<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended Commission File
October 26, 1996 Number 1-5674
ANGELICA CORPORATION
(Exact name of Registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 South Woods Mill Road
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(314) 854-3800
----------------------------------------------------
Former name, former address and former fiscal year
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- -----
The number of shares outstanding of Registrant's Common Stock, par value
$1.00 per share, at November 27, 1996 was 9,130,839 shares.
===============================================================================
<PAGE> 2
<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR OCTOBER 26, 1996 FORM 10-Q QUARTERLY REPORT
<CAPTION>
Page Number Reference
-------------------------------------
Quarterly Report
to
Form 10-Q Shareholders
---------- -----------------
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Third quarter and Three Quarters Ended
October 26, 1996 and October 28, 1995 3
Consolidated Balance Sheets -
October 26, 1996 and January 27, 1996 4
Consolidated Statements of Cash Flows -
Three Quarters Ended October 26, 1996
and October 28, 1995 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-4
Exhibit A - Quarterly Report to
Shareholders 5
PART II. OTHER INFORMATION 6-10
</TABLE>
1
<PAGE> 3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED OCTOBER 26, 1996
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be
read in conjunction with the fiscal 1996 Annual Report, including
Notes to Financial Statements. However, it is the opinion of the
Company that all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results during the
interim period have been included.
(2) See Index to Financial Statements and Supporting Schedules on page 1.
Those pages of the Angelica Corporation and Subsidiaries Quarterly
Report to Shareholders for the quarter ended October 26, 1996, listed
in such index are incorporated herein by reference. The pages of the
Quarterly Report to Shareholders which are not listed on the index and
therefore not incorporated herein by reference are furnished for the
information of the Commission but are not to be deemed "filed" as a
part of this report. The Quarterly Report to Shareholders referred to
herein is located immediately following page 4 of this report.
(3) For purposes of the Consolidated Statements of Cash Flows, the Company
considers short-term, highly liquid investments which are readily
convertible into cash, as cash equivalents.
Cash payments for income taxes were $2,883,000 and $5,060,000 in the
three quarters of fiscal 1997 and 1996, respectively; and in these
periods interest payments were $6,015,000 and $5,212,000,
respectively.
2
<PAGE> 4
<TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED OCTOBER 26, 1996
<CAPTION>
Analysis of Operations
- ----------------------
Third Quarter Ended Three Quarters Ended
------------------------ --------------------------
October 26, October 28, October 26, October 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales and Textile Service Revenues
- ----------------------------------
(Dollars in thousands)
Textile Services $ 64,812 $ 63,525 $195,330 $191,942
Manufacturing and Marketing 44,959 46,114 134,911 139,106
Retail Sales 20,984 19,542 58,116 53,764
Intersegment Sales (6,505) (5,586) (19,878) (15,530)
-------- -------- -------- --------
$124,250 $123,595 $368,479 $369,282
======== ======== ======== ========
Gross Profit
- ------------
(Dollars in thousands)
Textile Services $ 10,229 $ 11,641 $ 35,149 $ 37,492
Manufacturing and Marketing 9,887 9,995 29,033 30,543
Retail Sales 11,542 10,799 31,783 29,324
-------- -------- -------- --------
$ 31,658 $ 32,435 $ 95,965 $ 97,359
======== ======== ======== ========
</TABLE>
Combined sales and textile service revenues were up 0.5 percent for the third
quarter ended October 26, 1996, and down 0.2 percent in the three quarters of
this year compared with prior year periods. Excluding acquisitions made over
the past year, combined sales and textile service revenues would have been
down 2.7 percent and 3.9 percent, respectively. In the Textile Services
third quarter segment revenues rose 2.0 percent, with the increase being the
result of acquisitions. Third quarter results were substantially lower than
last year, having been adversely affected by lower than expected revenues and
an unexpected increase in pressure on prices and margins from health care
customers. Also, a few plants continue to experience operating or cost
control problems which have affected results. Third quarter sales of the
Manufacturing and Marketing segment decreased 2.5 percent compared with the
same quarter last year, and gross profit decreased slightly. In the domestic
operations of this segment, sales were slightly below expectations in both
the health care and hospitality markets. Third quarter operating results
improved in Canada but were more than offset by lower results in the U.S. and
the United Kingdom. In the Life Retail Stores segment, third quarter sales
increased 7.4 percent, as a result of acquisitions made in the past year and
a 2.0 percent increase in same-store sales. Gross profit of this segment
increased at a rate slightly less than the sales increase.
3
<PAGE> 5
Selling, general and administrative expenses increased $698,000 or 2.8
percent in the third quarter with the majority of the increase being the
result of acquisitions. These expenses increased as a percent of combined
sales and textile service revenues from 20.3 percent to 20.6 percent in the
third quarter of fiscal 1997.
Financial Condition
- -------------------
The Company had working capital of $167,136,000 and a current ratio of 3.9 to
1 at October 26, 1996, compared with $185,467,000 and 4.9 to 1 a year ago and
$181,043,000 and 5.0 to 1 at the beginning of the year. Lower working
capital and current ratio were the result of the use of cash and incurrence
of short-term debt to finance capital expenditures and acquisitions. The
ratio of long-term debt to debt-plus-equity was 34.1 percent at the close of
the second quarter, compared with 34.6 percent at the beginning of the year
and 33.7 percent a year ago.
Operating activities provided a total cash flow of $17,319,000 in the first
three quarters compared with $17,704,000 in the first three quarters last
year, with lower net income being offset by lower working capital
requirements. Uses of cash flow included $19,295,000 for capital
expenditures and $5,725,000 for acquisitions. Capital expenditures include
outlays for three new Textile Services plants to replace existing plants as
part of the restructuring plan adopted at the end of the last fiscal year.
Financing activities reflect the issuance of short-term borrowing of
$7,300,000 offset by the normal sinking fund payments of long-term debt and
the payment of dividends. No material change in the Company's future
aggregate cash requirements is foreseen at the present time.
Based on the Company's cash generation from operations, as well as its strong
working capital position, current ratio and ratio of long-term debt to
debt-plus-equity, Management believes that internal funds available from
operations plus external funds available from the issuance of additional debt
and/or equity as needed in the future, will be sufficient for all planned
operating and capital requirements, including acquisitions.
4
<PAGE> 6
EXHIBIT A
[letterhead of Angelica]
November 13, 1996
Dear Shareholder:
After a small second quarter earnings increase, we are very disappointed to
report that third quarter earnings declined significantly compared to the
same quarter last year. Third quarter combined sales and textile service
revenues were $124,250,000, an increase of 0.5 percent over $123,595,000 last
year. Pretax income of $2,942,000 compared with $4,608,000 in the prior year
period, and net income of $1,824,000 decreased 35.6 percent from $2,834,000
last year. Net income per share was $.20 versus $.31 in the third quarter
last year.
For the first three quarters this year, combined sales and textile service
revenues were $368,479,000 versus $369,282,000 in last year's three quarters,
a decrease of 0.2 percent. Pretax income was $12,191,000, which compared
with $14,501,000 in the same period last year. Net income decreased 15.3
percent to $7,558,000 compared with last year's $8,918,000, and earnings per
share for the three quarters were $.83 versus $.98 last year.
A third quarter earnings improvement by the Life Retail Stores segment was
not enough to offset significantly lower earnings in the Textile Services
segment and moderately lower earnings in the Manufacturing and Marketing
segment. For the first three quarters, a significant earnings gain by Life
Stores was offset by declines in earnings in both the Textile Services and
the Manufacturing and Marketing segments.
Revenues of the Textile Services segment increased 2.0 percent in the third
quarter, with the increase being the result of acquisitions made in the last
twelve months. The significant decline in third quarter earnings was the
result of lower than expected revenues (principally due to unplanned losses
of customers) combined with an unexpected increase in margin pressure. The
recently implemented strategy to hold the line against further price reductions
resulted in customer losses and significant earnings deterioration in certain
plants. Some of these customers should return to Angelica as they realize that
service and quality from a lower price supplier are not up to the customer's
standards, but the timing of this is unknown. Pricing strategies have been
reviewed and will be carefully monitored so that similar customer losses should
not recur. Pricing pressures from a few privately-owned competitors also
continue to be a problem. Overall, operating costs have remained under good
control, with the exception of a few plants where additional management
attention has been directed to improve performance. The most significantly
increased operating cost has been linen amortization expense, which is being
adversely affected by the growing tendency of health care customers to resist
the well-established industry practice of paying for lost and misused linens.
Inability to collect loss charges increases linen amortization expense and
reduces gross margin. More emphasis is being placed on this cost area to gain
better control and to provide better justification of loss charges, which will
aid in collection where warranted. Operating cost benefits of the restructuring
adopted last year, by closing certain plants and consolidating volume into other
plants, are being realized but more slowly than anticipated. Moreover, the
shut-down costs of two plants closed this year were higher than anticipated,
adversely affecting earnings. This is behind us now and will not negatively
affect fourth quarter earnings. Our new plant at Rockmart, Georgia, replacing
plants in Rome, Georgia, and Montgomery, Alabama, performed well in the third
quarter, and we are very pleased with the job our management has done to bring
this plant on line at volume levels higher than expected. While fourth quarter
earnings of this segment are expected to be below last year, the rate of decline
should be lower than in the third quarter.
<PAGE> 7
Third quarter sales of the Manufacturing and Marketing segment decreased 2.5
percent, and earnings were moderately lower than last year. Improved
earnings in Canada were more than offset by lower results in the United
States and United Kingdom. In the U.S., incoming business was essentially
unchanged from last year, but below expectations in both health care and
hospitality markets. Declines in sales and margins in the U.K. caused its
third quarter loss to exceed last year. Efforts to improve sales in the U.S.
and the U.K. by re-examination of sales and marketing strategy are continuing
and should produce positive results in the future. A change in marketing
strategy and reduced operating costs resulted in our Canadian operations
having much improved results in the third quarter and first three quarters
this year. This improvement in Canada is expected to continue. The
Manufacturing and Marketing segment as a whole is expected to have improved
fourth quarter results compared with last year, and for the full year this
segment's earnings should be close to or slightly better than last year.
Life Retail Stores' third quarter sales rose 7.4 percent due to a 2.0 percent
increase in same-store sales plus acquisitions made in the last twelve
months. While third quarter earnings increased, the rate of increase was
slower than in the first two quarters. This year, Life has acquired 23
stores and closed five underperforming stores, and currently is operating 287
stores. Two stores acquired this year were located in Baltimore, Maryland, a
new marketing area for Life. Despite the moderated earnings gains compared
with earlier quarters, results for the three quarters show an excellent
increase over last year, and Life Stores is expected to post another year of
record results.
Recently, we announced an important highlight of our sales and marketing
efforts this year. Angelica has formed an alliance with Standard Textile
Company, Cincinnati, Ohio, for the purpose of contracting with Premier
Purchasing Partners, Westchester, Illinois, which is the nation's largest
health care group purchasing organization and an affiliate of Premier, Inc.,
the largest health care alliance enterprise in the U.S. The Alliance
partners (Angelica and Standard Textile) have entered into a five-year
agreement with Premier Purchasing Partners under which the Alliance partners
will be preferred suppliers of a full range of health care textiles, garments
and textile services to Premier's 1,800 hospital and health care owners and
affiliates. The agreement is a dual source contract with another textile
supplier. Importantly, products and services available from all three
Angelica business segments are being offered to Premier hospitals and
institutions. Under the agreement, Premier Purchasing Partners will actively
support conversion to the Alliance's products and services by those Premier
facilities not already being served by the Alliance partners. Angelica is
pleased to be a party to this arrangement with not only one of the country's
most respected textile suppliers but also with the largest health care
alliance enterprise, and it presents a significant opportunity to increase
Angelica's future sales and revenues.
Although third quarter results were disappointing and fell far short of our
expectations, fourth quarter results should be very close to last year's
fourth quarter before the restructuring charge. We also believe long-term
prospects for Angelica continue to be encouraging, as demonstrated by the
decision of Premier to use products and services of Angelica to help reduce
costs of its member hospitals. In addition, we believe that in time other
hospitals will decide to outsource their textile processing needs to reduce
costs, which should provide sufficient additional revenues to Angelica to
overcome current margin pressures. While the health care market still offers
great long-term opportunities, it will remain very cost competitive near
term. Other markets we serve are experiencing good economic conditions, and
this will help improve future results. We appreciate the patience of our
shareholders during these tough market conditions. In the long term, we
believe your patience will be rewarded.
Respectfully submitted,
/s/ Lawrence J. Young
Lawrence J. Young
Chairman of the Board and President
<PAGE> 8
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands, except per share amounts)
<CAPTION>
Third Quarter Ended Three Quarters Ended
------------------------------ -----------------------------
October 26, October 28, October 26, October 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Textile service revenues $ 64,812 $ 63,525 $195,330 $191,942
Net sales 59,438 60,070 173,149 177,340
-------- -------- -------- --------
124,250 123,595 368,479 369,282
-------- -------- -------- --------
Cost of textile services 54,583 51,884 160,181 154,450
Cost of goods sold 38,009 39,276 112,333 117,473
-------- -------- -------- --------
92,592 91,160 272,514 271,923
-------- -------- -------- --------
Gross profit 31,658 32,435 95,965 97,359
-------- -------- -------- --------
Selling, general and
administrative expenses 25,579 24,881 74,655 73,454
Interest expense 2,417 2,342 7,115 6,775
Other expense, net 720 604 2,004 2,629
-------- -------- -------- --------
28,716 27,827 83,774 82,858
-------- -------- -------- --------
Income before income taxes 2,942 4,608 12,191 14,501
Provision for income taxes 1,118 1,774 4,633 5,583
-------- -------- -------- --------
Net income $ 1,824 $ 2,834 $ 7,558 $ 8,918
======== ======== ======== ========
Net income per share<F*> $ .20 $ .31 $ .83 $ .98
======== ======== ======== ========
Dividends per common share $ .24 $ .24 $ .72 $ .71
======== ======== ======== ========
<FN>
<F*>Based upon weighted average number of common and common equivalent shares
outstanding of 9,148,718 and 9,139,774 for fiscal periods of 1997 and 1996,
respectively.
</TABLE>
<PAGE> 9
<TABLE>
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
<CAPTION>
October 26, 1996 January 27, 1996
---------------- ----------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 2,820 $ 11,029
Receivables, less reserves of $3,873 and $2,687 67,446 67,164
Inventories:
Raw material 26,807 27,612
Work in progress 6,771 6,033
Finished goods 72,797 70,412
-------- --------
106,375 104,057
Linens in service 44,200 40,295
Prepaid expenses 4,641 4,036
-------- --------
Total Current Assets 225,482 226,581
-------- --------
Property and Equipment 213,338 194,007
Less -- reserve for depreciation 111,480 103,213
-------- --------
101,858 90,794
-------- --------
Goodwill 8,058 8,384
Other Acquired Assets 9,164 9,714
Cash Surrender Value of Life Insurance 13,270 12,595
Miscellaneous 7,243 5,159
-------- --------
37,735 35,852
-------- --------
Total Assets $365,075 $353,227
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-term debt $ 7,300 $ --
Current maturities of long-term debt 2,681 2,681
Accounts payable 17,529 17,238
Accrued expenses 28,775 25,302
Income taxes 2,061 317
-------- --------
Total Current Liabilities 58,346 45,538
-------- --------
Long-Term Debt, less current maturities 98,552 100,103
Other Long-Term Obligations 17,346 18,056
Shareholders' Equity:
Preferred Stock:
Class A, Series 1, $1 stated value,
authorized 100,000 shares, outstanding: none -- --
Class B, authorized 2,500,000 shares, outstanding: none -- --
Common stock, $1 par value, authorized 20,000,000
shares, issued: 9,471,538 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 188,166 187,328
Translation adjustment (1,901) (2,439)
Common Stock in treasury, at cost: 340,699 and 330,030 (9,102) (9,027)
-------- --------
190,831 189,530
-------- --------
Total Liabilities and Shareholders' Equity $365,075 $353,227
======== ========
</TABLE>
<PAGE> 10
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
<CAPTION>
Three Quarters Ended
---------------------------------------
October 26, 1996 October 28, 1995
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,558 $ 8,918
Non-cash items included in net income:
Depreciation 9,929 10,249
Amortization of acquisition costs 2,546 3,046
Change in working capital components,
net of businesses acquired 785 (2,313)
Other, net (3,499) (2,196)
-------- --------
Net cash provided by operating activities 17,319 17,704
-------- --------
Cash flows from investing activities:
Expenditures for property and equipment, net (19,295) (5,768)
Cost of businesses acquired (5,725) (10,218)
-------- --------
Net cash used in investing activities (25,020) (15,986)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term debt -- 30,000
Proceeds from issuance of short-term debt 7,300 --
Long-term and short-term debt repayments (1,551) (22,393)
Debt assumed in acquisition -- 3,130
Dividends paid (6,589) (6,489)
Other, net 332 777
-------- --------
Net cash provided by (used in) financing activities (508) 5,025
-------- --------
Net increase (decrease) in cash
and short-term investments (8,209) 6,743
Balance at beginning of year 11,029 2,211
-------- --------
Balance at end of period $ 2,820 $ 8,954
======== ========
</TABLE>
<PAGE> 11
<TABLE>
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
(Dollars in thousands, except ratios, shares and per share amounts)
<CAPTION>
(Unaudited) Year Ended January<F*>
------------------------ -----------------------------------------------------
October 26, October 28,
1996 1995 1996 1995 1994 1993 1992
----------- ----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Working capital $167,136 $185,467 $181,043 $150,734 $157,188 $161,129 $160,379
Current ratio 3.9 to 1 4.9 to 1 5.0 to 1 3.2 to 1 4.0 to 1 4.7 to 1 4.2 to 1
Long-term debt $ 98,552 $101,395 $100,103 $69,683 $72,255 $78,175 $80,506
Shareholders' equity $190,831 $199,866 $189,530 $196,660 $191,993 $189,209 $190,303
Percent long-term debt to
debt and equity 34.1% 33.7% 34.6% 26.2% 27.3% 29.2% 29.7%
Equity per common share $20.90 $21.86 $20.73 $21.57 $21.13 $20.88 $20.43
Common shares outstanding 9,130,839 9,141,514 9,141,508 9,118,912 9,086,034 9,063,834 9,315,535
<FN>
<F*>As reported in Company's Annual Report.
</TABLE>
<PAGE> 12
<TABLE>
EXHIBIT INDEX
- -------------
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<FN>
<F*>Asterisk indicates exhibits filed herewith.
<F**>Management contract or compensatory plan incorporated by
reference from the document listed.
<S> <C>
3.1 Restated Articles of Incorporation of the Company, as currently in
effect. Said Articles were last filed as and are incorporated
herein by reference to Exhibit 3.1 to the Form 10-K for the
fiscal year ended 1/26/91.
3.2 Current By-Laws of the Company, as last amended May 24, 1994. Said
By-Laws were last filed as and are incorporated herein by
reference to Exhibit 3.2 to the Form 10-K for the fiscal year
ended 1/28/95.
4.1 Shareholder Protection Rights Plan. Filed as Registration
Statement on Form 8-A dated August 24, 1988 and incorporated
herein by reference.
4.2 10.3% and 9.76% Senior Notes to insurance company due annually to
2004, together with Note Facility Agreement. Filed as and
incorporated herein by reference to Exhibit 4.2 to the Form 10-K
for the fiscal year ended 1/27/90.
4.3 9.15% Senior Notes to insurance companies due December 31, 2001,
together with Note Agreements and First Amendment thereto. Filed
as and incorporated herein by reference to Exhibit 4.3 to the
Form 10-K for the fiscal year ended 2/1/92.
4.4 8.225% Senior Notes to Nationwide Life Insurance Company, American
United Life Insurance Company, Aid Association for Lutherans, and
Modern Woodmen of America due May 1, 2006, together with Note
Agreement. Filed as and incorporated herein by reference to
Exhibit 4.4 to the Form 10-Q for the fiscal quarter ended July
29, 1995.
4.5 Uncommitted Shelf Agreement dated March 1, 1996 for Senior Notes
to insurance company, together with Amendment Agreement No. 1 to
Note Facility Agreement referred to in Exhibit 4.2 above. Filed
as and incorporated herein by reference to Exhibit 4.5 to the
Form 10-K for the fiscal year ended 1/27/96.
4.6 Term Loan Agreement between Angelica Corporation and The First
National Bank of Boston dated as of October 2, 1995. Filed as
and incorporated herein by reference to Exhibit 4.6 to the Form
10-K for the fiscal year ended 1/27/96.
6
<PAGE> 13
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<FN>
Note: No other long-term debt instrument issued by the Registrant
exceeds 10% of the consolidated total assets of the Registrant
and its subsidiaries. In accordance with Item 601(b) (4) (iii)
(A) of Regulation S-K, the Registrant will furnish to the
Commission upon request copies of long-term debt instruments and
related agreements.
10.1 Angelica Corporation 1994 Performance Plan (as amended 1/31/95) -
Form 10-K for fiscal year ended 1/28/95, Exhibit 10.1.<F**>
10.2 Retirement Benefit Agreement between the Company and Alan D.
Wilson dated August 25, 1987 - Form 10-K for fiscal year ended
1/28/95, Exhibit 10.2.<F**>
10.3 Form of Participation Agreement for the Angelica Corporation
Management Retention and Incentive Plan with attachment setting
out officers covered under such agreements and the "Benefit
Multiple" listed for each - Form 10-K for fiscal year ended
1/30/93, Exhibit 10.3.<F**>
10.4 Angelica Corporation Stock Option Plan (As amended November 29,
1994)- Form 10-K for fiscal year ended 1/28/95, Exhibit 10.7.<F**>
10.5 Angelica Corporation Stock Award Plan - Form 10-K for fiscal year
ended 2/1/92, exhibit 10.<F**>
10.6 Angelica Corporation Retirement Savings Plan, as amended and
restated - Form 10-K for fiscal year ended 1/27/90, exhibit
19.3, incorporating all amendments thereto through the date of
this filing.<F**>
10.7 Supplemental Plan - Form 10-K for fiscal year ended 1/27/90,
exhibit 19.10, incorporating all amendments thereto through the
date of this filing.<F**>
10.8 Incentive Compensation Plan (restated) - Form 10-K for fiscal year
ended 1/27/90, exhibit 19.11.<F**>
10.9 Deferred Compensation Option Plan for Selected Management
Employees - Form 10-K for fiscal year ended 1/26/91, exhibit
19.9, incorporating all amendments thereto filed through the date
of this filing.<F**>
10.10 Deferred Compensation Option Plan for Directors - Form 10-K for
fiscal year ended 1/26/91, exhibit 19.8, incorporating all
amendments thereto filed through the date of this filing.<F**>
7
<PAGE> 14
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
10.11 Supplemental and Deferred Compensation Trust - Form 10-K for
fiscal year ended 2/1/92, exhibit 19.5.<F**>
10.12 Management Retention Trust - Form 10-K for fiscal year ended
2/1/92, exhibit 19.4.<F**>
10.13 Performance Shares Plan for Selected Senior Management (restated)
- Form 10-K for fiscal year ended 1/26/91, exhibit 19.3.<F**>
10.14 Management Retention and Incentive Plan (restated) - Form 10-K
for fiscal year ended 1/26/91, exhibit 19.1.<F**>
10.15 Non-Employee Directors Stock Plan - Form 10-K for fiscal year
ended 1/27/90, exhibit 10.3, incorporating all amendments thereto
through the date of this filing.<F**>
10.16 Restated Deferred Compensation Plan for Non-Employee Directors -
Form 10-K for fiscal year ended 1/28/84, exhibit 10 (v),
incorporating all amendments thereto through the date of this
filing.<F**>
10.17 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through October 25, 1994)- Form
10-K for fiscal year ended 1/28/95, Exhibit 10.20, incorporating
all amendments thereto through the date of this filing.<F**>
10.18 Angelica Corporation Pension Plan as Amended and Restated - Form
10-K for fiscal year ended 1/26/91, exhibit 19.7, incorporating
all amendments thereto through the date of this filing.<F**>
10.19 Angelica Corporation 1994 Non-Employee Directors Stock Plan,
incorporated by reference to Appendix A of the Company's Proxy
Statement for the Annual Meeting of Shareholders held on May 23,
1995.<F**>
10.20 Specimen form of Stock Option Agreement under the Angelica
Corporation Stock Option Plan - Form 10-K for fiscal year ended
1/27/96, exhibit 10.20.<F**>
10.21 Specimen form of Stock Option Agreement under the Angelica
Corporation 1994 Performance Plan - Form 10-K for fiscal year
ended 1/27/96, exhibit 10.21.<F**>
8
<PAGE> 15
10.22 Fourteenth Amendment to Angelica Corporation Retirement Savings
Plan as amended and restated, dated October 29, 1996.<F*>
27 Financial Data Schedule<F*>
</TABLE>
9
<PAGE> 16
PART II. OTHER INFORMATION
ANGELICA CORPORATION AND SUBSIDIARIES
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) See Exhibit Index included herein on page 6.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
third quarter ended October 26, 1996.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Angelica Corporation
--------------------
(Registrant)
Date: December 2, 1996 /s/ T. M. Armstrong
----------------------------------------
T. M. Armstrong
Senior Vice President -
Finance and Administration
Chief Financial Officer
(Principal Financial Officer)
/s/ L. Linden Mann
----------------------------------------
L. Linden Mann
Controller
(Principal Accounting Officer)
10
<PAGE> 1
FOURTEENTH AMENDMENT
TO
ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
WHEREAS, Angelica Corporation, a corporation duly organized and
existing under the laws of the State of Missouri (hereinafter the "Company"),
established and continues to maintain the Angelica Corporation Retirement
Savings Plan (hereinafter the "Plan"); and
WHEREAS, effective November 1, 1996, the Company desires to make
certain amendments to the Plan.
NOW, THEREFORE, the Plan is hereby amended, effective November 1, 1996,
in the following respect:
Section 10.1(b) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"(b) The lesser of (i) one-half (1/2) of the aggregate amount which
would be distributable to the Participant from his Account in
the event of the termination of his employment with the
Employing Companies, or (ii) the amount in such Participant's
Account which is invested in the Interest Income Fund."
IN WITNESS WHEREOF, the Company has executed this Fourteenth Amendment
and affixed its corporate seal hereto by its duly authorized officer on this
29th day of October, 1996.
- ---- -------
ANGELICA CORPORATION
By /s/ L. J. Young
-------------------------------------
Chairman of the Board,
President and Chief Executive Officer
[SEAL]
WITNESSED BY:
/s/ Jill Witter
- ---------------------------
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements for period ended October 26, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-25-1997
<PERIOD-START> JAN-28-1996
<PERIOD-END> OCT-26-1996
<CASH> 2,820
<SECURITIES> 0
<RECEIVABLES> 71,319
<ALLOWANCES> (3,873)
<INVENTORY> 150,575
<CURRENT-ASSETS> 225,482
<PP&E> 213,338
<DEPRECIATION> (111,480)
<TOTAL-ASSETS> 365,075
<CURRENT-LIABILITIES> 58,346
<BONDS> 98,552
<COMMON> 9,472
0
0
<OTHER-SE> 181,359
<TOTAL-LIABILITY-AND-EQUITY> 365,075
<SALES> 173,149
<TOTAL-REVENUES> 368,479
<CGS> 112,333
<TOTAL-COSTS> 272,514
<OTHER-EXPENSES> 75,515
<LOSS-PROVISION> 1,144
<INTEREST-EXPENSE> 7,115
<INCOME-PRETAX> 12,191
<INCOME-TAX> 4,633
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,558
<EPS-PRIMARY> .83
<EPS-DILUTED> .83
</TABLE>
