<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
July 27, 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 September 6, 1996 was 9,133,905 shares.
===============================================================================
<PAGE> 2
<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR JULY 27, 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 -
Second Quarter and First Half Ended
July 27, 1996 and July 29, 1995 3
Consolidated Balance Sheets -
July 27, 1996 and January 27, 1996 4
Consolidated Statements of Cash Flows -
First Half Ended July 27, 1996
and July 29, 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 6-11
</TABLE>
<PAGE> 3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED JULY 27, 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 July 27, 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 $2,806,000 and $4,476,000 in the
first half of fiscal 1997 and 1996, respectively; and in these periods
interest payments were $4,657,000 and $3,902,000, respectively.
2
<PAGE> 4
<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED JULY 27, 1996
<CAPTION>
Analysis of Operations
- ----------------------
Second Quarter Ended First Half Ended
-------------------- ----------------
July 27, 1996 July 29, 1995 July 27, 1996 July 29, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales and Textile Service Revenues
- ----------------------------------
Textile Services $ 65,306 $ 63,513 $130,518 $128,417
Manufacturing and Marketing 45,367 45,890 89,952 92,992
Retail Sales 18,584 17,339 37,132 34,222
Intersegment Sales (6,669) (4,882) (13,373) (9,944)
------- ------- ------- -------
$122,588 $121,860 $244,229 $245,687
======= ======= ======= =======
Gross Profit
- ------------
Textile Services $ 11,746 $ 12,149 $ 24,920 $ 25,851
Manufacturing and Marketing 9,994 10,169 19,146 20,548
Retail Sales 10,133 9,311 20,241 18,525
------- ------- ------- -------
$ 31,873 $ 31,629 $ 64,307 $ 64,924
======= ======= ======= =======
</TABLE>
Combined sales and textile service revenues increased 0.6 percent in the
second quarter ended July 27, 1996 and declined 0.6 percent in the first
half of the year compared with prior year periods. Excluding acquisitions
made over the last year, combined sales and revenues would have decreased
3.1 percent and 4.1 percent, respectively. Textile service revenues rose
2.8 percent and gross profit dropped 3.3 percent as margins were adversely
affected by poor performance by a small group of plants plus continued
price pressures from health care customers. Second quarter sales of the
Manufacturing and Marketing segment decreased 1.1 percent compared with the
same quarter last year, and gross profit increased 1.0 percent. The
Canadian operations of this segment had second quarter results which were
much improved over last year while the United Kingdom operations had lower
results. The U.S. operations had both increased sales and better operating
results. Life Retail Stores' second quarter sales increased 7.2 percent as
a result of a 3.1 percent increase in same-store sales together with volume
from acquisitions made since last year and gross profit rose 8.8 percent.
Selling, general and administrative expenses increased $641,000 or 2.7
percent in the second quarter compared with the same period last year, with
most of the increase being the result of acquisitions. These expenses
increased as a percent of combined sales and textile service revenues from
19.7 percent to 20.1 percent in the second quarter of fiscal 1997.
3
<PAGE> 5
Financial Condition
- -------------------
The Company had working capital of $170,641,000 and a current ratio of 4.3
to 1 at July 27, 1996, compared with $183,057,000 and 5.2 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 34.0 percent at the close
of the second quarter, compared with 34.6 percent at the beginning of the
year and 33.1 percent a year ago.
Operating activities provided a total cash flow of $9,309,000 in the first
half compared with $6,314,000 in the first half last year, with most of the
difference being due to decreased requirements for working capital. Uses
of cash flow included $14,461,000 for capital expenditures and $2,090,000
for acquisitions. Capital expenditures include outlays for two 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 $6,100,000 offset by the
normal sinking fund payments for 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
T E X T I L E S E R V I C E S I M A G E A P P A R E L
I N N O V A T I O N V A L U E
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Tel: 314.854.3800
Fax: 314.854.3890
ANGELICA(R)
August 15, 1996
Dear Shareholder:
We are pleased to report that second quarter earnings increased slightly
over the same quarter last year, breaking a string of four quarters of
declines compared with the comparable prior period. Combined sales and
textile service revenues for the second quarter were $122,588,000, up 0.6
percent from $121,860,000 in last year's second quarter. Pretax income of
$4,318,000 compared with $4,303,000 in the prior year, and net income of
$2,677,000 increased 1.2 percent from $2,646,000 in the comparable prior
period. Net income per share was $.30 versus $.29 in the second quarter of
last year, an increase of 3.5 percent.
Combined sales and textile service revenues for the first half of this year
were $244,229,000 versus $245,687,000 in last year's first half, or 0.6
percent lower. Income before taxes was $9,249,000, which compared with
$9,893,000 in the first six months of last year, and net income decreased
5.8 percent to $5,734,000 versus $6,084,000 in the same period last year.
In the first half of this year, earnings per share were $.63 compared with
$.67 last year.
A significant second quarter earnings improvement by our smallest business
segment, Life Retail Stores, together with a modest earnings increase by our
Manufacturing and Marketing segment, was offset to some extent by a modest
decrease in profits of Textile Services, our largest business segment. For
the first half of the year, a significant earnings gain in the Retail Store
segment was offset by declines in earnings in both the Textile Services and
the Manufacturing and Marketing segments.
Revenues of the Textile Services segment increased 2.8 percent in the second
quarter, with all of that increase being the result of acquisitions made
last year. The percentage decline in earnings for the second quarter was
somewhat less than the decline in the first quarter, and was principally the
result of poor performance by a small group of plants. Two plants closed at
the end of the second quarter pursuant to the restructuring plan performed
much more poorly as they approached shutdown than had been expected. The
Las Vegas plant also had a significant decline in earnings compared with the
second quarter of last year, still feeling the effect of the previously-
reported loss of a large, non-health care customer at midyear last year.
However, we are pleased to report that the second quarter decline in
earnings in Las Vegas was substantially less than the decline in the first
quarter, and due to recent volume improvements, we expect that plant to
continue to improve as the year goes on. A few other plants had declines in
earnings, principally the result of a loss of customers due to competitive
pricing where we elected to "hold the line" against further margin
deterioration. A new series of cost reduction steps are being taken to help
offset this revenue loss and margin pressure which will benefit earnings in
the remainder of the year. Earnings in the second quarter for the Textile
Services segment were somewhat below our expectations, but we still believe
that this business segment will show earnings improvement for the balance of
the year.
Second quarter sales of the Manufacturing and Marketing segment declined 1.1
percent, with a small sales increase in the U.S. operations being offset by
sales declines in the foreign operations. Operating results improved in the
United States and Canada, partially offset by lower results in the United
Kingdom. The improvement in earnings of the Angelica Image Apparel
division, this segment's U.S. operations, was a result of increases in sales
and gross margins offset in part by higher operating expenses. Notably,
incoming business in the United States was up nicely over the second quarter
of last year, with the health care market showing the strongest gains and
the hospitality markets showing a slight increase. Even though the
Canadian operations had lower sales in the second quarter, improved gross
margins together with excellent control of operating expenses resulted in a
good earnings increase. At our operations in England, a drop in
<PAGE> 7
sales volume, combined with lower margins, caused a loss in the second
quarter compared with a small profit last year. Improving incoming business
levels at the Angelica Image Apparel division, together with better results
from our Canadian operations, cause us to be optimistic about improved
earnings in the Manufacturing and Marketing segment during the remainder of
this fiscal year.
Second quarter sales of Life Retail Stores increased 7.2 percent, and
earnings increased at a significantly more rapid rate than the sales
increase. The same-store sales gain for the second quarter was 3.1 percent,
down from a gain of 8.1 percent in the first quarter this year. During the
second quarter, Life announced the acquisition of a chain of thirteen retail
uniform stores in Texas and Louisiana which should add total annual sales
volume of approximately $2,700,000. This acquisition provided geographical
expansion by Life into three cities not previously served, and also
increased market penetration in other markets already served. At the end of
the second quarter, Life was operating 282 stores, an increase of 16 stores
over the same period last year. This segment continues to be on track to
post its tenth consecutive year of record earnings.
The highlight of the second quarter was our announcement that we reached
agreement with BJC Health System, a major integrated health care network
headquartered in St. Louis, Missouri, to provide total linen service to more
than 32 of BJC's acute care hospitals, clinics, nursing homes and extended-care
facilities in Eastern Missouri and Southern Illinois. We will provide textile
rental laundry service and health care garments as well as linen management
systems designed to help lower BJC's total textile costs. We are pleased to
provide our services to this very prestigious health care institution. The
phase-in of BJC's facilities is under way, but will take several more months
and is expected to produce additional annual revenues of approximately
$10,000,000 when complete. This agreement represents further confirmation of
the nationwide trend of hospitals shifting from on-premise and cooperative
laundries to contract laundry service in order to lower textile and laundry
processing costs. We continue to have numerous conversations with hospitals
that have on-premise laundries or that belong to co-op laundries which are
interested in our lower-cost, outsourcing alternative. This offers us a
significant opportunity for revenue and earnings growth in the future.
Also accomplished in the second quarter was the start-up of our new textile
service plant at Rockmart, Georgia, which under our restructuring plan
replaced our laundry at nearby Rome, Georgia. As a part of that plan, the
Montgomery, Alabama laundry was closed and the volume moved to Rockmart,
where greater operating efficiencies are anticipated with the larger volume
throughput.
We were pleased to post an improvement in second quarter earnings, but were
somewhat disappointed that the increase was not quite as large as we had
planned. The two textile service plants that are now closed were part of
the reason for being below our expectations, but continuing competitive
pricing and resulting margin squeeze in the health care market are causing
us to moderate expectations for earnings increases by the Textile Services
segment during the remainder of the year. As noted above, we have
undertaken a new round of cost reduction efforts in this business segment in
response to these continuing pressures. We believe we have taken, and we
will continue to take, the necessary steps to show overall earnings
increases for the remainder of the year. While the health care market still
offers us great long-term opportunities, we believe it will remain a very
cost-competitive market in the near term. The other markets that we serve
are experiencing good economic conditions, and we expect that this will help
improve future operating results. We continue to believe that the
fundamentals of our businesses remain sound, and for the remainder of this
current year we expect to experience increases in earnings.
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>
Second Quarter Ended First Half Ended
------------------------------- -----------------------------
July 27, 1996 July 29, 1995 July 27, 1996 July 29, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Textile service revenues $ 65,306 $ 63,513 $130,518 $128,417
Net sales 57,282 58,347 113,711 117,270
------- ------- ------- -------
122,588 121,860 244,229 245,687
------- ------- ------- -------
Cost of textile services 53,560 51,364 105,598 102,566
Cost of goods sold 37,155 38,867 74,324 78,197
------- ------- ------- -------
90,715 90,231 179,922 180,763
------- ------- ------- -------
Gross profit 31,873 31,629 64,307 64,924
------- ------- ------- -------
Selling, general and
administrative expenses 24,627 23,986 49,076 48,573
Interest expense 2,348 2,338 4,698 4,433
Other expense, net 580 1,002 1,284 2,025
------- ------- ------- -------
27,555 27,326 55,058 55,031
------- ------- ------- -------
Income before income taxes 4,318 4,303 9,249 9,893
Provision for income taxes 1,641 1,657 3,515 3,809
------- ------- ------- -------
Net income $ 2,677 $ 2,646 $ 5,734 $ 6,084
======= ======= ======= =======
Net income per share<F*> $ .30 $ .29 $ .63 $ .67
======= ======= ======= =======
Dividends per common share $ .24 $ .235 $ .48 $ .47
======= ======= ======= =======
<FN>
<F*>Based upon weighted average number of common and common equivalent shares outstanding of
9,155,948 and 9,139,357 for fiscal periods of 1997 and 1996, respectively.
</TABLE>
<PAGE> 9
<TABLE>
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
<CAPTION>
July 27, 1996 January 27, 1996
------------- ----------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 4,453 $ 11,029
Receivables, less reserves of $3,429 and $2,687 68,606 67,164
Inventories:
Raw material 24,144 27,612
Work in progress 7,423 6,033
Finished goods 71,166 70,412
------- -------
102,733 104,057
Linens in service 42,788 40,295
Prepaid expenses 3,915 4,036
------- -------
Total Current Assets 222,495 226,581
------- -------
Property and Equipment 208,973 194,007
Less -- reserve for depreciation 108,773 103,213
------- -------
100,200 90,794
------- -------
Goodwill 8,168 8,384
Other Acquired Assets 8,754 9,714
Cash Surrender Value of Life Insurance 13,045 12,595
Miscellaneous 6,743 5,159
------- -------
36,710 35,852
------- -------
Total Assets $359,405 $353,227
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-term debt $ 6,100 $ --
Current maturities of long-term debt 2,681 2,681
Accounts payable 16,854 17,238
Accrued expenses 25,288 25,302
Income taxes 931 317
------- -------
Total Current Liabilities 51,854 45,538
------- -------
Long-Term Debt, less current maturities 98,707 100,103
Other Long-Term Obligations 17,618 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 188,533 187,328
Translation adjustment (2,207) (2,439)
Common Stock in treasury, at cost: 324,597 and 330,030 (8,768) (9,027)
------- -------
191,226 189,530
------- -------
Total Liabilities and Shareholders' Equity $359,405 $353,227
======= =======
</TABLE>
<PAGE> 10
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
<CAPTION>
First Half Ended
-------------------------------
July 27, 1996 July 29, 1995
------------- -------------
<S> <C> <C>
Cash flows from Operating Activities
Net income $ 5,734 $ 6,084
Non-cash items included in net income:
Depreciation 6,466 6,728
Amortization of acquisition costs 1,682 2,123
Change in working capital components,
net of businesses acquired (2,087) (6,192)
Other, net (2,486) (2,429)
------- -------
Net cash provided by operating activities 9,309 6,314
------- -------
Cash Flows from Investing Activities
Expenditures for property and equipment, net (14,461) (4,274)
Cost of businesses acquired (2,090) (3,844)
------- -------
Net cash used in investing activities (16,551) (8,118)
------- -------
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt -- 30,000
Proceeds from issuance of short-term debt 6,100 --
Debt repayments (1,396) (22,271)
Dividends paid (4,397) (4,295)
Other, net 359 893
------- -------
Net cash provided by financing activities 666 4,327
------- -------
Net increase (decrease) in cash and
short-term investments (6,576) 2,523
Balance at beginning of year 11,029 2,211
------- -------
Balance at end of period $ 4,453 $ 4,734
====== ======
</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*>
----------------------- ------------------------------------------------------------
July 27, July 29,
1996 1995 1996 1995 1994 1993 1992
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Working capital $170,641 $183,057 $181,043 $150,734 $157,188 $161,129 $160,379
Current ratio 4.3 to 1 5.2 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 $98,707 $98,512 $100,103 $69,683 $72,255 $78,175 $80,506
Shareholders' equity $191,226 $199,342 $189,530 $196,660 $191,993 $189,209 $190,303
Percent long-term debt to
debt and equity 34.0% 33.1% 34.6% 26.2% 27.3% 29.2% 29.7%
Equity per common share $20.91 $21.81 $20.73 $21.57 $21.13 $20.88 $20.43
Common shares outstanding 9,146,941 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
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders
- ---------------------------------------------
The Annual Shareholders Meeting was held on May 29, 1996. The Items on the
agenda other than the election of Directors were two shareholder proposals,
both of which were defeated by the shareholders.
APPROVAL OF GOLDEN PARACHUTE AGREEMENTS The shareholder requested
that the Board of Directors adopt a policy against entering into future
agreements with officers and directors of the corporation which provide
compensation contingent on a change of control of the corporation, unless
such compensation agreements were submitted to a vote of the shareholders
and approved by a majority of shares voting on the issue.
<TABLE>
<CAPTION>
Votes: For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
<S> <C> <C> <C>
2,543,922 3,889,002 345,344 921,453
</TABLE>
ELIMINATION OF CLASSIFIED BOARD OF DIRECTORS The submitting shareholder
requested that the Board of Directors take the necessary steps, in accordance
with state law, to declassify the Board of Directors so that all directors are
elected annually, such declassification to be effected in a manner that does
not affect the unexpired terms of directors previously elected.
<TABLE>
<CAPTION>
Votes: For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
<S> <C> <C> <C>
2,586,714 3,972,852 220,712 919,443
</TABLE>
NOMINEES FOR DIRECTORS:
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
Earle H. Harbison, Jr. 7,032,128 667,593
Charles W. Mueller 7,621,978 77,743
William A. Peck 7,621,411 78,310
</TABLE>
Item 6. Exhibit and Reports on Form 8-K
- ---------------------------------------
(a)
See Exhibit Index included herein on page 7.
(b) Reports on Form 8-K -- There were no reports on Form 8-K filed for
the second quarter ended July 27, 1996.
6
<PAGE> 13
<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.
<C> <S>
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.
7
<PAGE> 14
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
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.
<C> <S>
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**>
8
<PAGE> 15
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
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**>
9
<PAGE> 16
10.22 Amendment to Angelica Corporation Supplemental Plan, dated July 30,
1996.<F*>
10.23 Seventh Amendment to Angelica Corporation Pension Plan as amended and
restated, dated July 30, 1996.<F*>
10.24 Thirteenth Amendment to Angelica Corporation Retirement Savings Plan as
amended and restated, dated July 30, 1996.<F*>
27 Financial Data Schedule<F*>
</TABLE>
10
<PAGE> 17
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: September 6, 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)
11
<PAGE> 1
AMENDMENT
TO
ANGELICA CORPORATION
SUPPLEMENTAL PLAN
The Angelica Corporation Supplemental Plan (the "Plan") hereby is
amended, effective as of August 1, 1996 in the following
particulars.
1. Section 1(f) of the Plan is amended to read as follows:
"(f) The word `compensation' means all remuneration for
personal services paid a Participant by the
Company during a Plan Year, including
discretionary or incentive bonus or other extra
compensation and all employee contributions under
the Angelica Corporation Retirement Savings Plan,
the Angelica Corporation Deferred Compensation
Option Plan for Directors and the Angelica
Corporation Deferred Compensation Option Plan for
Selected Management Employees, whether or not such
contributions constituted taxable income to the
Participant, but excluding any matching
contributions in cash and/or Company stock made by
the Company on behalf of the Participant under an
incentive, stock or nonqualified deferred
compensation plan maintained by the Company, any
contractual bonus committed in connection with the
acquisition of any business by the Company, any
costs of this plan, any amount contributed by the
Company for the benefit of such Participant to any
pension or profit sharing plan (including the
Federal Social Security Program), any amount paid
by the Company on behalf of such Participant for
life, accident, health or medical insurance or for
any other so-called `fringe benefits,' or any
reimbursement (directly or indirectly) of
expenses, or any expense paid on behalf of such
Participant."
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized officer this 30th day of
----
July , 1996.
- --------------------
ANGELICA CORPORATION
By /s/ L. J. Young
-------------------------------------
Chairman of the Board,
President and Chief Executive Officer
<PAGE> 1
SEVENTH AMENDMENT TO THE
ANGELICA CORPORATION
PENSION PLAN
(As Restated April 1, 1989)
WHEREAS, Angelica Corporation (herein referred to as the
"Company") established effective April 1, 1980, the Angelica
Corporation Pension Plan (hereinafter referred to as the "Plan");
and
WHEREAS, the Company desires to amend said Plan effective as
of August 1, 1996.
NOW, THEREFORE, the Company does hereby amend the Plan
effective as of August 1, 1996, in the following respect:
Section 1.10 of the Plan is hereby deleted in its entirety
and the following is substituted in lieu thereof:
"Section 1.10. `Compensation' means all salary,
wages and other amounts paid to a Participant,
including overtime or premium pay, commissions and
discretionary bonuses and amounts paid (at straight-
time rates for hourly-paid persons and at regular
salary rates for salaried persons) for periods not
worked while on leave of absence or because of vacation
time, holiday time off, furlough, sick leave,
bereavement or military leave or jury duty; provided,
however, that Compensation paid while a Participant is
on a leave of absence shall only be counted if the
Participant returns to active employment immediately
following the termination of the leave of absence
unless the Participant dies prior to the termination of
the leave of absence in which case his Compensation
paid while on such leave of absence shall be counted.
Compensation does not include any matching
contributions in cash and/or Company stock made by the
Company or any Affiliated Employer on behalf of the
Participant under an incentive, stock or nonqualified
deferred compensation plan maintained by the Company or
any Affiliated Employer, any payments or the value of
any shares of stock received under the Performance
Shares Plan For Selected Management, any remuneration
paid to a Participant after the Participant's
termination of employment (except the first commission
check paid to the Participant after the last day of
employment), any contractual bonus or incentive award
committed in connection with the acquisition of any
going business or amount contributed to this Plan or
any other pension, retirement, deferred compensation,
group insurance, health and welfare, or similar plan,
or any other so-called `fringe benefits,' or any
expense allowances or reimbursements or expenses paid
on behalf of any such Participant (even if subsequently
not allowed as such and treated as additional
compensation for federal income tax purposes), except
that Compensation shall include the portion of any
premiums for group term life insurance paid by the
Company which constitutes taxable income to the
Employee and shall include all remuneration which is
not currently includable in the Participant's gross
income by reason of the application of Code Section 125
and all Employee Contributions (even though designated
as Employer
<PAGE> 2
Contributions for Federal income tax purposes) from and after
February 1, 1984 under the Angelica Corporation Retirement
Savings Plan, whether or not such contributions constituted
taxable income to the Employee. The amount shown on the
records of the Affiliated Companies as paid a Participant for
any Plan Year shall be conclusive and binding on all parties
unless demonstrated, to the satisfaction of the Administrator,
to be clearly erroneous.
In addition to other applicable limitations which
may be set forth in the Plan and notwithstanding any
other contrary provision of the Plan, Compensation
taken into account under the Plan shall not exceed
$150,000, or such amount as provided in Code Section
401(a)(17) for such Plan Year."
IN WITNESS WHEREOF, the Company has caused this Seventh
Amendment to be executed this 30th day of July , 1996.
---- -----------
ANGELICA CORPORATION
By /s/ L. J. Young
-------------------------------------
Chairman of the Board,
President and Chief Executive Officer
[SEAL]
ATTEST:
/s/ Jill Witter
- ------------------------
Secretary
- 2 -
<PAGE> 1
THIRTEENTH 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 August 1, 1996, the Company desires to
make certain amendments to the Plan.
NOW, THEREFORE, the Plan is hereby amended, effective as of
August 1, 1996, as follows:
I.
Section 1.4 of the Plan is hereby deleted in its entirety
and the following is substituted in lieu thereof:
"1.4. `Base Pay' shall mean the total of all
remuneration actually paid by the Participating
Employer during the Plan Year determined before
reduction under a salary deferral election entered into
by the Participant in accordance with Section 4.3.
Base Pay shall include salary, bonuses, commissions,
wages and overtime payments. Base Pay shall not
include any remuneration paid to the Participant by the
Company or Participating Employer after the
Participant's termination of employment, severance pay,
unused vacation pay, expenses paid for or reimbursed to
a Participant, any matching contributions in cash
and/or Company stock made by the Employing Companies on
behalf of the Participant under an incentive, stock or
nonqualified deferred compensation plan maintained by
the Employing Companies, and all Matching Contributions
made under this Plan and contributions made to any
other plan maintained by the Employing Companies or to
which the Employing Companies are required to make
contributions on behalf of the Participant which
satisfy the requirements of Code Section 401, or any
other statute of similar import. Base Pay shall not
exceed $150,000, or such amount as provided in Code
Section 401(a)(17) for such Plan Year."
II.
The following Section 10.5 is hereby added to the Plan which
shall read as follows:
"Section 10.5. A Participant may be charged a
loan processing fee in such amount and at such time as
determined by the Administrator."
<PAGE> 2
IN WITNESS WHEREOF, the Company has executed this Thirteenth
Amendment and affixed its corporate seal hereto by its duly
authorized officer on this 30th day of July , 1996.
---- -----------------
ANGELICA CORPORATION
By /s/ L. J. Young
-------------------------------------
Chairman of the Board,
President and Chief Executive Officer
[SEAL]
WITNESSED BY:
/s/ Jill Witter
- -------------------------------------
Secretary
- 2 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements for period ended July 27, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-25-1997
<PERIOD-START> JAN-28-1996
<PERIOD-END> JUL-27-1996
<CASH> 4,453
<SECURITIES> 0
<RECEIVABLES> 72,035
<ALLOWANCES> (3,429)
<INVENTORY> 145,521
<CURRENT-ASSETS> 222,495
<PP&E> 208,973
<DEPRECIATION> (108,773)
<TOTAL-ASSETS> 359,405
<CURRENT-LIABILITIES> 51,854
<BONDS> 98,707
<COMMON> 9,472
0
0
<OTHER-SE> 181,754
<TOTAL-LIABILITY-AND-EQUITY> 359,405
<SALES> 113,711
<TOTAL-REVENUES> 244,229
<CGS> 74,324
<TOTAL-COSTS> 179,922
<OTHER-EXPENSES> 49,637
<LOSS-PROVISION> 723
<INTEREST-EXPENSE> 4,698
<INCOME-PRETAX> 9,249
<INCOME-TAX> 3,515
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,734
<EPS-PRIMARY> .63
<EPS-DILUTED> .63
</TABLE>
