<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
August 1, 1998 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 9, 1998 was 9,196,764 shares.
================================================================================
<PAGE> 2
<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR AUGUST 1, 1998 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
August 1, 1998 and July 26, 1997 3
Consolidated Balance Sheets -
August 1, 1998 and January 31, 1998 4
Consolidated Statements of Cash Flows -
First Half Ended August 1, 1998
and July 26, 1997 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 6-13
</TABLE>
<PAGE> 3
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED AUGUST 1, 1998
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be read
in conjunction with the fiscal 1998 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 August 1, 1998, 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.
<PAGE> 4
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED AUGUST 1, 1998
Analysis of Operations
- ----------------------
Combined sales and textile service revenues were down 4.7 percent in the second
quarter ended August 1, 1998 and down 1.8 percent in the first half of the year
compared with prior year periods. Textile service revenues decreased 11.4
percent compared with the prior year, with the decline largely due to the
divestiture of the Las Vegas casino laundry business in November last year.
Earnings of this segment declined moderately from the prior year period as a
few under performing plants adversely affected the second quarter results.
Second quarter sales of the Manufacturing and Marketing segment increased 2.6
percent compared with the same quarter last year, and second quarter operating
earnings were $934,000 versus a loss of $644,000 last year. The U.S. operations
of this segment had a significant earnings increase while results of the foreign
operations were essentially the same as last year. Life Retail Stores' second
quarter sales increased 1.2 percent from the second quarter last year. As in
the first quarter, increased sales due to acquisitions and new store openings
overcame a same-store sales reduction, which was 2.6 percent in the second
quarter this year. Second quarter operating earnings decreased 30.4 percent
compared to the prior year period as the sales increase was not sufficient to
overcome the impact of higher operating expenses from additional stores and a
slight reduction in gross margin.
Selling, general and administrative expenses decreased slightly from the second
quarter last year, and these expenses increased as a percent of combined sales
and textile service revenues from 20.6 percent to 21.4 percent in the second
quarter. The growth in the number of Life Retail Stores (whose selling, general
and administrative expenses are a much larger percentage of sales than in either
of the other two business segments) has contributed to the increase in selling,
general and administrative expenses as a percent to combined sales and
revenues.
Financial Condition
- -------------------
The Company had working capital of $142,168,000 and a current ratio of 3.2 to 1
at August 1, 1998, compared with $141,999,000 and 2.6 to 1 at the beginning of
the year. The ratio of long-term debt to debt-plus-equity was 35.3 percent at
the close of the second quarter, compared with 35.7 percent at the beginning of
the year.
Operating activities provided a total cash flow of $25,494,000 in the first
half compared with $8,854,000 in the first half last year, with most of the
difference being due to the reductions in accounts receivable and inventory
balances since the beginning of the year. Cash used in investing activities
decreased from $34,749,000 a year ago to $5,815,000 in the current quarter.
Last year included capital expenditures for two new laundry facilities and the
acquisition of a cooperative laundry in southern California. Cash used in
financial activities in this year's first half reflects the normal sinking fund
payments of long-term debt, $14,000,000 paydown of short-term debt and the
payment of dividends. No material change in the Company's future aggregate
cash requirements is foreseen at the present time.
3
<PAGE> 5
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.
Year 2000 Compliance Efforts
- ----------------------------
The Company's Year 2000 compliance efforts consist of evaluating internal
technical and applications software and replacing or renovating systems and
applications as necessary to assure such compliance. These efforts are
approximately 80 percent complete and are scheduled for initial completion by
the end of 1998, which will allow for testing and evaluating compliance by
external companies' systems that interact with those of the Company. The costs
related to the Year 2000 compliance efforts, approximately two-thirds of which
have already been incurred, are expensed as incurred, and amounts associated
with newly purchased software are capitalized. In the aggregate, such costs
have not been and are not expected to be material to the financial results or
operations of the Company.
4
<PAGE> 6
EXHIBIT A
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
[Angelica logo] Chesterfield, Missouri 63017-3406
Tel: 314.854.3800
August 20, 1998
Dear Shareholder:
While combined sales and textile service revenues for the second quarter
declined, I am pleased to report that earnings increased substantially on a
percentage basis compared with the second quarter last year. Net income per
share was $.20 versus $.14 in the second quarter last year, an increase of
42.9 percent.
Second quarter combined sales and textile service revenues were $123,209,000,
down 4.7 percent from $129,220,000 in last year's second quarter. Pretax
income increased to $2,903,000 compared with $2,097,000 in the prior year, and
net income improved to $1,800,000 from $1,300,000 in the comparable prior
period. For the first half of this year, combined sales and textile service
revenues were $251,874,000 versus $256,577,000 in last year's first half, or
down 1.8 percent. Income before taxes was $6,820,000, which compared with
$5,284,000 in the first six months of last year, and net income increased to
$4,228,000 versus $3,276,000 in the same period last year. In the first half
of this fiscal year, earnings per share were $.46 compared with $.36 last
year, an increase of 27.8 percent.
In the Textile Services segment, second quarter revenues were $63,958,000
compared with $72,205,000 in the prior year, with the decline largely due to
the divestiture of the Las Vegas casino laundry business last year. Operating
earnings for the quarter showed a moderate decrease to $4,575,000 from
$4,891,000 in the comparable prior period as a few underperforming plants
adversely affected our second quarter results. We will be concentrating
management efforts to improve the performance of these plants. Our
consolidation efforts are continuing, and the volume from plants that have
historically performed poorly, with weak forecasts for the future, will be
integrated into more efficient plants nearby. The goal is to optimize costs
and operating efficiencies without deterioration in customer service and
satisfaction. In addition, we have begun intense customer retention and new
business generation programs to improve the future revenues of this segment.
The Manufacturing and Marketing segment continued in the second quarter the
significant improvement in results seen in the first quarter this year.
Second quarter sales (before intersegment sales) of $44,651,000 increased 2.6
percent compared with sales of $43,518,000 in the prior year, and second
quarter operating earnings were $934,000 versus a loss of $644,000 last year.
For the first half of this year, this segment has earned $2,588,000 compared
with a loss of $270,000 in the prior year, showing results of the intense
efforts to move this segment to a level of satisfactory operating margins.
During the quarter we divested the Marlin/Prestige business unit of this
segment. This was an acquisition made in 1994 of a niche business providing
tailored uniforms to small financial institutions where the expected
performance results were never achieved and forecasts for improvement were not
encouraging. This divestiture will improve our financial performance over the
longer term as well as eliminate "opportunity costs" best applied elsewhere to
add value for Angelica. On July 20, 1998, Charles D. Molloy, Jr. was
appointed President of the Manufacturing and Marketing segment. Charley
rejoined Angelica in 1997 and has a total of 17 years of experience with our
Company. We are convinced that he and his management team can lead this
segment to regain its position of industry leadership.
In the second quarter, Life Retail Stores again experienced weak results.
Sales were $20,153,000, up 1.2 percent from $19,913,000 in the second quarter
last year, as acquisitions and new store openings since last year more than
offset a 2.6 percent decline in same-store sales. Second quarter operating
<PAGE> 7
earnings decreased 30.4 percent to $1,148,000 versus $1,649,000 in the prior
year period. The competitive environment (an increased number of competitors
selling at discount prices, coupled with an increased number of competitive
locations) is as difficult as Life has experienced in a number of years. We
are attacking this weakness aggressively through pricing actions, increased
training of sales associates, education of field management, and improved
merchandise selection and presentation. We also are testing a new
distribution channel -- outlet stores, under the name "Life Uniform Outlet."
We will continue to make selective acquisitions and to open new stores where
demographics and market conditions support these actions.
Asset use efficiency continues to improve. Accounts receivable declined by
$5,183,000 in the second quarter, adding to the $2,152,000 first quarter
reduction for a total reduction of $7,335,000 so far this year. Inventories
declined again in the second quarter (by $8,221,000) as did linens in service
(by $2,339,000). Altogether, decreases in these three working capital
accounts provided $15,743,000 of cash flow in the quarter, permitting us to
reduce our short-term debt to $13,100,000 at the end of the quarter. We will
continue to focus on this area, as we feel improved asset turns are still
attainable.
We are in the final stages of strategically evaluating each business segment
of our Company. We have determined that:
* Angelica Textile Services must increase its focus on customer retention and
profitable new business generation. This segment must also control the loss
and abuse of its merchandise by many of its large healthcare customers --
industry practices of not charging for all losses incurred at the customer's
site simply must be eliminated. Improved education and training of all
associates is also a requirement for future success in adding value.
Attention to additional and alternative market segments -- especially in the
healthcare area -- will be required to achieve our growth objectives, and this
is an integral part of our longer-range plans.
* Life Retail must intensify its efforts to increase same-store sales. This
will be accomplished by better merchandise selection and assortment, more
astute pricing actions and improved education and training of sales
associates. The testing of an alternative distribution channel (currently
under way) will also be accomplished to determine the probability of adding
value for Angelica.
* Manufacturing and Marketing must continue to reduce its cost of goods through
product line reductions, reduced manufacturing and distribution costs, and
greater offshore sourcing. Reduced sales, general and administrative costs is
also a key value driver for this segment. Improved customer service, as well
as increased attention to customer satisfaction and retention, will continue
to be important performance measures. As is true Company-wide, Manufacturing
and Marketing also must improve education and training of all associates.
We have created strategic plans, solidly based upon the realities of the
marketplace, which are necessary for us to better focus our resources to add
value. Most value, however, will be added by specific actions undertaken by
committed management teams leading competent groups of associates. This we
know, and this is where we are directing our efforts.
Based on the results of the second quarter and first half, we remain confident
that we will achieve our plans for the year. The required actions for success
are clear, and we continue to believe that we are on the right path to add
long-term value for you, our shareholders.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, 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
-------------------------------- --------------------------------
August 1, 1998 July 26, 1997 August 1, 1998 July 26, 1997
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Textile service revenues $ 63,958 $ 72,205 $ 129,814 $ 143,739
Net sales 59,251 57,015 122,060 112,838
------------ ------------ ------------ ------------
123,209 129,220 251,874 256,577
------------ ------------ ------------ ------------
Cost of textile services 51,205 59,115 103,460 116,998
Cost of goods sold 39,676 38,406 81,609 75,206
------------ ------------ ------------ ------------
90,881 97,521 185,069 192,204
------------ ------------ ------------ ------------
Gross profit 32,328 31,699 66,805 64,373
------------ ------------ ------------ ------------
Selling, general and
administrative expenses 26,354 26,560 53,451 52,724
Interest expense 2,494 2,566 5,148 5,119
Other expense, net 577 476 1,386 1,246
------------ ------------ ------------ ------------
29,425 29,602 59,985 59,089
------------ ------------ ------------ ------------
Income before income taxes 2,903 2,097 6,820 5,284
Provision for income taxes 1,103 797 2,592 2,008
------------ ------------ ------------ ------------
Net Income $ 1,800 $ 1,300 $ 4,228 $ 3,276
============ ============ ============ ============
Basic and diluted earnings per share <F*> $ 0.20 $ 0.14 $ 0.46 $ 0.36
============ ============ ============ ============
Dividends per common share $ 0.24 $ 0.24 $ 0.48 $ 0.48
============ ============ ============ ============
<FN>
Comprehensive income consists of net income and foreign currency translation adjustments,
totaling $1,411 and $1,500 for the quarters ended August 1, 1998 and July 26, 1997, respectively;
and $4,047 and $3,308 for the first halves ended August 1, 1998 and July 26, 1997, respectively.
<F*> Based upon weighted average number of common and common equivalent shares outstanding
of 9,223,437 and 9,146,012 for fiscal periods of 1999 and 1998, respectively.
</TABLE>
<PAGE> 9
<TABLE>
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
August 1, 1998 January 31, 1998
-------------- ----------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 2,458 $ 2,833
Receivables, less reserve of $3,443 and $2,510 62,130 69,465
Inventories:
Raw material 20,236 25,577
Work in progress 5,175 6,811
Finished goods 68,412 71,703
------------ ------------
93,823 104,091
Linens in service 39,208 42,622
Prepaid expenses 4,575 4,634
Income taxes 3,397 5,766
------------ ------------
Total Current Assets 205,591 229,411
------------ ------------
Property and Equipment 221,452 219,831
Less -- reserve for depreciation 115,327 111,638
------------ ------------
106,125 108,193
------------ ------------
Goodwill 7,316 7,533
Other acquired assets 8,103 9,082
Cash surrender value of life insurance 16,961 16,485
Miscellaneous 7,758 8,005
------------ ------------
40,138 41,105
------------ ------------
Total Assets $ 351,854 $ 378,709
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-term debt $ 13,100 $ 27,100
Current maturities of long-term debt 3,252 3,287
Accounts payable 17,521 21,980
Accrued expenses 29,550 35,045
------------ ------------
Total Current Liabilities 63,423 87,412
------------ ------------
Long-Term Debt, less current maturities 94,853 96,742
Other Long-Term Obligations 19,407 20,447
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 169,754 170,098
Accumulated other comprehensive income (2,343) (2,162)
Common Stock in treasury, at cost: 274,804 and 293,482 (6,908) (7,496)
------------ ------------
174,171 174,108
------------ ------------
Total Liabilities and Shareholders' Equity $ 351,854 $ 378,709
============ ============
</TABLE>
<PAGE> 10
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
First Half Ended
---------------------------------
August 1, 1998 July 26, 1997
-------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 4,228 $ 3,276
Non-cash items included in net income:
Depreciation 6,847 6,611
Amortization of acquisition costs 1,747 1,847
Change in working capital components,
net of businesses acquired 13,921 (954)
Other, net (1,249) (1,926)
------------ ------------
Net cash provided by operating activities 25,494 8,854
------------ ------------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (4,126) (11,661)
Cost of businesses acquired (1,689) (23,088)
------------ ------------
Net cash used in investing activities (5,815) (34,749)
------------ ------------
Cash Flows from Financing Activities:
Debt assumed in acquisition -- 3,000
Proceeds from issuance of short-term debt -- 27,600
Long-term and short-term repayments (15,889) (1,681)
Dividends paid (4,411) (4,392)
Other, net 246 426
------------ ------------
Net cash (used in) provided by financing activities (20,054) 24,953
------------ ------------
Net increase (decrease) in cash and
short-term investments (375) (942)
Balance at beginning of year 2,833 2,122
------------ ------------
Balance at end of period. $ 2,458 $ 1,180
============ ============
Supplemental cash flow information:
Income taxes paid $ 1,766 $ 998
Interest paid $ 5,311 $ 5,429
</TABLE>
<PAGE> 11
<TABLE>
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
Second Quarter Ended First Half Ended
-------------------------------- --------------------------------
August 1, 1998 July 26, 1997 August 1, 1998 July 26, 1997
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Sales and textile service revenues:
Textile Services $ 63,958 $ 72,205 $129,814 $143,739
Manufacturing and Marketing 44,651 43,518 92,683 85,930
Retail Sales 20,153 19,913 40,951 40,282
Intersegment sales (5,553) (6,416) (11,574) (13,374)
------------ ------------ ------------ ------------
$123,209 $129,220 $251,874 $256,577
============ ============ ============ ============
Earnings:
Textile Services $ 4,575 $ 4,891 $ 9,584 $ 9,435
Manufacturing and Marketing 934 (644) 2,588 (270)
Retail Sales 1,148 1,649 2,658 3,591
Interest, corporate expenses and other, net (3,729) (3,799) (7,960) (7,472)
Eliminations (25) -- (50) --
------------ ------------ ------------ ------------
$ 2,903 $ 2,097 $ 6,820 $ 5,284
============ ============ ============ ============
</TABLE>
<TABLE>
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
<CAPTION>
First Half Ended
--------------------------------
August 1, 1998 July 26, 1997
-------------- -------------
<S> <C> <C>
Working capital $ 142,168 $ 137,766
Current ratio 3.2 to 1 2.4 to 1
Long-term debt $ 94,853 $ 98,136
Shareholders' equity $ 174,171 $ 188,551
Percent long-term debt to debt and equity 35.3% 34.2%
Equity per common share $ 18.94 $ 20.60
Common shares outstanding 9,196,734 9,152,653
</TABLE>
<PAGE> 12
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders
- ---------------------------------------------
The Annual Shareholders Meeting was held on May 28, 1998. The only matter
submitted to a vote of shareholders was the election of Directors. Susan S.
Elliott, Don W. Hubble, and H. Edwin Trusheim were elected for a term of three
years expiring in 2001; David A. Abrahamson was elected for a term of two years
expiring in 2000. Votes were cast as follows:
<TABLE>
NOMINEES FOR DIRECTORS:
<CAPTION>
Votes Votes
"For" "Withheld"
----- ----------
<S> <C> <C>
Susan S. Elliott 7,313,133 68,158
Don W. Hubble 7,314,433 66,857
H. Edwin Trusheim 7,302,605 78,686
David A. Abrahamson 7,331,462 49,829
</TABLE>
Item 5. Other Information
- --------------------------
The By-Laws of Angelica provide that shareholder proposals which do not appear
in the Proxy Statement may be considered at a meeting of shareholders only if
written notice of the proposal is received by the Secretary of Angelica not less
than 60 and not more than 90 days before the anniversary of the preceding year's
Annual meeting provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Any such notice of a shareholder proposal by a shareholder to the Secretary of
Angelica must set forth in writing (i) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for conducting
such business at the Annual Meeting, (ii) the name and address, as they appear
on the Company's books, of the shareholder proposing such business, (iii) the
class and number of shares of the Company which are beneficially owned by the
shareholder and (iv) any material interest of the shareholder in such business.
Item 6. Exhibit and Reports on Form 8-K
- ---------------------------------------
(a) See Exhibit Index included herein on pages 8-13.
(b) On August 28, 1998, the Company filed a report on Form 8-K, reporting
under Item 5, disclosing that the Board of Directors had approved a new
Shareholder Rights Plan to replace the Company's existing Shareholder
Rights Plan, which expires on September 7, 1998.
6
<PAGE> 13
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 11, 1998 /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
EXHIBIT INDEX
- -------------
<TABLE>
<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 August 25, 1998.<F*>
4.1 Shareholder Protection Rights Plan effective August 23, 1988. Filed
as Registration Statement on Form 8-A dated August 24, 1988 and
incorporated herein by reference.
4.2 Shareholder Protection Rights Plan dated August 25, 1998. Filed as
Registration Statement on Form 8-A on August 28, 1998 and
incorporated herein by reference.
4.3 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.
4.4 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.
4.5 8.225% Senior Notes to Nationwide Life Insurance Company, American
United Life Insurance Company, Aid
8
<PAGE> 15
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
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.
4.6 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 4.3 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.
4.7 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
9
<PAGE> 16
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
reference) with revised schedule setting out executive
officers covered under such agreements and the "Benefit Multiple"
listed for each - Form 10-K for fiscal 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 1/27/90, Exhibit 19.3,
incorporating all amendments thereto through the date of this
filing. The last amendment thereto was filed as Exhibit 10.36 to
Form 10-K for fiscal year ended 1/31/98.<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
<PAGE> 17
<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. 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**>
11
<PAGE> 18
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
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, and incorporating all amendments thereto through the date of
this filing. The last amendment thereto was filed as Exhibit 10.35
to Form 10-K for fiscal year ended 1/31/98.<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 1/31/98, Exhibit
10.22.<F**>
10.23 Employment Agreement between the Company and Lawrence J. Young,
dated September 29, 1997 - Form 10-Q for fiscal quarter ended
10/25/97, 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**>
12
<PAGE> 19
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<C> <S>
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**>
10.30 Employment Agreement between the Company and Don W. Hubble, dated
December 12, 1997 - Form 10-K for fiscal year ended 1/31/98, Exhibit
10.30.<F**>
10.31 Retirement Benefit Agreement between the Company and Don W. Hubble
dated January 1, 1998 - Form 10-K for fiscal year ended 1/31/98,
Exhibit 10.31.<F**>
10.32 Non-Qualified Stock Option Agreement between the Company and Don W.
Hubble dated January 2, 1998 - Form 10-K for fiscal year ended
1/31/98, Exhibit 10.32.<F**>
10.33 Description of restricted stock granted to Don W. Hubble effective
January 2, 1998 - Form 10-K for fiscal year ended 1/31/98, Exhibit
10.33.<F**>
10.34 Consulting Agreement between the Company and L. F. Loewe, dated
February 1, 1998 - Form 10-K for fiscal year ended 1/31/98, Exhibit
10.34.<F**>
27 Financial Data Schedule<F*>
</TABLE>
13
<PAGE> 1
ANGELICA CORPORATION
INCORPORATED UNDER THE LAWS OF MISSOURI
BY-LAWS
REVISED FEBRUARY 28, 1989
Amended: July 25, 1989
September 26, 1989
August 25, 1992
January 26, 1993
March 30, 1993
September 28, 1993
February 22, 1994
May 24, 1994
November 26, 1996
February 25, 1997
November 25, 1997
January 27, 1998
February 24, 1998
August 25, 1998
<PAGE> 2
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
<S> <C>
ARTICLE I: LOCATION AND OFFICES
Section 1:1 Principal Office 1
Section 1:2 Other Offices 1
Section 1:3 Registered Office 1
ARTICLE II: SHAREHOLDERS
Section 2:1 Annual Meeting 1
Section 2:2 Special Meetings 2
Section 2:3 Place of Meetings 2
Section 2:4 Notice of Meetings 2
Section 2:5 Quorum 2
Section 2:6 Organization 3
Section 2:7 Voting 3
Section 2:8 Election of Directors 4
Section 2:9 Persons Who May Vote Certain Shares 4
Section 2:10 List of Shareholders Kept on File
Before Meeting 4
Section 2:11 Proxy 5
Section 2:12 Inspectors of Election 5
Section 2:13 Notice of Shareholder Nominees 6
Section 2:14 Procedures for Submission of Shareholder
Proposals at Annual Meeting 7
Section 2:15 Conduct of Annual Meeting 8
ARTICLE III: DIRECTORS
Section 3:1 General Powers 8
Section 3:2 Number and Qualification 9
Section 3:3 Term of Office 9
Section 3:4 Removal of Directors 9
Section 3:5 Vacancies 10
Section 3:6 Place of Meetings 10
Section 3:7 Organization Meetings 11
Section 3:8 Regular Meetings 11
Section 3:9 Special Meetings 11
Section 3:10 Quorum 11
Section 3:11 Compensation 12
Section 3:12 Actions of Directors in Lieu of Meeting 12
ARTICLE IV: COMMITTEES
Section 4:1 Executive Committee 12
Section 4:2 Meetings of Executive Committee 13
Section 4:3 Emergency Management Committee 13
Section 4:4 Other Committees 14
<PAGE> 3
<CAPTION>
PAGE
<S> <C>
ARTICLE V: OFFICERS
Section 5:1 Officers 14
Section 5:2 Elected Officers 15
Section 5:3 Functional Responsibilities 17
Section 5:4 Absence, Disability or Death - Elected
Officers 17
Section 5:5 Term of Office and Compensation 17
Section 5:6 Removal 17
Section 5:7 Vacancies 18
Section 5:8 Bonding 18
Section 5:9 Execution of Instruments 18
ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
Section 6:1 Certificates of Shares 19
Section 6:2 Numbers and Data on Certificates 19
Section 6:3 Cancellation of Certificates 20
Section 6:4 Registration and Change of Registration 20
Section 6:5 Regulations for Transfer 20
Section 6:6 Lost, Stolen, Destroyed or
Mutilated Certificates 21
Section 6:7 Closing of Transfer Books and
Record Dates 21
Section 6:8 Dividends 22
ARTICLE VII: MISCELLANEOUS
Section 7:1 Corporate Seal 22
Section 7:2 Resignations 22
Section 7:3 Waiver 23
Section 7:4 Amendments 23
Section 7:5 Books and Records 23
Section 7:6 Severability 23
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS, OFFICERS
AND OTHERS; INSURANCE
Section 8:1 Liabilities Covered 24
Section 8:2 Procedure for Indemnification 25
Section 8:3 Advance Payment of Expenses 26
Section 8:4 Extent of Rights Hereunder 26
Section 8:5 Purchase of Insurance 26
Section 8:6 Indemnification Agreements 27
</TABLE>
<PAGE> 4
BY-LAWS OF
ANGELICA CORPORATION
--------------------
ARTICLE I: LOCATION AND OFFICES
--------- --------------------
Principal Office.
- ----------------
Section 1:1. The principal office of the Company shall be at such
place as the Board of Directors may from time to time determine, but until a
change is effected such principal office shall be at 424 South Woods Mill
Road, Chesterfield, Missouri 63017-3406.
Other Offices.
- -------------
Section 1:2. The Company may also have other offices, in such places
(within or without the State of Missouri) as the Board of Directors may from
time to time determine.
Registered Office.
- -----------------
Section 1:3. The registered office of the Company shall be maintained
in the State of Missouri, and may be, but need not be, identical with the
principal office. The registered office may be changed from time to time by
action of the Board of Directors and upon appropriate notice to the Secretary
of State.
ARTICLE II: SHAREHOLDERS
---------- ------------
Annual Meeting.
- --------------
Section 2:1. The annual meeting of the shareholders of the Company,
for the purpose of electing Directors and for the transaction of such other
business as properly may be brought before the meeting shall be held at such
date and time as shall be set by the Board of Directors annually at the
Organizational Meeting of the Board of Directors.
1
<PAGE> 5
Special Meetings.
- ----------------
Section 2:2. Special meetings of the shareholders may be called by the
Chief Executive Officer, by the Board of Directors, or by, the holders of not
less than 50% of all of the outstanding shares entitled to vote at such
meeting. At the written request of a majority of the members of the Board of
Directors or of the holders of not less than 50% of all of the outstanding
shares entitled to vote at such meeting, the Chairman of the Board, the
President, or the Secretary shall issue a call for a special meeting of the
shareholders.
Place of Meetings.
- -----------------
Section 2:3. All meetings of the shareholders shall be held at the
principal office of the Company, or at such other place, within or without
the State of Missouri, as stated in the notice of the meeting.
Notice of Meetings.
- ------------------
Section 2:4. Unless waived, as provided in Section 7:3 of these
By-Laws, written or printed notice of each meeting of the shareholders
stating the place, day and hour of the meeting, and, in the case of a special
meeting or where otherwise required by law, the purpose or purposes for which
the meeting is called, shall, by or at the direction of the officer or other
person calling the meeting, be delivered or given to each shareholder of
record entitled to vote at such meeting, not less than ten (10) nor more than
fifty (50) days (or such greater period as then provided by law) before the
date of the meeting, either personally or by mail. Any notice of a
shareholders' meeting sent by mail shall be deemed to be delivered when
deposited in the United States mail, with postage thereon prepaid, addressed
to the shareholder at his address as it appears on the records of the
Company.
Quorum.
- ------
Section 2:5. A majority of the outstanding shares entitled at the time
to vote thereat, when represented either in person or by proxy at any meeting
of the shareholders, shall constitute a quorum for the transaction of
business, except as otherwise provided by law or the Articles of
Incorporation; but in the absence of such a
2
<PAGE> 6
quorum, a majority of the shares represented at the meeting shall have the right
successively to adjourn the meeting to a specified date not longer than ninety
days after such adjournment, by action by a majority of the shares represented
at such meeting and without the need to give notice to shareholders not present
at the meeting. At such adjourned meeting, at which a quorum shall attend, all
business may be transacted which might have been transacted at the original
meeting; provided, that at such adjourned meeting no person who would not
have been entitled to vote at the original meeting shall be permitted to
vote. Every decision by a majority of such quorum shall be valid as an act
of the Company unless a larger vote is required by law or by the Articles of
Incorporation.
Organization.
- ------------
Section 2:6. The Chairman of the Board or in his absence, the
Vice-Chairman of the Board, if any, or in his absence, the President, or in
his absence, a Vice-President (in the order of priority as may be prescribed
by Resolution of the Board of Directors), or in the absence of any
Vice-President, the Secretary, or in their absence any other officer (in the
order of seniority of age) shall call meetings of shareholders to order and
act as chairman thereof. In case none of the officers is present, the
shareholders present may elect a chairman of such meeting from among their
members. The Secretary of the Company shall act as secretary of all meetings
of the shareholders. In his absence, or in the event he shall be acting as
chairman, the chairman may appoint any person to act as secretary.
Voting.
- ------
Section 2:7.1. Every shareholder entitled to vote at a meeting of
shareholders upon a particular question, pursuant to law or the Articles of
Incorporation, shall have one vote for each share of stock so entitled to
vote standing in his name on the books of the Company at the time fixed by
law or pursuant to these By-Laws for the determination of the right to vote
thereat.
Section 2:7.2. The date for determining the shareholders entitled to
vote at a meeting of shareholders shall be determined pursuant to Section 6:7
if action thereunder shall have been taken to establish the controlling date;
otherwise, only the shareholders who are shareholders of record at the close
of business on the
3
<PAGE> 7
twentieth day preceding the date of the meeting shall be entitled to notice of
and vote at the meeting and any adjournment thereof, with the exception that if
prior to the meeting, written waivers of notice of the meeting are signed and
delivered to the Company by all shareholders of record at the time the meeting
is convened, only the shareholders who are shareholders of record at the time
the meeting is convened shall be entitled to vote at the meeting and any
adjournment thereof.
Election of Directors.
- ---------------------
Section 2:8. In all elections for Directors of the Company, each
shareholder entitled to vote for the election of Directors shall be entitled
to one vote in person or by proxy for each share having voting power. In
each election for Directors, no shareholder shall be entitled to vote
cumulatively or to cumulate his votes.
Persons Who May Vote Certain Shares.
- -----------------------------------
Section 2:9. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the
By-Laws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy, and shares standing
in the name of a guardian, custodian, curator, or trustee, in whose name such
shares are registered, may be voted by such fiduciary, either in person or by
proxy. A shareholder whose shares are pledged shall be entitled to vote such
shares until such shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
List of Shareholders Kept on File Before Meeting.
- ------------------------------------------------
Section 2:10. At least ten days before each meeting of the
shareholders, the Secretary, or in the event of his absence or disability, an
Assistant Secretary, shall prepare a complete list of shareholders entitled
to vote at such meeting, arranged in alphabetical order with the address of
and the number of shares held by each, which list, for a period of ten days
prior to such meeting, shall be kept on file at the registered office of the
4
<PAGE> 8
Company and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting. The original share
ledger or transfer book or a duplicate thereof kept in Missouri, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of the
shareholders. Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.
Proxy.
- -----
Section 2:11. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the date
of its execution, unless otherwise provided in the proxy.
Inspectors of Election.
- ----------------------
Section 2:12. At each meeting of the shareholders the polls shall be
opened and closed, the proxies and ballots shall be received and be taken in
charge, and all questions touching the qualification of voters and validity
of proxies and the acceptance or rejection of votes shall be decided by the
chairman and secretary of the meeting as judges of election; provided,
however, that upon request of any shareholder, but not otherwise, the
chairman of the meeting shall appoint not less than two persons who are not
Directors as inspectors to receive and canvass the votes given at such
meeting and certify the result to him. Any inspector, before he enters on
the duties of his office, shall take and subscribe the following oath, or any
other oath as may be prescribed by law for such purpose, before any officer
authorized by law to administer oaths: "I do solemnly swear that I will
execute the duties of an inspector of the election now being held with strict
impartiality, and according to the best of my ability." In all cases where
the right to vote upon any share or shares shall be questioned, it shall be
the duty of the inspectors, if any, or the persons conducting the vote, to
examine the transfer books of the Company as evidence of shares held, and all
shares entitled to vote that may appear standing thereon in the name of any
person or
5
<PAGE> 9
persons shall be voted upon by such person or persons, either in person or by
proxy.
Notice of Shareholder Nominees.
- ------------------------------
Section 2:13. Only persons who are nominated in accordance with the
procedures set forth in this Section 2:13 shall be eligible for election as
Directors of the Company. Nominations of persons for election to the Board
of Directors of the Company may be made at a meeting of shareholders (a) by
or at the direction of the Board of Directors or (b) by any shareholder of
the Company entitled to vote for the election of Directors at such meeting
who complies with the procedures set forth in this Section 2:13. All
nominations by shareholders shall be made pursuant to timely notice in proper
written form to the Secretary of the Company. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Company no less than 60 days or more than 90 days
prior to the meeting; provided, however, that in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such shareholder's notice
shall set forth in writing (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as
a Director if elected, and (b) as to the shareholder giving notice (i) the
name and address, as they appear on the Company's books, of such shareholder,
and (ii) the class and number of shares of the Company which are beneficially
owned by such shareholder. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as Director shall
furnish to the Secretary of the Company that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee.
In the event that the shareholder seeks to nominate one or more Directors,
the Secretary shall appoint two inspectors, who shall not be affiliated with
the
6
<PAGE> 10
Company, to determine whether a shareholder has complied with this Section 2:13.
If the inspectors shall determine that a shareholder has not complied with this
Section 2:13, the inspectors shall direct the chairman of the meeting to declare
to the meeting that the nomination was not made in accordance with the
procedures prescribed by the By-Laws of the Company, and the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.
Procedures for Submission of Shareholder Proposals at Annual Meeting.
- --------------------------------------------------------------------
Section 2:14. At any annual meeting of the shareholders of the
Company, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the Board of Directors or
(ii) by any shareholder of the Company who complies with the procedures set
forth in this Section 2:14. For business properly to be brought before an
annual meeting by a shareholder, the shareholder must have given timely
notice thereof in proper written form to the Secretary of the Company. To be
timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Company no less than 60 days or
more than 90 days prior to the meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. To be in proper written form,
such shareholder's notice shall set forth in writing (i) a brief description
of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the name and
address, as they appear on the Company's books, of the shareholder proposing
such business, (iii) the class and number of shares of the Company which are
beneficially owned by the shareholder and (iv) any material interest of the
shareholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2:14. The chairman
of an annual meeting shall, if the facts warrant, determined and declare to
the meeting in accordance with the provisions of this Section 2:14, and, if
he should so determine, he shall so declare to the
7
<PAGE> 11
meeting and any such business not properly brought before the meeting shall
not be transacted.
Conduct of Annual Meeting.
- -------------------------
Section 2:15. The date and time of the opening and the closing of the
polls for each matter upon which the shareholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting.
The Board of Directors of the Company may to the extent not prohibited by law
adopt by resolution such rules and regulations for the conduct of the meeting
of shareholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the chairman of
the meeting, may to the extent not prohibited by law include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance
at or participation in the meeting to shareholders of record of the Company,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless, and to the extent, determined by the Board of Directors or the
chairman of the meeting, meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
ARTICLE III: DIRECTORS
----------- ---------
General Powers.
- --------------
Section 3:1. The Board of Directors shall control and manage the
business and property of the Company. The Board may exercise all such powers
of the Company and do all lawful acts and things as are not by law, the
Articles of Incorporation, or elsewhere in
8
<PAGE> 12
these By-Laws, directed or required to be exercised or done by the
shareholders or some particular officer of the Company.
Number and Qualification.
- ------------------------
Section 3:2. The number of Directors to constitute the Board of
Directors shall be 9, effective May 27, 1998. Each change in the number of
Directors (made by amendment to this By-Law) shall be reported to the
Secretary of State of Missouri within thirty calendar days of such change.
Directors need not be shareholders unless the Articles of Incorporation, as
amended, shall require that Directors be shareholders, in which case any
Director who shall cease to be a shareholder of record shall thereby be
disqualified and his office as Director shall thereupon automatically become
vacant.
Each Director shall be under the age of 72 years at the time of his
election to the Board. If a Director attains his 72nd birthday prior to the
expiration of his term, he shall serve until the next annual meeting at which
time his office as Director shall thereupon automatically become vacant.
Notwithstanding the above, a majority of the Board of Directors may elect to
waive the age requirement for a Director/Nominee.
Term of Office.
- --------------
Section 3:3. The Board of Directors shall be elected by the
shareholders entitled by law or the Articles of Incorporation to vote for the
election of Directors. The Board of Directors shall be divided into three
Groups, with the terms of office of each Group ending in successive years.
Upon expiration of a Group's initial term, all succeeding terms shall be for
a period of three (3) years, until the next applicable Annual Shareholders
Meeting. Each Director, unless removed, resigned, disqualified, or otherwise
separated from office, shall hold office for the term for which he is elected
or until his successor shall have been elected and qualified.
Removal of Directors.
- --------------------
Section 3:4. Directors may be removed at a meeting of shareholders
called expressly for such purpose in the manner provided herein and subject
to the limitations provided by law.
9
<PAGE> 13
The entire Board of Directors may be removed, with or without cause, by a vote
of not less than 75% of all the outstanding shares entitled to vote at such
meeting. Less than the entire Board of Directors may be removed, with or
without cause, by a vote of not less than 75% of all the outstanding shares
entitled to vote at such meeting, except in such case no Director may be removed
if the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the class of Directors of which he is a
part. Such shareholders meeting shall be held at the registered office or
principal office of the Company in Missouri or in the city or county in Missouri
in which the principal business office of the Company is located.
Vacancies.
- ---------
Section 3:5. In case of any vacancy in the Board of Directors through
death, resignation, or removal pursuant to the By-Laws or as provided by law,
of one or more of the Directors, a majority of the surviving or remaining
Directors may fill such vacancy or vacancies until the successor or
successors are elected at the next shareholders meeting for the purpose of
serving the remainder of the unexpired term. Unless otherwise provided in
the Articles of Incorporation, vacancies on the Board of Directors resulting
from any increase in the number of Directors to constitute the Board of
Directors may be filled by a majority of Directors then in office, although
less than a quorum, or by a sole remaining Director, until the next election
of Directors by the shareholders of the Company.
Place of Meeting.
- ----------------
Section 3:6. The Board of Directors may hold its meetings at the
principal office of the Company or at such other place or places within or
without the State of Missouri as it may from time to time determine. Members
of the Board of Directors may participate in a meeting of a Board by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a
meeting in this manner shall constitute presence in person at the meeting.
10
<PAGE> 14
Organization Meetings.
- ---------------------
Section 3:7. Organization meetings shall be held on a date set by the
Board of Directors, provided that such date shall be either on the same day
or a date subsequent to the Annual Meeting of Shareholders, and shall be held
at the principal office of the Corporation or at such other place within or
without the State of Missouri, as the Board may deem acceptable. No notice
shall be required for any organization meeting.
Regular Meetings.
- ----------------
Section 3:8. The Board of Directors from time to time, by resolution,
may provide for regular meetings, which may thereafter be held at the time
and place designated, without notice thereof to the Directors; provided,
however, that any Director absent from the meeting at which such resolution
was adopted shall be notified of the adoption thereof not less than 3 days
prior to the first regular meeting to be held pursuant thereto.
Special Meetings.
- ----------------
Section 3:9. Special meetings of the Board of Directors may be called
by the Chairman of the Board, the Vice-Chairman of the Board, if any, the
President, or any two Directors, and shall be held at the time and place
(within or without the State of Missouri) specified in the call. Unless
waived as hereinafter provided, notice of the time, place and purpose of each
special meeting shall be delivered to each Director, either in person or by
mail, postage prepaid and addressed to such Director, either at the most
recent address which he has furnished the Secretary of the Company or at his
last known resident address at least two days before such meeting. If given
by mail, such notice shall be deemed delivered upon deposit in the United
States mail, postage prepaid, and addressed in either manner aforesaid.
Quorum.
- ------
Section 3:10. Except as otherwise provided by law, by the Articles of
Incorporation, or elsewhere in these By-Laws, a majority of the full Board of
Directors shall constitute a quorum for the transaction of business, and the
act of a majority of the Directors present at a meeting at which a quorum is
present shall
11
<PAGE> 15
be the act of the Board of Directors. In the absence of a quorum, a majority of
the Directors present at a meeting, or the Director if there be only one
present, or the Secretary if there be no Director present, may adjourn the
meeting from time to time, not to exceed thirty days until a quorum be had. No
notice other than announcement at the meeting need be given of such adjournment.
Compensation.
- ------------
Section 3:11. A Director may be entitled to receive (a) such
transportation and other expenses incident to his attendance at any meeting
of the Board of Directors or of any committee thereof of which he may be a
member as the Board of Directors from time to time may determine, and (b)
such compensation as the Board of Directors from time to time may determine.
Actions of Directors in Lieu of Meeting.
- ---------------------------------------
Section 3:12. Any action which is required to be or may be taken at a
meeting of the directors may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by all of the
Directors. The consents shall have the same force and effect as a unanimous
vote of the Directors at a meeting duly held and may be stated as such in any
certificate or document filed pursuant to the provisions of Missouri law.
The Secretary shall file the consents with the minutes of the meetings of the
Board of Directors.
ARTICLE IV: COMMITTEES
---------- ----------
Executive Committee.
- -------------------
Section 4:1. The Board of Directors may, at its discretion and by
resolution adopted by a majority of all the members of the Board of
Directors, designate an Executive Committee to consist of two or more
Directors, one of whom shall be designated by the Board as Chairman of the
Executive Committee. The Board of Directors may delegate to the Executive
Committee any and all authority in the management of the Company otherwise
vested in the Board of Directors. The Board of Directors shall have the
power at any time to expand or limit the authority of, to fill vacancies in,
to change the membership of, or to dissolve the Executive Committee.
12
<PAGE> 16
A majority of the members of the Executive Committee shall be sufficient to
determine its action unless the Board of Directors shall otherwise provide
for a greater percentage.
Meetings of Executive Committee.
- -------------------------------
Section 4:2. Regular meetings of the Executive Committee may be held
without call or notice at such times and places as the Executive Committee
from time to time may fix. Other meetings of the Executive Committee may be
called by any member thereof either by oral, telegraphic or written notice
not later than the day prior to the date set for such meeting. Such notice
shall state the time and place of the meeting and, if by telegraph or in
writing, shall be addressed to each member at his address as shown by the
records of the Secretary of the Company. Any member may, or upon request by
any member, the Secretary shall, give the required notice calling the
meeting. The Executive Committee shall keep a record of its proceedings, and
shall regularly present such records to the Board of Directors. Members of
the Executive Committee or any other Committee designated by the Board of
Directors may participate in a meeting of the Committee by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting in this manner shall constitute presence in
person at the meeting.
Emergency Management Committee.
- ------------------------------
Section 4:3. The Board of Directors, by resolution of a majority of
the whole Board, may appoint three or more persons to constitute an Emergency
Management Committee or otherwise designate the manner in which the membership
of such Committee shall be determined. To the extent provided in said
resolution, and subject to the provisions of the Articles of Incorporation and
these By-Laws, such Committee shall have and may exercise all the powers of the
board of Directors in the management of the business and affairs of the Company
but only during any period when the Board of Directors shall be unable to
function by reason of vacancies therein caused by death, resignation or
otherwise, and there shall be no Director remaining and able to fill such
vacancies pursuant to Section 3:5 of Article III and until a Board of Directors
shall have been duly constituted. Such Committee shall, during the time it is
authorized to function as provided herein, have power to call special meetings
of stockholders, to elect or appoint officers to
13
<PAGE> 17
fill vacancies as circumstances may require and to authorize the seal of the
Company to be affixed to all papers which may require it. Such Committee shall
make its own rules of procedure. A majority of the Committee shall constitute a
quorum. Any vacancy in the Committee caused by death, incapacity, resignation
or otherwise may be filled by the remaining members though less than a quorum
and any member so chosen shall serve until a Board of Directors has been duly
constituted.
Other Committees.
- ----------------
Section 4:4. Other Committees may be established from time to time by
the Board of Directors. Such other Committees shall have such purpose(s) and
such power(s), as the Board of Directors by resolution may confer. The Board
of Directors or such officer or Committee as the Board of Directors may
designate, shall have the power to appoint members of such other Committee,
to remove any member thereof and to fill any vacancy therein, and to
designate the Chairman of such other Committee. Unless otherwise provided by
the Board of Directors, a majority of the members of such other Committee
shall constitute a quorum, and the acts of a majority of the members present
at a meeting at which a quorum is present shall be the act of such other
Committee.
ARTICLE V: OFFICERS
--------- --------
Section 5:1. The Principal Officers of the Company shall be a Chairman
of the Board, a Vice-Chairman of the Board (if the Board shall choose to
elect one), a Chief Executive Officer, a President, one or more Executive
Vice-Presidents, one or more Vice-Presidents and/or Vice-Presidents of such
designation as the Board shall deem appropriate, a Secretary, a Treasurer,
one or more Controller(s) and such other officer or assistant officers as may
be deemed necessary and elected by the Board of Directors. Each elected
officer shall have all powers and duties usually incident to such elected
office except as modified pursuant to the provisions of Sections 5:2 and 5:3.
Any two or more offices may be held by the same person except that the
offices of Chairman of the Board or of President and the office of the
Secretary may not be held by the same person. Any officer elected by the
Board may be specially designated by the Board with one or more functional
titles.
14
<PAGE> 18
Elected Officer.
- ---------------
Section 5:2. The general duties of the elected officers shall be as
set forth below:
(a) Chairman of the Board. The Board of Directors shall elect
---------------------
one of its number Chairman of the Board who shall preside at all meetings of
the shareholders and of the Board of Directors at which he may be present.
The Chairman of the Board shall have such other powers and duties as, from
time to time, shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.
(b) Vice-Chairman of the Board. The Board of Directors may, in
--------------------------
its discretion, elect one of its number Vice-Chairman of the Board who, in
the absence of the Chairman of the Board, shall preside at all meetings of
the shareholders and of the Board of Directors at which he may be present.
The Vice-Chairman of the Board shall have such other powers and duties as,
from time to time, shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and Section 5:3.
(c) President. When the Chairman of the Board, and the
---------
Vice-Chairman of the Board, if any, are absent the President shall preside at
all meetings of the Board of Directors and shall have such other powers and
duties as, from time to time shall reside in or be assigned to said office
pursuant to the provisions of subsection (h) of this Section 5:2 and of
Section 5:3.
(d) Executive Vice-President and Vice President. Each Executive
-------------------------------------------
Vice-President and each Vice President, of such designation as the Board has
deemed appropriate, shall have such powers and duties as, from time to time,
shall reside in or be assigned to said office pursuant to the provisions of
subsection (h) of this Section 5:2 and of Section 5:3.
(e) Treasurer. Subject to the authority of the Chief Financial
---------
Officer of the Company, if there be one, the Treasurer shall have custody of,
and be responsible for, all the funds and securities of the Company, and
shall deposit and withdraw such funds and securities in and from such banks,
trust companies, or other depositories as shall be selected by and in
accordance with the resolutions adopted from time to time by the Board of
15
<PAGE> 19
Directors. He shall also have such other powers and duties as, from time to
time shall reside in or be as assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.
(f) Secretary. The Secretary shall keep the minutes of the
---------
meetings of the shareholders, the Board of Directors (unless otherwise
delegated by the Board to one of its members), and the Executive Committee,
if any, shall see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law, be custodian of the
Company's records and seal, keep a register of the post office address of all
shareholders, have general charge of the books and records of the Company,
and sign such instruments with the President or other officers as may be
required. The Secretary shall have such other powers and duties as, from
time to time, shall reside in or be as assigned to said office pursuant to
the provisions of subsection (h) of this Section 5:2 and of Section 5:3.
(g) Controller. Subject to the authority of the Chief Financial
----------
Officer of the Company, if there be one, the Controller shall have custody of
and be responsible for the maintenance of the books of account of the
Company. He shall also have such other powers and duties as, from time to
time shall reside in or be as assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.
(h) Other Duties and Responsibilities. Subject to the ultimate
---------------------------------
authority of the Board of Directors and its Executive Committee, if there be
one, each of the officers elected or appointed by the Board of Directors,
shall have such other duties and responsibilities as may be provided by law,
and to the extent not in conflict with law, and as shall from time to time be
assigned, modified or terminated by the Chief Executive Officer or his
designee (which may be the person who is such officer's immediate superior as
shown on any Company organization chart or similar document outlining job
duties, responsibilities or accountabilities of the Company's officers as
may be in effect from time to time).
16
<PAGE> 20
Functional Responsibilities.
- ---------------------------
Section 5:3. Chief Executive Officer. The Chief Executive Officer
-----------------------
shall have active executive management of and ultimate responsibility for the
conduct of the business operations of the Company. Such executive management
shall include the assignment of responsibilities of other elected or
appointed officers, provided however, that he may, in his sole discretion,
delegate his authority to assign the responsibilities of the other elected
officers to an officer designated by him for that purpose. Unless such power
is otherwise delegated to some other officer, agent or proxy, the Chief
Executive Officer shall have full power and authority in behalf of the
Company: (i) to act and to vote, as fully as the Company might do if present
at any meeting, or any adjournment thereof, of the shareholders of a
corporation in which the Company may hold stock; (ii) to waive notice of and
consent to the holding of any such meeting or adjournment; and (iii) to sign
a consent to action in lieu of any such meeting or adjournment.
Absence, Disability or Death - Elected Officers.
- -----------------------------------------------
Section 5:4. In the absence, disability or death of any elected
Officer of the Company the duties and powers of such officer shall be
performed first by the superior of such officer, or by such superior's
designee, or second by the person who is the officer's subordinate as shown
in any Company organization chart or similar document outlining job duties,
responsibilities or accountabilities of such officer in effect from time to
time.
Term of Office and Compensation.
- -------------------------------
Section 5:5. The compensation of the elected or appointed officers of
the Company shall be fixed by the Board of Directors; provided, however, that
the Board of Directors may delegate to any committee or officer, other than
the holder of the office involved, the power to fix the compensation of
officers. All officers of the Company shall hold office only at the pleasure
of the Board of Directors.
Removal.
- -------
Section 5:6. Any officer elected by the Board of Directors may be
removed by the Board of Directors with or without a hearing
17
<PAGE> 21
and with or without cause whenever in its judgement the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
Vacancies.
- ---------
Section 5:7. Any vacancy in any office because of death, resignation,
removal, or any other cause shall be filled in the manner prescribed in these
By-Laws for the election to such office.
Bonding.
- -------
Section 5:8. If so required by the Board of Directors, or applicable
Company policy an officer shall give bond for the faithful discharge of his
duties in such form and amount and with such sureties as the Board of
Directors may provide, but the premiums for any such bond shall be borne by
the Company.
Execution of Instruments.
- ------------------------
Section 5:9. All bills of exchange, promissory notes, and checks
issued, drawn, or made by the Company shall be signed by such officer or
officers, or such individual or individuals, as the Board of Directors may
from time to time designate therefor; provided, however, that in the absence
of any such designation, they may be signed on behalf of the Company by any
two of the following officers: The Chairman of the Board, the Vice-Chairman
of the Board, if any, the President, any Executive Vice President, any
Vice-President, and the Treasurer. Any other contract or obligation of the
Company shall be executed by such officer or officers, or such other
individual or individuals, as the Board of Directors may direct, or, in the
absence of such direction, by the Chairman of the Board, the Vice-Chairman of
the Board, if any, the President, any Executive Vice-President, any Vice
President (of whatever designation he/she may have), the Secretary, the
Treasurer, or an Assistant Secretary, provided, however, that any person
designated as an authorized signer, whether by law, by action of the Board of
Directors, by these By-Laws, or otherwise, shall, without exception, obtain
the prior approvals, or the review of action, required by any resolution
adopted by the Board of Directors expressing a policy governing the execution
of documents intended to bind this Company. The seal of the Company may be
18
<PAGE> 22
affixed to instruments executed on its behalf by its proper officers and
shall be affixed to such instruments as required by law and as the Board of
Directors may direct. When affixed, the seal may be attested by the
Secretary, an Assistant Secretary or by such other officer as the Board of
Directors may direct.
ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
---------- ---------------------------
Certificates of Shares.
- ----------------------
Section 6:1. Certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with applicable law or the
Articles of Incorporation, as shall be approved by the Board of Directors,
and shall be signed by the Chairman of the Board or by the President or an
Executive Vice-President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, provided that
the signatures of any such officers thereon may be facsimiles, engraved or
printed, if such certificates are signed by a transfer agent other than the
Company or its employee or by a registrar other than the Company or its
employee. The seal of the Company shall be impressed, by original or by
facsimile, printed or engraved, on all such certificates. In case any such
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Company with same effect
as if such officer, transfer agent or registrar had not ceased to be such
officer, transfer agent or registrar at the date of its issue.
Numbers and Data on Certificate.
- -------------------------------
Section 6:2. All Certificates shall be numbered as may be required by
resolution of the Board of Directors, and each shall show thereon the name of
the person owning the shares represented thereby, the number of such shares,
and the date of issue, which information shall be entered on the Company's
books.
19
<PAGE> 23
Cancellation of Certificates.
- ----------------------------
Section 6:3. Every certificate surrendered to the Company for transfer
or otherwise in exchange for a new certificate shall be marked "canceled"
with the date of cancellation, and no new certificate(s) in lieu thereof
shall be issued until the former certificate(s) for an equivalent number of
shares shall have been surrendered and cancelled, except as otherwise
provided in Section 6:6 of these By-Laws.
Registration and Change of Registration.
- ---------------------------------------
Section 6:4. The names and addresses of the persons owning
certificates representing shares of stock in the Company together with the
number of shares of stock owned by them respectively shall be registered on
the books of the Company. The Company shall register transfers of such
certificates together with the date of such transfers if the certificates are
(1) delivered and endorsed either in blank or to a specified person by the
person appearing by the certificate to be the owner of the shares represented
thereby, or (2) delivered together with a separate document containing a
written assignment of the certificate or a power of attorney to sell, assign,
or transfer the same or the share represented thereby, signed by the person
appearing by the certificate to be the owner of the shares represented
thereby (said assignment or power of attorney to be either in blank or to a
specified person), or (3) delivered together with an assignment endorsed
thereon or in a separate instrument signed by the trustee in bankruptcy,
receiver, guardian, executor, administrator, custodian, or other person duly
authorized by law to transfer the certificate on behalf of the person
appearing by the certificate to be the owner of the shares represented
thereby. Notwithstanding the above provisions on transfers of shares, the
person in whose name shares stand on the books of the Company at the date of
the closing of the transfer books or at the record date fixed by law or
pursuant to Section 6:7 of these By-Laws shall be deemed the owner thereof
insofar as rights to receive dividends, to vote, and to have any other rights
or privileges as a shareholder.
Regulations for Transfer.
- ------------------------
Section 6:5. The Board of Directors shall have power and authority to
make such rules and regulations as it deems expedient
20
<PAGE> 24
concerning the issue, transfer, and registration of certificates for shares of
the capital stock of the Company, and may appoint one or more transfer agents or
transfer clerks as registrars of transfer, and may require all certificates to
bear the signature of a transfer agent or transfer clerk or registrar of
transfer.
Lost, Stolen, Destroyed or Mutilated Certificates.
- -------------------------------------------------
Section 6:6. Upon proof satisfactory to the Chairman of the Board, or,
in his absence the President and the Secretary that any certificate for
shares of the capital stock of the Company issued and outstanding has been
lost, stolen, destroyed or mutilated, and upon due application in writing by
the person in whose name the same may stand of record on the books of the
Company, or by his legal representative, and the surrender thereof in the
case of a mutilated certificate, or, in the case of a certificate having been
lost, stolen, or destroyed, the giving of an indemnifying bond in such form
and amount and with such sureties as the Board of Directors may require, the
proper officers of the Company are authorized and empowered to issue a new
certificate or certificates to the owner thereof in lieu of the certificate
that has been lost, stolen, destroyed, or mutilated. The Board of Directors
may delegate to any transfer agent of the Corporation the authorization of
the issue of such new certificate or certificates and the approval of the
form and amount of such indemnity bond or bonds and the surety or sureties
thereon.
Closing of Transfer Books and Record Dates.
- ------------------------------------------
Section 6:7. The Board of Directors shall have power to close the
transfer books of the Company for a period not exceeding fifty days (or such
greater period as then provided by law) preceding the date of any meeting of
shareholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares shall go into effect, or in lieu thereof may fix in advance a date not
exceeding fifty days (or such greater period as then provided by law)
preceding the date of any meeting of shareholders or the date for payment of
any dividend or the date of the allotment of rights or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of and to
vote at any such meeting and any adjournment thereof or entitled to receive
payment of any
21
<PAGE> 25
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, and in such case
only shareholders of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to such notice of and to vote at such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.
Dividends.
- ---------
Section 6:8. Subject to any and all limitations upon the payment of
dividends imposed by law or by the Articles of Incorporation, the Board of
Directors, in its discretion, may from time to time declare and cause to be
paid dividends upon the outstanding shares of the capital stock of the
Company in cash, property, shares of the capital stock of the Company, or any
combination thereof.
ARTICLE VII: MISCELLANEOUS
----------- -------------
Corporate Seal.
- --------------
Section 7:1. The Board of Directors shall provide a suitable seal,
containing the name of the Company, which seal shall be in the custody of the
Secretary, and may provide for one or more duplicates thereof to be kept in
the custody of the Treasurer and Assistant Treasurer and/or Assistant
Secretary.
Resignations.
- ------------
Section 7:2. Any Director or Officer of the Company may resign such
office at any time by giving written notice to the Chairman of the Board of
Directors, the President, or the Secretary. Such resignation shall take
effect at the date of the receipt of such notice, or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
22
<PAGE> 26
Waiver.
- ------
Section 7:3. Whenever any notice is required to be given by law, the
Articles of Incorporation, or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, or a duly authorized
representative of such person, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Presence
at a meeting of shareholders or of Directors shall constitute a waiver of
notice except where the shareholder or Director states that he is present
solely for the purpose of objecting to the transaction of business because
the meeting was not lawfully called or convened.
Amendments.
- ----------
Section 7:4. The Board of Directors, provided the power conferred
hereby shall not be inconsistent with the Articles of Incorporation or
applicable law, shall have power to make, amend and repeal the By-Laws of the
Company by a vote of a majority of all of the members of the Board of
Directors at any organization, regular or special meeting of the Board,
provided that notice of intention to make, amend or repeal the By-Laws, in
whole or in part shall have been given at the next preceding meeting; or,
without any such notice, by a vote of 2/3 of all of the members of the Board
of Directors.
Books and Records.
- -----------------
Section 7:5. Except as the Board of Directors may from time to time
direct or as may be required by law, the Company shall keep its books and
records at its principal office.
Severability.
- ------------
Section 7:6. If any word, clause or provision of these By-Laws shall,
for any reason, be determined to be invalid or ineffective, the provisions
hereof shall not otherwise be affected thereby and shall remain in full force
and effect.
23
<PAGE> 27
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS,
------------
OFFICERS AND OTHERS; INSURANCE
------------------------------
Liabilities Covered.
- -------------------
Section 8:1(a). The Company shall indemnify any person who was, or is
threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer
of the Company or (at the request of the Company and in addition to his or
her service as a director or officer of the Company) is or was serving as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceedings, to the full extent and under the circumstances permitted by law.
For the purposes of this ARTICLE VIII, "officer" shall mean each person
elected, or requested to serve, as an officer by the Board of Directors of
the Company and any other person serving as an officer shall not be an
officer for the purposes of this ARTICLE VIII but may be indemnified as an
employee or agent of the Company or other enterprise.
Section 8:1(b). In addition, the Company may (but shall not be
obligated to) indemnify any person who was or is threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was an employee or agent of the Company or is or was
serving at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceedings, to the full extent and under the circumstances
permitted by law.
Section 8:1(c). The Company shall not be obligated to indemnify any
person in connection with his service as a director, officer, employee or
agent of a constituent corporation merged into or consolidated with the
Company, or his service at the request of such a constituent corporation as a
director, officer, employee or
24
<PAGE> 28
agent of another corporation, partnership, joint venture, trust or other
enterprise; provided, however, such person may be indemnified, to the full
extent and under the circumstances permitted by law, if in connection with such
merger or consolidation, the Board of Directors of the Company so directs or the
agreement providing for such merger or consolidation so provides.
Section 8:1(d). If this Section 8:1 is approved by a vote of the
stockholders of the Company, indemnification shall or may (as the case may
be) be provided hereunder unless the conduct of the person to be indemnified
is finally adjudged to have been knowingly fraudulent, deliberately dishonest
or willful misconduct.
Section 8:1(e). Notwithstanding anything set forth herein, no
indemnity shall be paid by the Company (i) in respect of remuneration paid to
any person if it shall be determined by a final judgment or other final
adjudication that such remuneration was in violation of law, or (ii) on
account of any suit in which judgment is rendered against any person (seeking
indemnification hereunder) for an accounting of profits made from the
purchase or sale by such person of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local
statutory law.
Procedures for Indemnification.
- ------------------------------
Section 8:2. Any indemnification under Section 8:1(a) of this ARTICLE
VIII (unless ordered by a court) shall be made by the Company unless a
determination is reasonably and promptly made that indemnification is not
proper in the circumstances because the person to be indemnified has not
satisfied the conditions set forth in such Section 8:1. Any indemnification
under Section 8:1(b) of this ARTICLE VIII (unless ordered by a court) shall
be made as authorized in a specified case upon a determination that
indemnification is proper in the circumstances because the person to be
indemnified has satisfied the conditions set forth in such Section 8:1. Any
such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or even if
obtainable a quorum of
25
<PAGE> 29
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Advance Payment of Expenses.
- ---------------------------
Section 8:3(a). With respect to any person entitled to be indemnified
under Section 8:1(a) of this ARTICLE VIII, expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the person seeking such advance
to repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Company as authorized in this ARTICLE
VIII.
Section 8:3(b). With respect to any person who may be indemnified
under Section 8:1(b) of this ARTICLE VIII, expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of the final disposition of the action, suit or proceeding as
authorized by the Board of Directors in a specific case upon receipt of an
undertaking by or on behalf of the person seeking such indemnification to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this ARTICLE VIII.
Extent of Rights Hereunder.
- --------------------------
Section 8:4. The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any By-Law, agreement, vote of stockholders of
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Purchase of Insurance.
- ---------------------
Section 8:5. The directors may authorize, to the extent permitted by
The General and Business Corporation Law of Missouri, as in effect and
applicable from time to time, the purchase and
26
<PAGE> 30
maintenance of insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in such capacity or arising out of his
status as such, whether or not the Company would have the power to indemnify him
against such liability under the provisions of The General and Business
Corporation Law of Missouri.
Indemnification Agreements.
- --------------------------
Section 8:6. With respect to any of the persons who shall or may be
indemnified pursuant to Section 8:1 of this ARTICLE VIII, the Company may
enter into written agreements providing for the mandatory indemnification of
such persons in accordance with the provisions of this ARTICLE VIII. In the
event of any conflict between the provisions of this ARTICLE VIII and the
provisions of an indemnification agreement adopted by the stockholders, the
terms of such agreement shall prevail.
27
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements for period ended August 1, 1998 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-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> AUG-01-1998
<CASH> 2,458
<SECURITIES> 0
<RECEIVABLES> 65,573
<ALLOWANCES> (3,443)
<INVENTORY> 133,031
<CURRENT-ASSETS> 205,591
<PP&E> 221,452
<DEPRECIATION> (115,327)
<TOTAL-ASSETS> 351,854
<CURRENT-LIABILITIES> 63,423
<BONDS> 94,853
<COMMON> 9,472
0
0
<OTHER-SE> 164,699
<TOTAL-LIABILITY-AND-EQUITY> 351,854
<SALES> 122,064
<TOTAL-REVENUES> 251,874
<CGS> 81,609
<TOTAL-COSTS> 185,069
<OTHER-EXPENSES> 53,908
<LOSS-PROVISION> 929
<INTEREST-EXPENSE> 5,148
<INCOME-PRETAX> 6,820
<INCOME-TAX> 2,592
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,228
<EPS-PRIMARY> .46
<EPS-DILUTED> .46
</TABLE>
