<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 26, 1997 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 August 29, 1997 was 9,151,942 shares.
===============================================================================
<PAGE> 2
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR JULY 26, 1997 FORM 10-Q QUARTERLY REPORT
<TABLE>
<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 26, 1997 and July 27, 1996 3
Consolidated Balance Sheets -
July 26, 1997 and January 25, 1997 4
Consolidated Statements of Cash Flows -
First Half Ended July 26, 1997
and July 27, 1996 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 6-12
</TABLE>
<PAGE> 3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED JULY 26, 1997
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be
read in conjunction with the fiscal 1997 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 26, 1997, 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 $998,000 and $2,806,000 in the
first half of fiscal 1998 and 1997, respectively; and in these
periods interest payments were $5,152,000 and $4,657,000,
respectively.
2
<PAGE> 4
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED JULY 26, 1997
<TABLE>
<CAPTION>
Analysis of Operations
- ----------------------
Second Quarter Ended First Half Ended
-------------------- ----------------
July 26, 1997 July 27, 1996 July 26, 1997 July 27, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales and Textile Service Revenues
- ----------------------------------
Textile Services $ 72,205 $ 65,306 $143,739 $130,518
Manufacturing and Marketing 43,518 45,367 85,930 89,952
Retail Sales 19,913 18,584 40,282 37,132
Intersegment Sales (6,416) (6,669) (13,374) (13,373)
-------- -------- -------- --------
$129,220 $122,588 $256,577 $244,229
======== ======== ======== ========
Gross Profit
- ------------
Textile Services $ 13,090 $ 11,746 $ 26,741 $ 24,920
Manufacturing and Marketing 7,747 9,994 15,755 19,146
Retail Sales 10,862 10,133 21,877 20,241
-------- -------- -------- --------
$ 31,699 $ 31,873 $ 64,373 $ 64,307
======== ======== ======== ========
</TABLE>
Combined sales and textile service revenues increased 5.4 percent in the
second quarter ended July 26, 1997 and increased 5.1 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 increased 1.3
percent and 1.4 percent, respectively. Textile service revenues rose 10.6
percent and gross profit increased 11.4 percent due to a combination of
continued favorable impact of a co-op laundry acquisition earlier this year
plus a continuation of modestly higher price levels. Second quarter sales of
the Manufacturing and Marketing segment decreased 4.1 percent compared with
the same quarter last year, and gross margin decreased 22.5 percent. Better
sales and results in the Canadian and United Kingdom operations of this
segment were more than offset by a modest sales decline and a substantial loss
suffered by the U.S. operation. Life Retail Stores' second quarter sales
increased 7.2 percent as a result of a 2.5 percent increase in same-store
sales together with volume from acquisitions made since last year, and gross
profit rose 7.2 percent.
Selling, general and administrative expenses increased 7.9 percent in the
second quarter compared with the same period last year, and these expenses
increased as a percent of combined sales and textile service revenues from
20.1 percent to 20.6 percent in the second quarter. The Manufacturing and
Marketing segment has increased its sales and marketing efforts. These costs,
together with the
3
<PAGE> 5
effect of acquisitions made by Life Retail Stores, have contributed to the
increase in selling, general and administrative expenses. Interest expense of
$2,566,000 (net of capitalization of $277,000 interest during construction) was
$218,000 higher in the quarter as a result of higher debt levels associated with
expenditures for the construction of new plants by the Textile Services segment
and for acquisitions made during last year.
Financial Condition
- -------------------
The Company had working capital of $137,766,000 and a current ratio of 2.4 to
1 at July 26, 1997, compared with $163,015,000 and 3.3 to 1 at the beginning
of the year. Lower working capital and current ratio were the result of the
incurrence of short-term debt to finance acquisitions and capital
expenditures. The ratio of long-term debt to debt-plus-equity was 34.2
percent at the close of the second quarter, compared with 34.0 percent at the
beginning of the year.
Operating activities provided a total cash flow of $8,854,000 in the first
half compared with $9,309,000 in the first half last year, with most of the
difference being due to lower net income offset by decreased requirements for
working capital. Uses of cash flow included $11,661,000 for capital
expenditures and $23,088,000 for acquisitions. Capital expenditures include
outlays for the completion of two new Textile Services plants to replace
existing plants. Financing activities reflect the issuance of short-term
borrowing of $27,600,000 and $3,000,000 of assumed debt in acquisition 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 except that the level of capital
expenditures is expected to decrease as the two new Textile Services plants
are completed in the near term.
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
TEXTILE SERVICES IMAGE APPAREL INNOVATIVE VALUE Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri
63017-3406
Angelica [LOGO] Tel: 314.854.3800
August 15, 1997
Dear Shareholders:
This is my first communication to you since having been named Angelica
Corporation's Chairman of the Board and interim President and Chief Executive
Officer effective August 1, 1997. I want to make you aware of the background
of that decision and my thoughts about this Corporation's future direction.
It is obvious to anyone who can read financial reports that Angelica has not
performed well for several years. That led the Board of Directors to take two
steps beginning in the late fall of 1996. A nationally-known consulting firm
was employed to review our three major businesses and to recommend specific
steps to improve financial performance. At the same time, a prominent
investment banking firm was engaged to conduct a thorough review of strategic
alternatives, including an investigation of what shareholder value might be
realized from a possible sale or merger of the Corporation. After receiving
reports from both groups, Angelica management analyzed the potential impact of
the consultant's suggestions, which were augmented with some internally
generated ideas, and made forecasts of the Corporation's likely future
performance after their implementation.
At the Board of Directors meeting on July 29, 1997, the Board carefully
considered its various options and unanimously determined the following: (i)
that the sale of the entire Corporation or any principal business would not be
the most beneficial action for the shareholders' interest; (ii) that the
management report on the proposed suggestions for improving performance and
the financial forecasts referred to above should be accepted; and (iii) that a
change in management was required. Shareholders should note that the former
corporate CEO, Lawrence J. Young, had also been serving as President of the
Marketing and Manufacturing businesses, which includes Angelica Image Apparel
in the U.S. Each of these two responsibilities is a full-time position, a
very difficult circumstance for anyone. The Board agreed to seek a new
corporate CEO, believing of the two positions it would be the somewhat easier
position to fill from outside the Corporation. A Search Committee has been
appointed consisting of Earle H. Harbison, Jr., Leslie F. Loewe, and H. Edwin
Trusheim. At the same time, Mr. Young was asked to retain his position
directing our Manufacturing and Marketing businesses, which he had managed
very successfully in the 1980s. We are confident that concentrating his
efforts on this segment will lead to better performance in the future. He
also is continuing to serve on the Board.
My own role will not be that of a caretaker, but rather that of an activist.
We are implementing a number of remedial steps to improve performance, many of
which were started under Mr. Young's direction, and I will be overseeing this
process. We expect to take a restructuring charge and other charges in our
third quarter amounting to approximately $18 to $20 million pretax, with the
exact amount to be determined prior to the end of the quarter. These charges
are intended to eliminate certain underperforming or unneeded facilities and
cover one-time or nonrecurring costs, including severance payments and
reduction of excess and obsolete inventory.
In the second quarter, combined sales and textile service revenues for the
second quarter were $129,220,000, up 5.4 percent from $122,588,000 in last
year's second quarter. Pretax income of $2,097,000 compared with $4,318,000
in the prior year, and net income of $1,300,000 decreased 51.4 percent from
$2,677,000 in the comparable prior period. Net income per share
<PAGE> 7
was $.14 versus $.30 in the second quarter last year. For the first half of
this year, combined sales and textile service revenues were $256,577,000
versus $244,229,000 on last year's first half, an increase of 5.1 percent.
Income before taxes was $5,284,000, which compared with $9,249,000 in the
first six months of last year, and net income decreased 42.9 percent to
$3,276,000 versus $5,734,000 in the same period last year. In the first half
of this year, earnings per share were $.36 compared with $.63 last year.
Our Life Stores had a relatively decent sales growth (7.2%) for the second
quarter of fiscal 1998 over last year's comparable period. The rate of sales
gain was slightly less than that of this year's first quarter. Last year had
featured more promotional efforts to sell aging inventory than was required
this year. While Life achieved another record quarter earnings, the rate of
gain also was less than that of this year's first quarter. Same-store sales
were up 2.5% in the second quarter and 3.2% year to date. One of this year's
major sales events had been scheduled to begin on August 16, which coincides
with the UPS strike. We have concern about the potential impact of this
strike on this important sales event since most of our vendor shipments are
carried by UPS. Nevertheless, we are relatively well stocked currently and
have been taking action to have merchandise moved by alternate means.
The brightest part of our business this past quarter was the excellent
resurgence of our Textile Services business. Assisted by the acquisition
earlier this year of AHSL, a California cooperative laundry, revenues of this
business segment rose 10.6% in the second quarter. Earnings, which were
slightly lower in the first quarter, rose significantly in the second quarter.
We are encouraged that new contracts and renewals are at relatively better
margins, while the total poundage processed is similar to past levels. A
number of plants have made striking progress this year. Nevertheless, we
should quickly point out that losses are still being incurred at a few plants,
and a few others are underperformers. We are pleased by the improvement shown
in this area of our business and will take further actions to continue its
progress.
We had not expected our Manufacturing and Marketing segment to have a
satisfactory second quarter, and indeed, it did not. Sales of Angelica Image
Apparel in the U.S. dropped modestly, and a substantial loss resulted from
unabsorbed overhead and less-than-expected volume. The strike at our two
oldest plants contributed to the unabsorbed overhead, sales reductions and
less than our normally good customer service. We are, therefore, glad to
report that as of August 1 the strike was over, with one plant now back to
almost full production. The other facility is now permanently closed, and
products formerly made there have been moved to other facilities. Angelica
has had successful relationships with union plants for some 60 years, and this
recent episode was quite unfortunate. It is more pleasant to report that our
Canadian businesses had moderate sales and earnings gains, and also that our
operations in the U.K. had a decent sales growth and a sharp reduction in its
losses, almost to a breakeven point.
Although we do not make public forecasts of results, we expect to see
continued fine performance of our Life Retail Stores, a continuation of
improved results both near and long term for Angelica Textile Services, and
progress, although a bit slower, in the performance of our Manufacturing and
Marketing operations. We intend to return Angelica to a satisfactory level of
financial performance.
Respectfully submitted,
/s/ Leslie F. Loewe
Leslie F. Loewe
Chairman of the Board,
President and Chief Executive Officer
<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 26, 1997 July 27, 1996 July 26, 1997 July 27, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Textile service revenues $ 72,205 $ 65,306 $143,739 $130,518
Net sales 57,015 57,282 112,838 113,711
-------- -------- -------- --------
129,220 122,588 256,577 244,229
-------- -------- -------- --------
Cost of textile services 59,115 53,560 116,998 105,598
Cost of goods sold 38,406 37,155 75,206 74,324
-------- -------- -------- --------
97,521 90,715 192,204 179,922
-------- -------- -------- --------
Gross profit 31,699 31,873 64,373 64,307
-------- -------- -------- --------
Selling, general and
administrative expenses 26,560 24,627 52,724 49,076
Interest expense 2,566 2,348 5,119 4,698
Other expense, net 476 580 1,246 1,284
-------- -------- -------- --------
29,602 27,555 59,089 55,058
-------- -------- -------- --------
Income before income taxes 2,097 4,318 5,284 9,249
Provision for income taxes 797 1,641 2,008 3,515
-------- -------- -------- --------
Net income $ 1,300 $ 2,677 $ 3,276 $ 5,734
======== ======== ======== ========
Net income per share<F*> $ .14 $ .30 $ .36 $ .63
======== ======== ======== ========
Dividends per common share $ .24 $ .24 $ .48 $ .48
======== ======== ======== ========
<FN>
<F*>Based upon weighted average number of common and common equivalent shares
outstanding of 9,146,012 and 9,155,948 for fiscal periods of 1998 and 1997,
respectively.
</TABLE>
<PAGE> 9
<TABLE>
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
<CAPTION>
July 26, 1997 January 25,1997
------------- ---------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 1,180 $ 2,122
Receivables, less reserves of $3,532 and $2,645 66,557 66,632
Inventories:
Raw material 32,067 30,961
Work in progress 5,665 6,366
Finished goods 75,127 74,129
-------- --------
112,859 111,456
Linens in service 49,728 47,544
Prepaid expenses 6,046 4,658
-------- --------
Total Current Assets 236,370 232,412
-------- --------
Property and Equipment 246,041 216,893
Less -- reserve for depreciation 119,798 114,063
-------- --------
126,243 102,830
-------- --------
Goodwill 7,898 7,951
Other Acquired Assets 8,797 8,814
Cash Surrender Value of Life Insurance 14,905 14,455
Miscellaneous 7,692 7,642
-------- --------
39,292 38,862
-------- --------
Total Assets $401,905 $374,104
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-term debt $ 43,000 $ 15,400
Current maturities of long-term debt 3,289 2,689
Accounts payable 21,796 21,551
Accrued expenses 27,581 28,337
Income taxes 2,938 1,420
-------- --------
Total Current Liabilities 98,604 69,397
-------- --------
Long-Term Debt, less current maturities 98,136 97,417
Other Long-Term Obligations 16,614 18,049
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 184,976 186,438
Translation adjustment (1,731) (1,763)
Common Stock in treasury, at cost: 318,885 and 340,699 (8,362) (9,102)
-------- --------
188,551 189,241
-------- --------
Total Liabilities and Shareholders' Equity $401,905 $374,104
======== ========
</TABLE>
<PAGE> 10
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited
(Dollars in thousands)
<CAPTION>
First Half Ended
-------------------------------
July 26, 1997 July 27, 1996
------------- -------------
<C> <C>
<S>
Cash flows from Operating Activities
Net income $ 3,276 $ 5,734
Non-cash items included in net income:
Depreciation 6,611 6,466
Amortization of acquisition costs 1,847 1,682
Change in working capital components,
net of businesses acquired (954) (2,087)
Other, net (1,926) (2,486)
-------- --------
Net cash provided by operating activities 8,854 9,309
-------- --------
Cash Flows from Investing Activities
Expenditures for property and equipment, net (11,661) (14,461)
Cost of businesses acquired (23,088) (2,090)
-------- --------
Net cash used in investing activities (34,749) (16,551)
-------- --------
Cash Flows from Financing Activities
Debt assumed in acquisition 3,000 --
Proceeds from issuance of short-term debt 27,600 6,100
Debt repayments (1,681) (1,396)
Dividends paid (4,392) (4,397)
Other, net 426 359
-------- --------
Net cash provided by financing activities 24,953 666
-------- --------
Net increase (decrease) in cash and
short-term investments (942) (6,576)
Balance at beginning of year 2,122 11,029
-------- --------
Balance at end of period $ 1,180 $ 4,453
======== ========
</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 26, July 27, -----------------------------------------------------
1997 1996 1997 1996 1995 1994 1993
-------- -------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Working capital $137,766 $170,641 $163,015 $181,043 $150,734 $157,188 $161,129
Current ratio 2.4 to 1 4.3 to 1 3.3 to 1 5.0 to 1 3.2 to 1 4.0 to 1 4.7 to 1
Long-term debt $ 98,136 $ 98,707 $ 97,417 $100,103 $ 69,683 $ 72,255 $ 78,175
Shareholders' equity $188,551 $191,226 $189,241 $189,530 $196,660 $191,993 $189,209
Percent long-term debt to
debt and equity 34.2% 34.0% 34.0% 34.6% 26.2% 27.3% 29.2%
Equity per common share $ 20.60 $ 20.91 $ 20.73 $ 20.73 $ 21.57 $ 21.13 $ 20.88
Common shares outstanding 9,152,653 9,146,941 9,130,839 9,141,508 9,118,912 9,086,034 9,063,834
<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 28, 1997. The Items on the
agenda other than the election of Directors were three non-binding shareholder
proposals, two of which were approved by the shareholders, and one of which
was defeated.
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. This non-binding
proposal was approved by the shareholders.
Votes: For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
4,156,392 2,842,453 255,736 904,888
PROPOSAL REGARDING STRATEGIC ALTERNATIVES The shareholder requested
that the Board of Directors immediately engage the services of a nationally
recognized investment banker to explore all alternatives to enhance the value
of the Company, which alternatives should include, but not be limited to, the
possible sale, merger or other transaction involving the Company. This
proposal was defeated by the shareholders.
Voted: For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
2,340,431 4,766,143 84,346 969,898
ELIMINATION OF CLASSIFIED BOARD OF DIRECTORS The 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. This non-binding
proposal was approved by the shareholders.
Votes: For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
3,745,655 3,397,936 87,330 929,898
NOMINEES FOR DIRECTORS:
For Withheld
--- --------
Leslie F. Loewe 7,586,839 573,980
William P. Stiritz 7,663,109 497,710
6
<PAGE> 13
Item 6. Exhibit and Reports on Form 8-K
- ---------------------------------------
(a) See Exhibit Index included herein on pages 8-12.
(b) Reports on Form 8-K -- There were no reports on Form 8-K filed for the
second quarter ended July 26, 1997.
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: August 29, 1997 /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)
7
<PAGE> 14
<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 February 25, 1997.
Said By-Laws were last filed as and are incorporated herein by
reference to Exhibit 3.2 to Form 10-K for fiscal year ended 1/25/97.
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
8
<PAGE> 15
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
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 hereby by reference to Exhibit 4.6 to the Form 10-K for
the fiscal year ended 1/27/96.
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 (filed as Exhibit 10.3 to the
Form 10-K for fiscal year ended 1/30/93 and incorporated herein by
reference) with revised schedule setting out executive officers
covered under such agreements and the "Benefit Multiple" listed for
each - Form 10-K for fisal year ended 1/25/97, 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
9
<PAGE> 16
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
1/27/90, Exhibit 19.3, incorporating all amendments thereto through
the date of this filing. The last amendment thereto was filed as
Exhibit 10.22 to Form 10-Q for fiscal quarter ended 10/26/96.<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. The last amendment thereto was filed as
Exhibit 10.31 to Form 10-K for fiscal year ended 1/25/97.<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. The
last amendment thereto was filed as Exhibit 10.34 to Form 10-K for
fiscal year ended 1/25/97.<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**>
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,
10
<PAGE> 17
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
Exhibit 10 (v), incorporating all amendments thereto through the date
of this filing. The last amendment thereto was filed as Exhibit
10.25 to Form 10-K for the fiscal year ended 1/28/95.<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. The last
amendment thereto was filed as Exhibit 10.23 to Form 10-K for the
fiscal year ended 1/27/96.<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. The last
amendment thereto was filed as Exhibit 10.23 to Form 10-Q for fiscal
quarter ended 7/27/96.<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 Form of Stock Option Agreement under the Angelica Corporation 1994
Performance Plan (filed as Exhibit 10.21 to Form 10-K for fiscal year
ended 1/27/96 and incorporated herein by reference) with four of the
Company's executive officers, together with schedule identifying the
officers and setting forth the material details in which the
agreements differ from the form of agreement that is filed - Form
10-K for fiscal year ended 1/25/97, Exhibit 10.21.<F**>
10.22 Form of Indemnification Agreement between the Company and each of its
directors and executive officers, together with a schedule
identifying the directors and executive officers executing such
agreements - Form 10-K for fiscal year ended 1/25/97, Exhibit
10.22.<F**>
10.23 Employment Agreement between the Company and Lawrence
11
<PAGE> 18
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
J. Young, dated November 27, 1996 - Form 10-K for fiscal year ended
1/25/97, Exhibit 10.23.<F**>
10.24 Employment Agreement between the Company and Theodore M. Armstrong,
dated November 27, 1996 - Form 10-K for fiscal year ended 1/25/97,
Exhibit 10.24.<F**>
10.25 Employment Agreement between the Company and Jill Witter, dated
November 27, 1996 - Form 10-K for fiscal year ended 1/25/97, Exhibit
10.25.<F**>
10.26 Employment Agreement between the Company and L. Linden
Mann, dated November 27, 1996 - Form 10-K for fiscal year ended
1/25/97, Exhibit 10.26.<F**>
10.27 Employment Agreement between the Company and Alan D.
Wilson, dated April 2, 1997 - Form 10-K for fiscal year ended
1/25/97, Exhibit 10.27.<F**>
10.28 Employment Agreement between the Company and Michael E. Burnham,
dated April 8, 1997 - Form 10-K for fiscal year ended 1/25/97,
Exhibit 10.28.<F**>
10.29 Employment Agreement between the Company and Thomas M. Degnan, dated
May 1, 1997 - Form 10-Q for fiscal quarter ended 4/26/97, Exhibit
10.29.<F**>
27 Financial Data Schedule<F*>
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the consolidated financial statements for period ended July
26, 1997 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-31-1998
<PERIOD-START> JAN-26-1997
<PERIOD-END> JUL-26-1997
<CASH> 1,180
<SECURITIES> 0
<RECEIVABLES> 70,089
<ALLOWANCES> (3,532)
<INVENTORY> 162,587
<CURRENT-ASSETS> 236,370
<PP&E> 246,041
<DEPRECIATION> (119,798)
<TOTAL-ASSETS> 401,905
<CURRENT-LIABILITIES> 98,604
<BONDS> 98,136
<COMMON> 9,472
0
0
<OTHER-SE> 179,079
<TOTAL-LIABILITY-AND-EQUITY> 401,905
<SALES> 112,838
<TOTAL-REVENUES> 256,577
<CGS> 75,206
<TOTAL-COSTS> 192,204
<OTHER-EXPENSES> 53,148
<LOSS-PROVISION> 822
<INTEREST-EXPENSE> 5,119
<INCOME-PRETAX> 5,284
<INCOME-TAX> 2,008
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,276
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
