3.9 ADDITIONAL SECURITIES. Any new or additional Shares or other
securities to which a Non-Employee Director (or a Permissible
Transferee) becomes entitled during the Period of Restriction due to a
stock dividend, stock split, recapitalization, merger or other event
involving the Shares purchased pursuant to this Article III shall be
subject to all of the terms and conditions of this Article III during
the remaining term of the Period of Restriction on the underlying
Shares, and certificates representing such Shares shall bear the
applicable legend described in Section 3.4. Notwithstanding anything to
the contrary set forth in this Section 3.9, shares of capital stock of
a subsidiary of the Company which are issued as a stock dividend by the
Company in connection with the spin-off or split-off of such subsidiary
from the Company will not be subject to any of the restrictions set
forth in this Article III, and the certificates representing such
shares shall be immediately issuable to the Non-Employee Director or
the Permissible Transferee, as the case may be.
A-6
<PAGE> 25
ARTICLE IV. OPTIONS
4.1 SHARES RESERVED UPON OPTION GRANTS; AVAILABLE SHARES CALCULATED.
(a) At any time during the existence of the Plan, there shall be
reserved for issuance upon the exercise of Options granted under the
Plan an amount of Shares (subject to adjustment as provided in
Section 5.1 hereof) equal to the number of shares subject to then-
outstanding Options. The Company in its discretion may use reacquired
shares held in the Treasury or authorized but unissued shares to
satisfy the requirements of this Section 4.1.
(b) When an Option is granted, the total number of Shares issuable
upon complete exercise thereof shall be charged against the maximum
number of Available Shares pursuant to Section 1.2. When the Option
is exercised, no additional charge shall be made against Available
Shares pursuant to Section 1.2. If an exercise price is paid in
Shares owned by the Optionee, such shares shall not be added to the
Available Shares pursuant to Section 1.2.
(c) If an Option terminates in whole or in part, by expiration or
for any other reason except exercise of such Option, the shares
previously charged against Available Shares pursuant to Section 1.2
upon grant of the Option shall be restored to Available Shares
pursuant to Section 1.2, and shall again be available for issuance
under this Article IV, for so long as this Plan continues, as if such
Shares had never been subject to an Option.
4.2 ELIGIBILITY FOR GRANT OF OPTIONS.
(a) Each person who is a Non-Employee Director on the Option Date
on November 29, 1994, shall receive an Option to acquire 1,000 Shares
at 100% of the Fair Market Value on such date, subject to approval of
the Plan by the shareholders as provided in Section 6.4. For the
years 1995 through 2004, respectively, each person who is a Non-
Employee Director on the Option Date in such year shall receive an
Option to acquire 2,000 Shares at 100% of the Fair Market Value on
the respective Option Date, provided however that if a person has not
been a Non-Employee Director for at least 10 full calendar months
preceding a particular Option Date, such director shall receive an
Option to acquire 200 Shares for each full calendar month that such
person was a Non-Employee Director prior to such Option Date. The
number of Shares and/or the purchase price of such Shares subject to
unexercised Options shall be adjusted from time to time for stock
dividends, stock splits, recapitalization and the like as set forth
in Section 5.1.
(b) All Options granted under this Article IV shall be granted as
of an Option Date as set forth in Section 4.2(a). Promptly after each
Option Date, the Company shall notify the Optionee of the grant of
the Option, and shall hand deliver or mail to the Optionee an Option
Agreement, duly executed by and on behalf of the Company, with the
request that the Optionee execute and return the Option Agreement
within thirty days after the date of mailing or delivery by the
Company of the Option Agreement to the Optionee. If the Optionee
shall fail to execute and return the written Option Agreement within
said thirty-day period, his or her Option shall be automatically
terminated, except that if the Optionee dies within said thirty-day
period such Option Agreement shall be effective notwithstanding the
fact that it has not been signed prior to death.
4.3 LIMITED TRANSFERABILITY TO FAMILY MEMBERS. Subject to the
provisions of this Section 4.3, a Non-Employee Director may at any time
before the earlier of his or her death or the date when an Option is
exercised, direct that all or any portion of the Option granted or to
be granted pursuant to this Article IV 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 Non-Employee Director, 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 Non-Employee Director if the
Option were issued to such Non-Employee Director.
A-7
<PAGE> 26
4.4 TERMS OF OPTIONS. Notwithstanding any other provision of the
Plan, each Option shall be evidenced by an Option Agreement, which
shall include the substance of the following terms and conditions:
(a) The option price for each Share covered by an Option shall be
an amount equal to 100% of the Fair Market Value of a Share on the
Option Date of such Option.
(b) The Option by its terms shall not be transferable by the
Optionee otherwise than (i) as permitted by Section 4.3, (ii) by will
or by the laws of descent and distribution, or (iii) pursuant to a
qualified domestic relations order as defined by the Code or the
regulations thereunder. The designation of a beneficiary does not
constitute a transfer. The Option shall be exercisable, during the
Optionee's lifetime, only by the Optionee.
(c) The Option by its terms shall not be exercisable for at least
six months after the Option Date, and thereafter shall be exercisable
in accordance with the vesting schedule, if any, set forth in the
Option Agreement.
(d) The Option shall not be exercisable after the earliest of (i)
for an Optionee whose service as a director ends by reason of death,
Disability or retirement after the normal retirement age specified in
the Company's retirement policy for Directors, the last day of the
twenty-fourth month after the month in which the Optionee's service
as a Director terminates, (ii) for an Optionee whose service as a
Director ends for any other reason, the last day of the third month
after the month in which the Optionee's service as a Director
terminates, or (iii) the expiration of the term of the Option under
the Option Agreement.
4.5 EXERCISE OF OPTIONS.
(a) An Option shall be exercisable only (i) 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
(ii) upon delivery to the Company on the exercise date of
certificates representing Shares, owned by the Optionee and
registered in the Optionee'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 (iii) a combination of (i) and (ii).
(b) An Optionee shall have none of the rights of a shareholder with
respect to Shares subject to his or her Option until Shares are
issued to him or her upon the exercise of his or her Option.
4.6 DURATION, AMENDMENT AND TERMINATION.
(a) The Board may at any time terminate the Option provisions of
this Article IV or make such amendments thereto 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, and provided further, that, unless the shareholders of
the Company shall have first approved thereof, no material amendment
of the Option provisions of this Article IV shall be made, including
but not limited to any amendment whereby (i) the total number of
Available Shares which may be made subject to Option under Section
1.2 to all individuals, or to any of them, shall be increased, except
by operation of the adjustment provisions of Section 5.1 hereof, (ii)
the term of the Options shall be extended, (iii) the minimum Option
price shall be decreased, or (iv) the class of eligible persons to
whom Options may be granted shall be changed, and provided further
that the provisions relating to eligible persons, the amount and
price of awards and the timing of awards may not be amended more than
once every six months except to comport with changes in the Code or
the Employee Retirement Income Security Act of 1974, or the rules
thereunder.
(b) The period during which Options may be granted under this
Article IV shall terminate after the Option Date in 2004, unless the
Plan earlier shall have been terminated as provided above.
4.7 CONTINUATION OF OPTIONS IN EVENT OF MERGER, CONSOLIDATION OR
REORGANIZATION. In the event the Company is merged, consolidated or
reorganized with another corporation, appropriate provision shall be
made for the continuance of outstanding Options with respect to shares
of the succeeding parent corporation
A-8
<PAGE> 27
following a merger, or with respect to shares of the consolidated or
reorganized corporation in the case of a consolidation or
reorganization, and to prevent their dilution or enlargement compared
to the total shares issuable therein in respect of the Shares.
Adjustments under this Section 4.7 shall be made in an equitable manner
by the Administrator, whose determination shall be conclusive and
binding on all concerned.
ARTICLE V. ADJUSTMENT PROVISIONS
5.1 ANTI-DILUTION PROVISIONS. In the event any stock dividend is
declared upon the Shares or in the event outstanding Shares shall be
changed into or exchanged for a different number, class or kind of
Shares 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 Available Shares
pursuant to Section 1.2 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 or other securities which
are deliverable upon a Grant, an Option or a Stock Purchase to be
granted in the future and 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 covered by the unexercised portion of such
Option). Adjustments under this Section 5.1 shall be made in an
equitable manner by the Administrator, whose determination shall be
conclusive and binding on all concerned.
5.2 CHANGE IN CONTROL. Upon a Change in Control:
(a) The restrictions on Shares granted pursuant to Article II
imposed by Sections 2.5 and 2.6 shall terminate, and certificates for
such Shares shall be delivered to the Non-Employee Director (or a
Permissible Transferee) as soon as practicable thereafter, without
any restrictive legend.
(b) All Options granted pursuant to Article IV shall become
immediately exercisable, notwithstanding any restrictions or
limitations contained in Section 4.3 or in the Option Agreement
itself.
(c) Shares purchased pursuant to Article III shall become free from
any limitations on transfer contained in Article III or in legends
appearing on the face of the Share Certificate, and certificates for
such Shares shall be delivered to the Non-Employee Director (or a
Permissible Transferee) as soon as practicable thereafter, without
any restrictive legend.
ARTICLE VI. MISCELLANEOUS PROVISIONS
6.1 GOVERNING LAW. This Plan and all actions taken hereunder shall be
governed by the laws of the State of Missouri.
6.2 TAX WITHHOLDING. The Company shall have the power to withhold, or
require a Non-Employee Director 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 Non-Employee Director to satisfy a tax
withholding requirement by directing the Company to apply Shares to
which the Non-Employee Director 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.
6.3 NO RIGHT TO REMAIN A DIRECTOR. The receipt of a Grant, Option or
Stock Purchase shall not create any right in any person to remain as a
Director of the Company.
6.4 SHAREHOLDER APPROVAL REQUIRED. This Plan shall not be effective
unless it is approved by a majority of the Shareholder votes cast at
the Annual Meeting in 1995. If the Plan is not so approved, it shall be
null and void, and no Grants or Options shall be granted hereunder and
no Shares shall be purchased hereunder.
A-9
<PAGE> 28
6.5 EFFECTIVE DATE AND TERM. Subject to approval of the Shareholders
as provided in Section 6.4, this Plan shall be effective on
November 29, 1994, and shall terminate on May 31, 2004, unless
otherwise extended by the Board.
6.6 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 Shares which may be issued under
the Plan, except as provided in Section 5.1; or
(b) Change the class of individuals entitled to participate in the
Plan; or
(c) Materially increase the cost of the Plan or materially increase
the benefits to Non-Employee Directors under the Plan; or
(d) Extend the period during which Grants or Options may be granted
or Purchases made.
No amendment, modification, or termination of the Plan shall in any
manner adversely affect any Grant or Option theretofore granted under
the Plan, without the consent of the Non-Employee Director affected
thereby.
6.7 SUCCESSORS. All obligations of the Company under the Plan, with
respect to Grants, Options or Stock Purchases granted hereunder shall
be binding on any successor to the Company.
6.8 REQUIREMENTS OF LAW. The granting of Grants and Options and the
purchase of shares, and the issuance of Shares hereunder, 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.
A-10
<PAGE> 29
APPENDIX TO 1994 NON-EMPLOYEE
DIRECTORS STOCK PLAN
DIRECTOR STOCK OPTION AGREEMENT
UNDER THE
ANGELICA CORPORATION 1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
-----------------
<TABLE>
Angelica Corporation, a Missouri corporation (the "Company") and the
person designated in Section 1 below (the "Optionee"), hereby agree as
follows:
SECTION 1. BASIC TERMS.
<S> <C>
Name of Optionee: ...................................................
Social Security Number of Optionee: ...................................................
Number of Shares Subject to Option: ...................................................
Option Price/Base Price Per Share: $..................................................
Grant Date of Option: ...................................................
Expiration Date of Option: ...................................................
</TABLE>
<TABLE>
Table Regarding Exercisability (See Section 4):
<CAPTION>
LOT NO. NUMBER OF SHARES DATE OF FIRST EXERCISABILITY
------- ---------------- ----------------------------
<C> <C> <S>
1 ------------- --------------------
2 ------------- --------------------
3 ------------- --------------------
4 ------------- --------------------
5 ------------- --------------------
</TABLE>
Is the grant conditioned on Shareholder Action? YES__ NO__
If YES, the date of Shareholder Action referred to in Section 6.4
is:__________
SECTION 2. ENTIRE AGREEMENT. This Agreement consists of the
provisions set forth on this cover page and the further provisions set
forth on the following pages. The Optionee represents that he or she
has read and understood such further provisions, which are binding on
the parties as if set forth on this cover page.
IN WITNESS WHEREOF, the parties have executed this Non-Qualified
Stock Option Agreement in duplicate as of the Grant Date.
ANGELICA CORPORATION
By.......................... ...............................
Chairman and CEO Optionee
A-11
<PAGE> 30
ANGELICA CORPORATION
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
DIRECTOR STOCK OPTION AGREEMENT
This Stock Option Agreement (hereinafter "Agreement"), along with its
cover page, represents the agreement regarding the grant of a stock
option by and between Angelica Corporation (hereinafter "Company") and
Optionee pursuant to the Angelica Corporation 1994 Non-Employee
Directors Stock Plan (hereinafter "Plan").
1. GRANT OF OPTION. Company hereby grants to Optionee the right,
privilege and option to purchase the number of shares of Common Stock
of Company at a price per share, both as reflected in the cover page,
in the manner and subject to the conditions provided herein.
2. TIME OF EXERCISE OF OPTION. This Option shall become exercisable
as provided in the cover page, provided however that (a) if Optionee's
status as a Director ends before the Expiration Date specified in the
cover page by reason of death, Disability or retirement at the normal
retirement age specified in the Company's retirement policy for
Directors, then the Option will be exercisable in full by Optionee, a
Permissible Transferee or Optionee's Post-Death Representative as
provided in the Plan.
3. INCORPORATION OF STOCK PLAN. This Agreement is entered into
pursuant to the Plan, which Plan is by this reference incorporated
herein and made a part hereof. The material provisions of the Plan
applicable to this Option are as follows:
A. METHOD OF EXERCISE OF OPTION. This Option shall be exercisable
in whole or in part to the extent then exercisable, by written notice
delivered to the Office of General Counsel of Company stating the
number of shares with respect to which the Option is being exercised,
accompanied by payment either (i) in cash, (ii) by tender to Company
of shares 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 equal to the cash exercise price of the
Option being exercised, or (iii) by any combination of (i) and (ii)
hereof.
B. TERMINATION OF OPTION. This Option shall terminate in all events
on the earliest of
(i) the Expiration Date specified in the cover page hereof, or
(ii) the last day of the twenty-fourth month after the month in
which Optionee ceases to be a Director by reason of death,
Disability or retirement at the normal retirement age specified in
the Company's retirement policy for Directors, or
(iii) the last day of the third month after the month in which
Optionee ceases to be a Director for any other reason.
C. NON-TRANSFERABILITY OF OPTION. This Option is non-transferable
by Optionee except by will or the laws of descent and distribution or
to a Permissible Transferee, and shall be exercisable during
Optionee's lifetime only by Optionee or by a Permissible Transferee.
In the event of Optionee's death, a Permissible Transferee or the
Post-Death Representative, as applicable, may exercise this Option.
D. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the event of
the payment of a stock dividend, a split-up or consolidation of
shares, or any like capital adjustment of Company then to the extent
the Option hereunder remains outstanding and unexercised, there shall
be a corresponding adjustment as to the number of shares covered
under this Option, and in the purchase price per share, to the end
that Optionee shall retain the Optionee's proportionate interest
without change in the total purchase price under this Option.
4. OPTION CONDITIONED ON ACCEPTANCE. This Agreement shall be void and
of no effect unless a copy hereof is executed by Optionee and returned
to the Office of General Counsel of Company not later than 30 days
after the day this Agreement is mailed or delivered to Optionee,
provided however that if Optionee dies within such 30-day period this
Agreement shall be effective notwithstanding the fact that it is not
executed by Optionee.
A-12
<PAGE> 31
ANGELICA CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 1995
The undersigned hereby appoints Leslie F. Loewe and Lawrence J. Young,
and each of them, the proxy of the undersigned, each with power of
substitution, to vote all shares which the undersigned would be
entitled to vote if personally present at the Annual Meeting of the
Shareholders of Angelica Corporation to be held on May 23, 1995, and at
any adjournment thereof; provided, however, that said shares shall be
voted as specified below:
1. ELECTION OF DIRECTORS: For terms expiring in 1998:
H. Edwin Trusheim and Lawrence J. Young
/ / FOR all nominees listed.
/ / FOR all nominees listed except .................................
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Proposal to adopt and approve the Angelica Corporation 1994 Non-
Employee Directors Stock Plan.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
UNLESS OTHERWISE INDICATED ABOVE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL OF THE ABOVE-LISTED NOMINEES; AND, UNLESS THE SHAREHOLDER
GIVES OTHER INSTRUCTIONS, WILL BE VOTED FOR ITEM 2.
(Continued and to be signed on reverse side)
<PAGE> 32
3. In such manner as said proxies may in their discretion determine,
upon such other matters as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
PLEASE FILL IN DATE AND SIGN AND RETURN PROXY IN THE ACCOMPANYING
BUSINESS REPLY ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
DATE: ........................ , 1995
....................................
....................................
(SIGNATURE OF SHAREHOLDER(S))
(Please sign proxy exactly as name
appears hereon. Joint owners should
each sign personally. Corporate
proxies should be signed by
authorized officer. Executors,
administrators, trustees, etc.
should so indicate when signing.)
