<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended January 30, 1999
Commission File 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 63017-3406
Chesterfield, Missouri (Zip Code)
(Address of principal executive offices)
(314) 854-3800
Registrant's telephone number, including area code
____________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Preferred Stock Purchase Rights issuable pursuant
to Registrant's Shareholder Rights Plan New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all
reports required 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
---
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date
within 60 days prior to the date of filing.
$125,095,303 April 5, 1999
------------ -------------
Value Date of Valuation
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of April 5, 1999.
Common Stock, $1.00 par value, 8,694,863 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1) Portions of the Annual Report to Shareholders for year ended 1/30/99
are incorporated in Parts I, II & IV; 2) Portions of the Proxy
Statement dated 4/15/99 are incorporated in Part III.
<PAGE>
<PAGE>
PART I
------
ITEM 1. BUSINESS
- -----------------
GENERAL DEVELOPMENT OF BUSINESS
Angelica Corporation (the "Company") and its subsidiaries provide
products and services to a wide variety of institutions and individuals,
which are in primarily three markets: health services, hospitality and
other service industries. The Company was founded in 1878 and was
incorporated as Angelica Corporation in 1968.
The Company's businesses are reported in three industry segments:
Textile Services, Manufacturing and Marketing and Retail Sales.
Information about the Company's industry segments appears on page 29 of
the Company's Annual Report to Shareholders for the year ended January
30, 1999 (hereinafter "Annual Report") and is incorporated herein by
reference. This information includes for each segment sales and textile
service revenues, earnings, identifiable assets, depreciation and
capital additions for each of the five years in the period ended January
30, 1999.
TEXTILE SERVICES
- ----------------
This segment has 30 laundry plants generally in or near various major
metropolitan areas in the United States principally providing textile
rental and laundry services for health care institutions. This segment
also provides general linen services in selected areas, principally to
hotels, motels and restaurants.
The markets in which the Textile Services segment operates are very
competitive, being characterized generally by a large number of independent,
privately-owned competitors. Industry statistics are not available, but
the Company believes that its Textile Services segment constitutes the
largest supplier of textile rental and laundry services to health care
institutions in the United States. Competition is on the basis of
quality, reliability and price.
MANUFACTURING AND MARKETING
- ---------------------------
The Company's Manufacturing and Marketing operations consist of
Angelica Image Apparel in the United States and two smaller operations
in Canada, collectively engaged in the manufacture and
- 1 -
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sale of uniforms and business career apparel for a wide variety of
institutions and businesses. The raw materials used by Angelica Image
Apparel in the conduct of its business consist principally of textile
piece goods, thread, and trimmings, such as buttons, zippers and labels.
The Company purchases piece goods from most major United States
manufacturers of textile products. These materials are available from a
number of sources. Recently, the Company has been closing some of its
domestic manufacturing plants and sourcing more of its image apparel from
domestic and foreign contractors and other foreign suppliers. At the
end of fiscal 1999, foreign suppliers accounted for slightly more than
40% of this segment's products.
The Manufacturing and Marketing operations compete with more than four
dozen largely privately-owned firms, including divisions of larger
corporations, in the United States and Canada. Competition is also
provided by local firms in most major metropolitan areas. The nature
and degree of competition varies with the customer and market where it
occurs. Industry statistics are not available, but the Company believes
that it is one of the leading suppliers of garments to hospitals, hotels
and motels, food service establishments, and textile service suppliers
in the United States. Competition is extensive and is based on many
factors, including design, quality, consistency of product, delivery,
price and distribution.
RETAIL SALES
- ------------
The Retail Sales segment is a specialty retailer offering uniforms and
shoes primarily for nurses and other health care professionals through a
nationwide chain of retail stores under the name of Life Uniform and
Shoe Shops, located primarily in malls and strip shopping centers.
The Company believes there are approximately 2,000 specialty retail
stores in the U.S., primarily privately-owned, offering merchandise
comparable to that offered by the Company's Retail Sales segment. In
addition, such merchandise is also offered by others, including some
large chain apparel retailers. Retail operations are conducted under
highly competitive conditions in the local area where each of the
Company's stores is located, with competition being on the basis of
store location, merchandise selection and value. Industry statistics
are not available, but the Company believes its Retail Sales segment
is the nation's largest specialty retailer offering uniforms and shoes
to nurses and other health care professionals.
- 2 -
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ADDITIONAL INFORMATION
- ----------------------
The Company does not hold any material patents, licenses, franchises or
concessions. It does not consider its business to be seasonal to any
significant extent. The Manufacturing and Marketing business is
characterized by high working capital requirements in the form of
inventories required to satisfy the prompt delivery requirements of its
customers. Otherwise, the Company has no unusual working capital
requirements. No segment of the Company's business is dependent on a
single customer or a few customers.
Since the bulk of the Company's sales are to institutional users which
buy on a regular recurring basis, the Company's backlog of orders at any
given time consists principally of firm orders in the process of being
filled and is not considered significant to the Company's business. No
portion of the Company's business is subject to renegotiation of
profits.
RESEARCH AND DEVELOPMENT
- ------------------------
Angelica Image Apparel carries on research, development and testing
programs both internally and in cooperation with independent
laboratories and research institutions, and works with suppliers to
develop specialized fabrics to improve performance and to meet specific
technological requirements. The dollar amount spent is not significant.
ENVIRONMENTAL CONSIDERATIONS
- ----------------------------
The Company does not expect any material expenditures will be required
in order to comply with any Federal, state or local environmental
regulations.
EMPLOYEES
- ---------
The Company employs approximately 8,600 persons (including approximately
800 part-time employees).
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
- ----------------------------------------------------------------------
SALES
- -----
Sales of foreign operations and export sales were not significant. The
Company has no one major customer.
- 3 -
<PAGE>
ITEM 2. PROPERTIES
- -------------------
A substantial portion of the real estate utilized by the Company is
leased. Real estate which is owned by the Company is approximately 51%
of the net book value of all fixed assets. There is no individual
parcel of real estate owned or leased which is of material significance
to the Company's total assets. No difficulty in renewing leases which
expire in the near future is anticipated by the Company. In the opinion
of the Company, all such facilities are maintained in good condition and
are adequate and suitable for the purposes for which they are used.
As of January 30, 1999, 30 laundries, both owned and leased, plus
warehouse facilities located in 15 states were used in the Textile
Services segment. Laundry facilities generally are not fully utilized,
although some of them operate on a multi-shift basis. The Company
estimates that output of these facilities could be increased by 20
percent with existing equipment by working longer hours and by an
additional 25 percent (for a total of 45 percent) by working longer
hours plus installation of additional equipment.
The Company's real estate, both owned and leased, which is used in its
Manufacturing and Marketing segment, at January 30, 1999 was comprised
of nine manufacturing plants in the United States, one plant in Costa
Rica, and one plant in Great Britain (sold March 1, 1999), plus
appropriate warehouses and sales facilities in the United States and
Canada. The manufacturing facilities are generally fully utilized and
operate generally on a one-shift basis.
As of January 30, 1999 there were 309 retail specialty stores, located
in 36 states, used in the Retail Sales segment. All retail store
premises are leased.
In connection with the restructuring plan adopted in October, 1997, the
Company has closed certain of its laundries in the Textile Services
segment and transferred the volumes being processed in those plants to
other laundries operated by the Company, thereby achieving economies of
scale and greater operating efficiencies. Also as a part of the
restructuring plan, certain of the Manufacturing and Marketing segment's
domestic sewing plants have been closed in order to increase the amount
of goods manufactured non-domestically. In addition, in March, 1999, the
Company sold its Manufacturing and Marketing business in Great Britain.
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ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Company is not a party, and none of its property is subject, to any
material pending legal proceeding other than ordinary routine litigation
incidental to the business. Management believes that liabilities, if
any, resulting from pending routine litigation in the ordinary course of
the Company's business should not materially affect the financial
condition or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
- ----------------------------------------------------------
No matters were submitted to a vote of shareholders during the fourth
quarter of the Company's year ended January 30, 1999.
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
<TABLE>
<CAPTION>
Present Position (and Year First
Prior Offices During Past Elected As
Name Five Years)<F1><F2> An Officer Age
---- ------------------------- ---------- ---
<S> <C> <C> <C>
Theodore M. Armstrong Senior Vice President- 1986 59
Finance and Administration
and Chief Financial Officer
Michael E. Burnham Vice President; President, 1993 47
Life Uniform and Shoe Shops
Business Segment of Angelica
Thomas M. Degnan Treasurer 1993 43
Steven L. Frey<F3> Vice President, General Counsel 1999 49
and Secretary
Don W. Hubble<F4> Chairman, President and Chief 1998 59
Executive Officer
L. Linden Mann Controller and Assistant 1978 59
Secretary
Charles D. Molloy, Jr.<F5> Vice President; President, 1998 54
Manufacturing and Marketing
Business Segment of Angelica
Alan D. Wilson<F6> Vice President; President, 1995 56
Angelica Textile Business
Segment of Angelica
- 5 -
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<FN>
<F1> Except as set forth below, the principal occupations of the
officers throughout the past five years have been the performance
of the functions of the offices shown above.
<F2> All officers serve at the pleasure of the Board of Directors.
<F3> Steven L. Frey has been Vice President, General Counsel and
Secretary since March 1, 1999. Prior to that, he was in private
practice from 1996 to March 1, 1999 with the law firm of Helfrey,
Simon and Jones, P.C. He also served as Director of Legal and
Regulatory Affairs for Sigma Chemical Company from 1993 to 1996.
<F4> Don W. Hubble has been Chairman, President and Chief Executive
Officer since January 1, 1998. Prior to that, he served as
President and Chief Operating Officer of National Service
Industries, Inc. from 1994 to October, 1996, and as Executive Vice
President and Chief Operating Officer from 1993 to 1994.
<F5> Charles D. Molloy, Jr. has been Vice President of the Company
since August 25, 1998 and President of the Manufacturing and
Marketing Business Segment since July 20, 1998. He also served as
Executive Vice President of Angelica Image Apparel from February,
1997 to June, 1998, and as Acting President of the Manufacturing
and Marketing Business Segment from June, 1998, to July, 1998.
Prior to that, he served as Chief Financial Officer of Tail Active
Sportswear from August, 1992 to January, 1997.
<F6> Alan D. Wilson has been a Vice President of the Company since
March 15, 1995. He has served as President of Textile Services
Business Segment since March, 1996 and prior to that was President
of Angelica Textile Services, Inc.
</TABLE>
None of the executive officers of the Company are related to each other.
There are no arrangements or understandings between any executive
officer of the Company and any other person pursuant to which such
officer was selected.
- 6 -
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- -----------------------------------------------------------------------
MATTERS
- -------
The information required by this item is included under the caption
"Common Stock Data" on page 20 of the Company's Annual Report and is
incorporated herein by reference. The number of shareholders of record
was 1,408 at April 5, 1999. The Company's Board of Directors regularly
reviews the dividends paid, and the Company expects to continue to pay
dividends. However, there can be no assurance that dividends will be
paid in the future since they are dependent on earnings, the financial
condition of the Company and other factors.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required by this item is included under the caption
"Financial Summary-6 Years" on page 18 of the Company's Annual Report
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ---------------------------------------------------------------------
AND RESULTS OF OPERATIONS
- -------------------------
The information required by this item is included in the text contained
under the caption "Financial Review" on pages 19 and 20 of the Company's
Annual Report and is incorporated herein by reference. The Company does
not believe the effects of inflation and changing prices have been, or
will be, material to the Company's results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information required by this item appears on pages 21 through 31 of
the Company's Annual Report and is incorporated herein by reference.
The financial statement schedule listed at Item 14(a)(2) is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ---------------------------------------------------------------------
AND FINANCIAL DISCLOSURE
- ------------------------
Not Applicable.
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PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information with respect to Directors of the Company under the caption
"Board of Directors" on pages 19 and 20 and under the caption "Section
16(a) Beneficial Ownership Reporting Compliance" on page 9 of the
Company's Proxy Statement for the Annual Meeting of Shareholders to be
held on May 25, 1999, (hereinafter "Proxy Statement") is incorporated
herein by reference. Information with respect to executive officers of
the Company appears under the caption "Executive Officers of the
Registrant" on pages 5 and 6 of Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
Information with respect to executive compensation under the captions
"Director Compensation" on page 6, "Compensation of Executive Officers"
on pages 12 and 13, "Employment Contracts and Termination of Employment
and Change-In-Control Arrangements" on pages 13 through 15, "Retirement
Plans" on pages 15 and 16, "Stock Options" on pages 16 and 17, and
"Option Holdings" on page 17, of the Company's Proxy Statement is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- --------------------------------------------------------------
MANAGEMENT
- ----------
Information with respect to security ownership of certain beneficial
owners and management under the caption "Beneficial Stock Ownership" and
"Management Stock Ownership" on pages 7 and 8 of the Company's Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Not applicable.
- 8 -
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
Annual Report
(a) Document List Page
------------- -------------
1. Financial Statements
--------------------
The following financial statements are
incorporated by reference herein and in
Item 8 above from the Company's Annual Report
to Shareholders for the year ended
January 30, 1999:
(i) Consolidated Statements of Income - 21
Years ended January 30, 1999, January 31,
1998 and January 25, l997
(ii) Consolidated Balance Sheets - January 30, 22
1999 and January 31, 1998
(iii) Consolidated Statements of Share- 23
holders' Equity - Years ended
January 30, 1999, January 31, 1998
and January 25, 1997
(iv) Consolidated Statements of Cash Flows- 24
Years ended January 30, 1999,
January 31, 1998 and January 25, 1997
(v) Notes to Consolidated Financial State- 25-30
ments
(vi) Report of Independent Public 31
Accountants
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2. Supplementary Data and Financial Statement Schedule
---------------------------------------------------
(i) The supplementary data entitled "Unaudited Quarterly
Financial Data" is incorporated by reference herein
and in Item 8 above from page 30 of the Company's
Annual Report.
(ii) The following financial statement schedule is
submitted as a separate section of this report
beginning at page 14:
Schedule II - Valuation and Qualifying Accounts - For
the Three Years Ended January 30, 1999
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial
statements or notes thereto.
(iii) Report of Independent Public Accountants on Schedule
II appears at this page 13 of the Form 10-K.
3. Exhibits
--------
See Exhibit Index on pages 15-20 hereof for a list of all
management contracts, compensatory plans and arrangements
required by this item (Exhibit Nos. 10.1 through 10.34) and
all other Exhibits filed or incorporated by reference as a
part of this report.
(b) Reports on Form 8-K
-------------------
The Registrant filed no reports on Form 8-K during the last
quarter of the year ended January 30, 1999.
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<PAGE>
SIGNATURE
---------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report
to be signed on its behalf by the undersigned thereunto duly authorized.
ANGELICA CORPORATION
--------------------
(Registrant)
By: /s/ Don W. Hubble
---------------------------------
Don W. Hubble
Chairman, President and Chief
Executive Officer
Date: April 27, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.
By: /s/ Don W. Hubble By: /s/ T. M. Armstrong
--------------------------------- --------------------------------
Don W. Hubble T. M. Armstrong
Chairman, President and Senior Vice President-
Chief Executive Officer Finance and Administration
(Principal Executive Officer) and Chief Financial Officer
(Principal Financial Officer)
By: /s/ L. Linden Mann
---------------------------------
L. Linden Mann
Controller
(Principal Accounting Officer)
David A. Abrahamson<F*> Susan S. Elliott<F*>
--------------------------------- --------------------------------
(David A. Abrahamson) (Susan S. Elliott)
Director Director
Earle H. Harbison, Jr.<F*> Leslie F. Loewe<F*>
--------------------------------- --------------------------------
(Earle H. Harbison, Jr.) (Leslie F. Loewe)
Director Director
Charles W. Mueller<F*> William A. Peck<F*>
--------------------------------- --------------------------------
(Charles W. Mueller) (William A. Peck)
Director Director
William P. Stiritz<F*> H. Edwin Trusheim<F*>
--------------------------------- --------------------------------
(William P. Stiritz) (H. Edwin Trusheim)
Director Director
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<PAGE>
By his signature below, Don W. Hubble has signed this Form 10-K on
behalf of each person named above whose name is followed by an asterisk,
pursuant to power of attorney filed with this Form 10-K.
/s/ Don W. Hubble
------------------------------------
Don W. Hubble, as attorney-in-fact
Date: April 27, 1999
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<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Angelica Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in the Annual
Report to Shareholders of Angelica Corporation and subsidiaries
incorporated by reference in this Form 10-K, and have issued our report
thereon dated March 16, 1999. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule
listed in Item 14(a)2(ii) and appearing on page 14 is the responsibility
of the Corporation's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not
part of the basic consolidated financial statements. This schedule has
been subjected to the auditing procedures applied in the audit of the
basic consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements
taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 16, 1999
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Schedule II
<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JANUARY 30, 1999
(In Thousands)
-------------------------------------------------
<CAPTION>
Balance at Charged Balance
Beginning to Costs at End of
Description of Period and Expenses Deductions<Fa> Period
- ----------- --------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
Reserve for doubtful
accounts - deducted
from receivables in
the balance sheet
<CAPTION>
YEAR ENDED JANUARY 30, 1999
---------------------------
$2,510 $1,851 $1,738 $2,623
====== ====== ====== ======
<CAPTION>
YEAR ENDED JANUARY 31, 1998
---------------------------
<S> <C> <C> <C> <C>
$2,645 $1,511 $1,646 $2,510
====== ====== ====== ======
<CAPTION>
YEAR ENDED JANUARY 25, 1997
---------------------------
<S> <C> <C> <C> <C>
$2,687 $1,417 $1,459 $2,645
====== ====== ====== ======
<FN>
<Fa> Doubtful accounts written off against reserve provided, net of
recoveries.
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EXHIBIT INDEX
- -------------
Exhibit
Number Exhibit
- ------ -------
<F*>Asterisk indicates exhibits filed herewith.
<F**>Incorporated by reference from the document listed.
3.1 Restated Articles of Incorporation of the Company, as currently in
effect. Filed as Exhibit 3.1 to the Form 10-K for the fiscal year
ended January 26, 1991.<F**>
3.2 Current By-Laws of the Company, as last amended August 25, 1998.
Filed as Exhibit 3.1 to the Form 10-Q for fiscal quarter ended
August 1, 1998.<F**>
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit 1
to Registration Statement on Form 8-A on August 28, 1998.<F**>
4.2 10.3% and 9.76% Senior Notes to insurance company due annually to
2004, together with Note Facility Agreement. Filed as Exhibit 4.2
to the Form 10-K for the fiscal year ended January 27, 1990.<F**>
4.3 9.15% Senior Notes to insurance companies due December 31, 2001,
together with Note Agreements and First Amendment thereto. Filed
as Exhibit 4.3 to the Form 10-K for the fiscal year ended February
1, 1992.<F**>
4.4 8.225% Senior Notes to Nationwide Life Insurance Company, American
United Life Insurance Company, Aid Association for Lutherans
(reissued to Nimer & Co. as of August 1, 1998), and Modern Woodmen
of America due May 1, 2006, together with Note Agreement. Filed
as Exhibit 4.4 to the Form 10-Q for the fiscal quarter ended July
29, 1995.<F**>
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.
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10.1 Angelica Corporation 1994 Performance Plan (as amended 1/31/95).
Filed as Exhibit 10.1 to the Form 10-K for fiscal year ended
January 28, 1995.<F**>
10.2 Retirement Benefit Agreement between the Company and Alan D.
Wilson dated August 25, 1987. Filed as Exhibit 10.2 to the Form
10-K for fiscal year ended January 28, 1995.<F**>
10.3 Form of Participation Agreement for the Angelica Corporation
Management Retention and Incentive Plan (filed as Exhibit 10.3 to
the Form 10-K for fiscal year ended 1/30/93 and incorporated
herein by reference) with revised schedule setting out executive
officers covered under such agreements and the "Benefit Multiple"
listed for each.<F*>
10.4 Angelica Corporation Stock Option Plan (As amended November 29,
1994). Filed as Exhibit 10.7 to the Form 10-K for fiscal year
ended January 28, 1995.<F**>
10.5 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to
the Form 10-K for fiscal year ended February 1, 1992.<F**>
10.6 Angelica Corporation Retirement Savings Plan, as amended and
restated. Filed as Exhibit 19.3 to the Form 10-K for fiscal year
ended January 27, 1990, incorporating all amendments thereto through
the date of this filing.<F**>
10.7 Supplemental Plan. Filed as Exhibit 19.10 to the Form 10-K for
fiscal year ended January 27, 1990, 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 January
25, 1997.<F**>
10.8 Incentive Compensation Plan (restated). Filed as Exhibit 19.11
to the Form 10-K for fiscal year ended January 27, 1990.<F**>
10.9 Deferred Compensation Option Plan for Selected Management
Employees. Filed as Exhibit 19.9 to the Form 10-K for fiscal year
ended January 26, 1991, incorporating all amendments thereto through
the date of this filing. The last amendment thereto was filed as
Exhibit 10.34 to Form 10-K for fiscal year ended January 25,
1997.<F**>
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10.10 Deferred Compensation Option Plan for Directors. Filed as Exhibit
19.8 to the Form 10-K for fiscal year ended January 26, 1991,
incorporating all amendments thereto through the date of this filing.<F**>
10.11 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1, 1992.<F**>
10.12 Management Retention Trust. Filed as Exhibit 19.4 to the Form 10-K
for fiscal year ended February 1, 1992.<F**>
10.13 Performance Shares Plan for Selected Senior Management(restated).
Filed as Exhibit 19.3 to the Form 10-K for fiscal year ended
January 26, 1991.<F**>
10.14 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January 26,
1991.<F**>
10.15 Non-Employee Directors Stock Plan. Filed as Exhibit 10.3 to the
Form 10-K for fiscal year ended January 27, 1990, incorporating all
amendments thereto through the date of this filing.<F**>
10.16 Restated Deferred Compensation Plan for Non-Employee Directors.
Filed as Exhibit 10 (v) to the Form 10-K for fiscal year ended
January 28, 1984, 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 January 28, 1995.<F**>
10.17 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through October 25, 1994). Filed
as Exhibit 10.20 to the Form 10-K for fiscal year ended January
28, 1995, incorporating all amendments thereto through the date
of this filing.<F**>
10.18 Angelica Corporation Pension Plan as Amended and Restated. Filed
as Exhibit 19.7 to the Form 10-K for fiscal year ended January 26,
1991, 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 July 27, 1996.<F**>
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<PAGE>
10.19 Angelica Corporation 1994 Non-Employee Directors Stock Plan.
Filed as 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 January 31, 1998.<F**>
10.20 Specimen form of Stock Option Agreement under the Angelica
Corporation Stock Option Plan. Filed as Exhibit 10.20 to the
Form 10-K for fiscal year ended January 27, 1996.<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 January 27, 1996) 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. Filed as Exhibit 10.21
to the Form 10-K for fiscal year ended January 25, 1997.<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.<F*>
10.23 Employment Agreement between the Company and Theodore M.
Armstrong, dated November 27, 1996. Filed as Exhibit 10.24 to the
Form 10-K for fiscal year ended January 25, 1997.<F**>
10.24 Employment Agreement between the Company and L. Linden Mann, dated
November 27, 1996. Filed as Exhibit 10.26 to the Form 10-K for
fiscal year ended January 25, 1997.<F**>
10.25 Employment Agreement between the Company and Alan D. Wilson, dated
April 2, 1997. Filed as Exhibit 10.27 to the Form 10-K for fiscal
year ended January 25, 1997.<F**>
10.26 Employment Agreement between the Company and Michael E. Burnham,
dated April 8, 1997. Filed as Exhibit 10.28 to the Form 10-K for
fiscal year ended January 25, 1997.<F**>
- 18 -
<PAGE>
<PAGE>
10.27 Employment Agreement between the Company and Thomas M. Degnan,
dated May 1, 1997. Filed as Exhibit 10.29 to the Form 10-Q for
fiscal quarter ended April 26, 1997.<F**>
10.28 Employment Agreement between the Company and Don W. Hubble, dated
December 12, 1997. Filed as Exhibit 10.30 to the Form 10-K for
fiscal year ended January 31, 1998.<F**>
10.29 Retirement Benefit Agreement between the Company and Don W. Hubble
dated January 1, 1998. Filed as Exhibit 10.31 to the Form 10-K for
fiscal year ended January 31, 1998.<F**>
10.30 Non-Qualified Stock Option Agreement between the Company and Don
W. Hubble dated January 2, 1998. Filed as Exhibit 10.32 to the
Form 10-K for fiscal year ended January 31, 1998.<F**>
10.31 Description of restricted stock granted to Don W. Hubble effective
January 2, 1998. Filed as Exhibit 10.33 to the Form 10-K for
fiscal year ended January 31, 1998.<F**>
10.32 Employment Agreement between the Company and Charles D. Molloy,
Jr., dated February 28, 1997.<F*>
10.33 Seventeenth Amendment to Angelica Corporation Retirement Savings
Plan, dated December 17, 1998.<F*>
10.34 Employment Agreement between the Company and Steven L. Frey,
dated March 1, 1999.<F*>
13 Certain portions of the Annual Report to Shareholders for the
fiscal year ended January 30, 1999 which have been incorporated by
reference.<F*>
21 Subsidiaries<F*>
23 Consent of Independent Public Accountants<F*>
24 Power of Attorney<F*>
27 Financial Data Schedule<F*>
99.1 Annual Report on Form 11-K for the Angelica Corporation
Retirement Savings Plan.<F*>
- 19 -
<PAGE>
<PAGE>
99.2 Annual Report on Form 11-K for the Angelica Corporation
Collinwood 401(k) Plan.<F*>
99.3 Annual Report on Form 11-K for the Angelica Corporation
Savannah 401(k) Plan.<F*>
99.4 Annual Report on Form 11-K for the Angelica Corporation
Missouri Plants 401(k) Plan.<F*>
The Company will furnish to any record or beneficial shareholder
requesting a copy of this Annual Report on Form 10-K a copy of any
exhibit indicated in the above list as filed with this Annual Report on
Form 10-K upon payment to it of its expenses in furnishing such exhibit.
- 20 -
</TABLE>
<PAGE>
Exhibit 10.3
ANGELICA CORPORATION
FORM 10-K FOR FISCAL YEAR ENDED
JANUARY 30, 1999
SCHEDULE
--------
The participation agreements presently in effect under the Angelica
Corporation Management Retention and Incentive Plan are substantially
identical in all material respects. This revised schedule is included
pursuant to Instruction 2 of Item 601(a) of Regulation S-K for the
purpose of setting forth the material details in which the specific
agreements differ from the form of agreement filed as Exhibit 10.3 to
the Angelica Corporation Form 10-K for fiscal year ended 1/30/93:
<TABLE>
<CAPTION>
"Benefit Multiple"
Name Title Pursuant to Paragraph 3
- ---- ----- -----------------------
<S> <C> <C>
T. M. Armstrong Sr. Vice President-Finance 2.99
and Administration
M. E. Burnham Vice President 2.99
L. L. Mann Controller and Assistant Secretary 2.99
Charles D. Molloy, Jr. Vice President 2.00
A. D. Wilson Vice President 2.99
</TABLE>
<PAGE>
Exhibit 10.22
ANGELICA CORPORATION
FORM 10-K FOR FISCAL YEAR ENDED
JANUARY 30, 1999
SCHEDULE
The indemnification agreements presently in effect between the Company
and its Directors and executive officers as of various dates are
substantially identical in all material respects. This schedule is
included pursuant to Instruction 2 of Item 601(a) of Regulation S-K for
the purpose of identifying the Directors and executive officers
executing such agreements:
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
David A. Abrahamson Director
Susan S. Elliott Director
Earle H. Harbison, Jr. Director
Don W. Hubble Chairman, President and Chief
Executive Officer
L. F. Loewe Director
Charles W. Mueller Director
William A. Peck, M.D. Director
William P. Stiritz Director
H. Edwin Trusheim Director
T. M. Armstrong Sr. Vice President-Finance and
Administration
Michael E. Burnham Vice President
Thomas M. Degnan Treasurer
Steven L. Frey Vice President, General Counsel &
Secretary
<PAGE>
<PAGE>
L. Linden Mann Controller and Assistant Secretary
Charles D. Molloy, Jr. Vice President
Alan D. Wilson Vice President
</TABLE>
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<PAGE>
<PAGE>
INDEMNIFICATION AGREEMENT
-------------------------
THIS AGREEMENT, is made and entered into as of the _____ day of
___________, 199__, by and between ANGELICA CORPORATION, a Missouri
corporation ("Company"), and ________________________ ("Indemnified
Person").
W I T N E S S E T H:
--------------------
WHEREAS, Indemnified Person is a member of the Board of Directors
and/or an officer of Company and in such capacity is performing a
valuable service for Company; and
WHEREAS, Company presently maintains a policy or policies of
Directors and Officers Liability Insurance ("D & O Insurance"), insuring
against certain liabilities which may be incurred by its directors and
officers in the performance of their services for the Company; and
WHEREAS, the cost of such insurance is increasing substantially
and the coverage of such insurance is decreasing, and Company deems it
desirable, with the consent and approval of its stockholders, to enter
into agreements with the Directors and Officers to provide to them
broader indemnities and greater protection against liabilities incurred
by them on account of their services for the Company;
NOW, THEREFORE, in consideration of the continued service of
Indemnified Person as a Director and/or officer after the date hereof,
the parties hereto agree as follows:
1. Indemnity
---------
1.1. Company shall indemnify and hold Indemnified Person
harmless to the full extent authorized or permitted by the provisions of
The General and Business Corporation Law of Missouri, as in effect at
the date of this Agreement, or by any amendment thereof or any other
statutory provisions authorizing or permitting such indemnification
which may be adopted after the date hereof.
1.2. Without limiting the indemnity provided under Section
1.1 hereof, and subject only to the limitations set forth in Section 4
hereof, if Indemnified Person was or is a party or is
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<PAGE>
<PAGE>
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative, or whether an action by a third party or by or in the
right of Company) by reason of the fact that Indemnified Person is or
was a director or officer of Company (or, if his service is or was at
the request of Company, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise), then Company shall indemnify Indemnified Person against
expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnified Person in
connection with such action, suit or proceeding.
1.3. The costs and expenses incurred by Indemnified Person
in connection with any proceedings described in this Section 1 shall be
paid by Company in advance of the final disposition of such proceeding
with the understanding and agreement hereby made and entered into by
Indemnified Person that Indemnified Person shall repay to Company such
amount, or the appropriate portion thereof, so paid or advanced if it
shall ultimately be determined that Indemnified Person was not entitled
to be indemnified by Company hereunder.
1.4. If Indemnified Person is deceased and is or was
entitled to indemnification under any provision of this Agreement, such
indemnification shall continue and shall inure to the benefit of the
heirs, executors and administrators of Indemnified Person.
2. Maintenance of Insurance
------------------------
2.1. Company has in force and effect D & O Insurance which
provides insurance protection to its directors and officers against
certain liabilities which may be incurred by them on account of
services for Company. Company may, but shall not be required to,
continue all or any part of said insurance coverage in effect. If such
insurance coverage shall be maintained by Company, such insurance, to
the extent of the coverage provided thereby, shall be primary and
Company's agreement of indemnity hereunder shall be effective only to
the extent that the Indemnified Person is not reimbursed pursuant to
such insurance coverage, and if Company shall have advanced any amount
to or for Indemnified Person which is later recovered by Indemnified
Person under such insurance coverage, Indemnified Person shall repay
such recovered amount to
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<PAGE>
<PAGE>
Company. If such insurance shall not be maintained by Company,
Indemnified Person shall be indemnified fully by Company in accordance
with the provisions of Section 1 of this Agreement.
3. Determination of Right to Indemnification
-----------------------------------------
3.1. The indemnification under Section 1 hereof shall be
made by the Company unless a determination is reasonably and promptly
made that indemnification is not proper in the circumstances because of
the limitations set forth in Section 4 hereof. Any such determination
shall be made (unless ordered by a court) by the Board of Directors of
Company, by a majority vote of quorum consisting of directors who were
not parties to such action, suit or proceeding.
3.2. In the event that a quorum of directors who were not
parties to such action, suit or proceeding is not available, or even if
available, if a quorum of disinterested directors so directs, such
determination shall be made by independent legal counsel in a written
opinion. The fees and expenses of counsel in connection with making
said determination contemplated hereunder shall be paid by Company.
3.3. If the person (including the Board of Directors,
independent legal counsel or a court) making the determination hereunder
shall determine that Indemnified Person is entitled to indemnification
as to some claims, issues or matters involved in the action, suit or
proceeding but not as to others, such person shall reasonably prorate
the expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to which indemnification is sought by
Indemnified Person among such claims, issues and matters.
4. Limitations on Indemnity No indemnity pursuant to Section 1
------------------------
hereof shall be paid by Company:
(a) In respect of remuneration paid to Indemnified Person
if it shall be determined by a final judgment or other
final adjudication that such remuneration was in
violation of law;
(b) On account of any suit in which judgment is rendered
against Indemnified Person for an accounting
-5-
<PAGE>
<PAGE>
of profits made from the purchase or sale by
Indemnified Person of securities of 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; or
(c) If Indemnified Person's conduct is finally adjudged to
have been knowingly fraudulent, deliberately
dishonest, or willful misconduct.
5. Continuation of Indemnity All agreements and obligations
-------------------------
of Company contained herein shall continue during the period Indemnified
Person is a director and/or officer of Company (or is or was serving at
the request of Company as a director and/or officer of another
corporation, partnership, joint venture, trust or other enterprise) and
shall continue thereafter so long as Indemnified Person shall be subject
to any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal or investigative, by reason of
the fact that Indemnified Person is or was a director and/or officer of
Company or serving in any other capacity referred to herein.
6. Notice to Company; Defense and Settlement of Claims
---------------------------------------------------
6.1. Indemnified Person shall promptly notify Company in
writing upon being served with any citation, petition, complaint,
indictment or other document relating to any proceeding which could give
rise to indemnification hereunder. The omission so to notify Company
shall not relieve Company from any liability which it may have to
Indemnified Person otherwise than under this Agreement.
6.2. With respect to any action, suit or proceeding as to
which Indemnified Person notifies Company of the commencement thereof:
(a) Company will be entitled to participate therein
at its own expense.
(b) Except as otherwise provided below, to the
extent that it may wish, Company jointly with
any other indemnifying party similarly notified
will be entitled to assume the defense
-6-
<PAGE>
<PAGE>
thereof, with counsel satisfactory to
Indemnified Person. After notice from Company
to Indemnified Person of its election so to
assume the defense thereof, Company will not be
liable to Indemnified Person under this
Agreement for any legal or other expenses
subsequently incurred by Indemnified Person in
connection with the defense thereof other than
as otherwise provided below. Indemnified Person
shall have the right to employ his or her own
counsel in such action, suit or proceeding, but
the fees and expenses of such counsel incurred
after notice from Company of its assumption of
the defense thereof shall be at the expense of
Indemnified Person unless (i) the employment of
counsel by Indemnified Person has been
authorized by Company; or (ii) Company shall not
in fact have employed counsel to assume the
defense of such action, in each of which cases
the fees and expenses of counsel shall be at the
expense of Company.
(c) Company shall not be liable to indemnify
Indemnified Person under this Agreement for any
amounts paid in settlement of any action or
claim effected without its written consent.
Company shall not settle any action or claim in
any manner which would impose any penalty or
limitation on Indemnified Person without
Indemnified Person's written consent. Neither
Company nor Indemnified Person will reasonably
withhold its consent to any proposed settlement.
7. Other Rights and Remedies The indemnification and advance
-------------------------
payment of expenses provided by any provision of this Agreement shall
not be deemed exclusive of any other rights to which Indemnified Person
may be entitled under any provision of the Articles of Incorporation or
By-Laws of Company, any agreement, any vote of stockholders or
disinterested directors, or otherwise.
-7-
<PAGE>
<PAGE>
8. Enforcement
-----------
8.1. Company expressly confirms that it has entered into
this Agreement and assumed the obligations imposed on Company hereby in
order to induce Indemnified Person to continue as a director and/or
officer of Company, and acknowledges that Indemnified Person is relying
upon this Agreement in continuing in such capacity.
8.2. In the event Indemnified Person is required to bring
any action to enforce rights or to collect monies due under this
Agreement and is successful in such action, Company shall reimburse
Indemnified Person for all of Indemnified Person's reasonable fees and
expenses in bringing and pursuing such action.
9. Notices
-------
9.1. All notices, requests, demands or other communications
hereunder shall be by United States mail, certified or registered,
return receipt requested, with postage prepaid, addressed to the
intended recipient as follows:
(a) If to Indemnified Person, to the address
indicated on the signature page hereof; or
(b) If to Company, to:
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: President
9.2. Either party may change its, his or her address for
notices hereunder by giving written notice to the other party in the
manner set forth above. Any notice, request, demand or other
communication hereunder shall be deemed given on the third business day
after it is deposited in the United States mail in the manner set forth
above.
10. Severability If any provision or provisions of this
------------
Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected
or impaired thereby, and to the fullest extent possible, the provisions
of this Agreement (including, without limitation,
-8-
<PAGE>
<PAGE>
all portions of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the
intent manifested by the provisions held invalid, illegal or
unenforceable.
11. Miscellaneous
-------------
11.1. The headings of the Sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.
11.2. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.
11.3. The parties hereto agree that this Agreement shall be
construed and enforced in accordance with, and governed by, the laws of
the state of Missouri.
11.4. This Agreement shall be binding upon Company and its
successors and assigns and shall inure to the benefit of Indemnified
Person and his or her spouse, heirs, executors and administrators.
11.5. In the event Company shall make any payment to or on
behalf of Indemnified Person under the terms of this Agreement, whether
in satisfaction of any judgment, payment in settlement, reimbursement of
expenses, or otherwise, Company shall succeed to, and have by way of
subrogation, all of the rights theretofore possessed by Indemnified
Person against any other person, firm or corporation for or on account
of the lawsuit, claim or matter in respect of which the payment was
made, including, without limitation, full subrogation to claim any right
Indemnified Person had or may have had against any insurance company
providing D & O Insurance to Company, its officers and directors.
-9-
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
ANGELICA CORPORATION
By:___________________________
Chairman of the Board
ATTEST
____________________________
Secretary
______________________________
"Indemnified Person"
-10-
<PAGE>
Exhibit 10.32
EMPLOYMENT AGREEMENT
--------------------
This Agreement made this 28th day of February, 1997 by and between
Angelica Image Apparel, a division of Angelica Corporation (hereinafter
called "Angelica") and Charles D. Molloy, Jr. (hereinafter called
"Employee").
For and in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. Angelica hereby employs Employee and Employee hereby accepts
such employment as Executive Vice President - Operations of Angelica
Image Apparel. Employee agrees to devote such of his time, attention
and energy to the business of Angelica as may be required to perform the
duties and responsibilities assigned to him to the best of his ability
and with reasonable diligence.
2. Employee's base salary will be $130,000 per annum, payable
in accordance with Angelica's current payroll practices. For the
current fiscal year, Employee will participate in Angelica Corporation's
Incentive Compensation Plan for Angelica Image Apparel and will be
assigned a targeted bonus of $35,000. Employee's fiscal year 1998 bonus
shall be the total annualized bonus (based on the targeted bonus
assigned at this time) multiplied times a fraction, the numerator of
which shall be the number of days he is employed by Angelica during
fiscal year 1998 and the denominator of which shall be 365. Such bonus
payment shall otherwise be subject to the terms and conditions of such
plan and will be paid at the time that other executives bonuses are
paid, approximately March 15, 1998. Bonus for Fiscal Year 1998 will be
guaranteed to equal, at a minimum, the pro rata portion of the targeted
bonus.
3. Angelica agrees to reimburse Employee for relocation
expenses in accordance with current Angelica policies, or as the parties
may otherwise mutually agree.
4. Management agrees to recommend to the Compensation and
Organization Committee of the Board of Directors that a grant be made to
Employee of an option for 10,000 shares of Angelica Corporation common
stock under the Angelica Corporation 1994 Performance Plan, such grant
to be made at the next grant date that options are granted to employees.
Such grant would be on the terms and conditions as grants made to
employees in comparable positions.
5. Employee is eligible to participate in the Angelica
Corporation Stock Bonus and Incentive Plan, based on current eligibility
requirements, and subject to the terms and conditions of the Plan.
<PAGE>
<PAGE>
6. In the event Angelica terminates Employee's employment
without Good Cause within the first year of employment, Angelica will
pay to Employee severance equal to one year of base salary. In the
event Angelica terminates Employee's employment without Good Cause
anytime after the first year of employment, severance shall be equal to
one year of then current base salary, plus one month of then current
base salary for each two (2) months of service in excess of the first
one year of employment, provided however, that such total severance due
shall not exceed two (2) years of base pay.
7. It is understood and agreed that Employee, pursuant to prior
service with Angelica from March 1, 1975, to December 31, 1991, has a
vested interest in the Angelica Corporation Pension Plan (the "Pension
Plan"), the Angelica Corporation Supplemental Plan (formerly known as
the Deferred Compensation Plan and referred to herein as the
"Supplemental Plan") and the Angelica Corporation Deferred Compensation
Option Plan (the "Deferred Compensation Plan").
Employee will immediately become eligible to participate in the
Pension Plan on the same basis as if Employee had been continuously
employed without any break in service, provided, however, that Employee
will not receive any credit or earn any benefit for any period of time
in which Employee was not an employee of Angelica.
Employee will immediately be entitled to participate in the
Supplemental Plan at an assigned formula amount of 33%. Employee's
retirement benefit due pursuant to the Supplemental Plan shall be
calculated pursuant to the terms of the Supplemental Plan, as if
Employee had been continuously employed by Angelica, provided however,
that Employee will not receive credit for any period of time in which
Employee was not an employee of Angelica.
Employee's participation in the Deferred Compensation Option Plan
will be immediately reinstated on the same basis as if Employee had been
continuously employed without any break in service, provided, however,
that Employee will not receive any credit or earn any benefit for any
period of time in which Employee was not an employee of Angelica.
It is understood and agreed that any benefit calculations provided
to Employee at the time of his termination of employment in 1991 are
hereby void and any benefits due Employee pursuant to the benefit plans
set out in this Section 7 shall be calculated in accordance with the
terms of such benefit plans at the time of calculation and the
provisions of this Section 7.
-2-
<PAGE>
<PAGE>
8. Employee will be entitled to enroll in the Angelica
Corporation Retirement Savings Plan (the "401-k Plan") at the next
Enrollment Date, as such term is defined in the 401-k Plan, following
employment with Angelica.
9. Employee represents that he is not subject to any form of
agreement which would restrict or prevent him from engaging in any
duties to be performed now or in the future by him for Angelica and that
Angelica has not required or requested that he disclose any trade
secrets of any company formerly employing him.
10. While employed hereunder Employee shall not become
interested, directly or indirectly, as a partner, officer, director,
stockholder, advisor, employee, or in any other form or capacity, in any
other business similar to Angelica's businesses or the businesses of
Angelica's affiliate companies. This requirement, however, will not
limit Employee's right to invest any of his surplus funds in the capital
stock or other securities of any corporation the stock or securities of
which are publicly owned or regularly traded on any public exchange.
11. For two years immediately following the Date of Termination,
or the termination of payment of salary in accordance with Section 6,
whichever later occurs, whether such termination is occasioned by
Employee, by Angelica or by mutual agreement, and regardless of whether
such termination is for Good Reason by Employee or without Good Cause by
Employer, Employee shall not, either for himself or on behalf of any
person, firm or corporation (whether for profit or otherwise) engage in
any form of competition with Angelica, directly or indirectly, through
any commercial venture, as employee, consultant, salesman, advisor,
shareholder (provided, however, nothing shall prevent Employee from
investing in the capital stock or other equity securities of any
corporation the stock or securities of which are publicly owned or are
regularly traded on any public exchange), venturer, partner, or
otherwise in the business of manufacturing, marketing, or selling career
apparel in the United States, Canada, England, or any other country in
which Angelica does business. Notwithstanding the above, if Employee is
terminated by Angelica without Good Cause or if the Employee terminates
his employment for Good Reason, and such termination is in connection
with a Triggering Transaction, then Employee will not be subject to the
restrictions of this Section 11.
During such two year period, Employee will neither lend nor
advance money, or extend credit to any competitor of Angelica or its
affiliated companies or directly or indirectly for Employee or on behalf
of any other person, firm or corporation, solicit or attempt to solicit
the business or patronage of any person, firm or
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<PAGE>
<PAGE>
corporation with whom Employee had business relations on Angelica's
behalf.
Employee also agrees that during this two year period, he
will not hire, engage, suggest or assist in or influence the engagement
or hiring by any competing organization of any salesperson, distributor,
contractor, or employee of Angelica nor will he encourage or induce in
any way any other employee, salesman, distributor, source or contractor
of Angelica to sever its relationship with, or commit any act inimical
to the best interest of Angelica.
Employee acknowledges that during his employment with
Angelica he may develop or be exposed to confidential information
concerning Angelica's inventions, processes, methods and confidential
affairs, property of a proprietary nature and trade secrets of Angelica
or its licensors or customers. Employee agrees that maintenance of the
proprietary character of such information and property to the full
extent feasible is important and that for so long as any such
confidential information and trade secrets may remain confidential,
secret or otherwise wholly or partially protectable either during or
after his employment, shall not use or divulge such information except
as permitted or required by the duties of employment with Angelica, nor
shall he remove any property of a proprietary nature from company
premises except as required by the duties of his employment.
Employee shall return to Angelica upon termination of his
employment, all models, drawings, photographs, writing, records, papers
and other properties produced by him or coming into his possession by or
through employment.
Both during and for two years after Employee's employment,
Employee shall not directly or indirectly or by aid to others, do
anything which would tend to divert from Angelica any trade or business
with any customer with whom he had any contact or association during the
one year immediately preceding termination of his employment.
This Agreement shall remain in force notwithstanding
subsequent changes in Employee's compensation, location of employment,
duties or authority or any changes in the identity of the corporation(s)
to which his compensation is charged, so long as said corporation(s) is
a subsidiary or affiliate of Angelica, and any such change or
modification so accomplished shall be deemed an integral part of this
Agreement.
Employee agrees that the period and areas of restriction
following the Date of Termination, as set forth above, are
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<PAGE>
<PAGE>
reasonably required for the protection of Angelica and its good will, as
well as for the continued protection of Angelica's employees. If a
court of competent jurisdiction determines that any part of this
Agreement, including, without limitation, such restrictions, is
unenforceable or invalid, such part as well as the remaining parts of
this Agreement shall nevertheless continue to be valid and enforceable
to the extent deemed valid and enforceable by such court.
Any action by Employee contrary to the restrictive covenants
contained herein may as a matter of course be restrained by process
issued out of any court of competent jurisdiction, in addition to any
other remedies provided by law. In the event of a breach of his
undertaking, and Angelica's obtaining injunctive relief, the period of
the restriction herein contained shall commence from the date of the
order which enjoins such activity.
12. Upon termination of his employment with Angelica, Employee
shall pay any personal debt, liability or obligation due Angelica, or
its affiliates.
13. It is hereby acknowledged that the employment relationship
described herein shall be governed by company policies as they are
established from time to time so long as such policies do not conflict
with the terms hereof.
14. The waiver by any party hereto of a breach of any of the
provisions of this Agreement by any other party shall not operate or be
construed as a waiver of any subsequent breach.
15. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Missouri.
16. This Agreement shall be binding on and inure to the benefit
of any successor of Angelica and any such successor shall be deemed
substituted for Angelica under the terms of this Agreement. Angelica
shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of Angelica to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that
Angelica would be required to perform it if no such succession had taken
place. Failure of Angelica to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement
and shall entitle Employee to terminate the Agreement at his option on
or after the Triggering Transaction Date for Good Reason. As used in
this Agreement, "Angelica" shall mean Angelica as hereinbefore defined
and any successor to its business and/or assets which
-5-
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<PAGE>
assumes and agrees to perform this Agreement by operation of law, or
otherwise.
17. If any one or more covenants, agreements or provisions
herein contained shall be held contrary to the policy of a specific law,
though not expressly prohibited, or against public policy, or shall for
any other reason whatsoever be held invalid, then such particular
covenant(s), agreement(s) or provisions(s) shall be null and void and
shall be deemed separable from the remaining covenants, agreements and
provisions, and shall in no way affect the validity of any of the other
provisions hereof. The parties hereto agree that in the event that
either the length of time or the geographic area set forth herein is
deemed too restrictive in any court proceeding, the court may reduce
such restrictions to those which it deems reasonable under the
circumstances.
18. This instrument contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes any prior
written or oral agreements or understandings with respect thereto.
19. For purposes of this Agreement, the following words and
phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning.
19.1 "Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group, or a Person [(as used within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")] of ownership of 30% or more of either (a) the then
outstanding shares of common stock of Angelica (the "Outstanding
Angelica Common Stock") or (b) the combined voting power of the then
outstanding voting securities of Angelica entitled to vote generally in
the election of directors (the "Outstanding Angelica Voting
Securities"); or
(ii) Individuals who, as the date hereof, constitute
the Board of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors, provided,
however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by Angelica's
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent Board, any such individual whose
initial assumption of office
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<PAGE>
<PAGE>
occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board of
Directors; or
(iii) Approval by the stockholders of Angelica of a
reorganization, merger or consolidation, in each case, unless, following
such reorganization, merger or consolidation, (a) more than 50% of,
respectively, the then outstanding shares of common stock of Angelica
resulting from such reorganization, merger or consolidation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Angelica Common Stock and Outstanding
Angelica Voting Securities immediately prior to such reorganization,
merger or consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Angelica Common Stock and Outstanding
Angelica Voting Securities, as the case may be, (b) no Person
beneficially owns, directly or indirectly, 30% or more of, respectively,
the then outstanding shares of common stock of the corporation resulting
from such reorganization, merger or consolidation or the combined voting
power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors and (c) at least
a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation were members
of the Incumber Board at the time of the execution of the initial
agreement providing for such reorganization, merger or consolidation; or
(iv) Approval by the stockholders of Angelica of (a)
a complete liquidation or dissolution of Angelica or (b) the sale or
other disposition of all or substantially all of the assets of Angelica,
other than to a corporation, with respect to which following such sale
or other disposition, (1) more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Angelica Common Stock and Outstanding
Angelica Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
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<PAGE>
<PAGE>
Angelica Common Stock and Outstanding Angelica Voting Securities,
as the case may be, (2) no Person beneficially owns, directly or
indirectly, 30% or more of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (3) at least
a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board of Directors
providing for such sale or other disposition of assets of Angelica.
19.2 "Date of Termination" means: (i) if the Employee's
employment is terminated by Angelica for Good Cause, or by Employee for
Good Reason, the Date of Termination shall be the date of receipt of the
Notice of Termination or any later date specified therein, as the case
may be, (ii) if the Employee's employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of death
of the Employee or the Disability Effective Date, as the case may be, or
(iii) if the Executive's employment is terminated by Angelica other than
for Good Cause, death or Disability, the Date of Termination shall be
the date of receipt of the Notice of Termination; provided that if
within thirty (30) days after any Notice of Termination is given, the
party receiving such Notice of Termination notifies the other party that
a dispute exists concerning the termination, the Date of Termination
shall be the date on which the dispute is finally determined, either by
mutual written agreement of the parties, or by a final judgment, order
or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).
19.3 "Disability" means the Employee has been unable to
perform the services required of the Employee hereunder on a full-time
basis for a period of one hundred eighty (180) consecutive business days
by reason of a physical and/or mental condition. Disability shall be
deemed to exist when certified by a physician selected by Angelica and
acceptable to Employee of the Employee's legal representative (such
agreement as to acceptability not to be withheld unreasonably). The
Employee will submit to such medical or psychiatric examinations and
tests as such physician deems necessary to make any such disability
determination.
19.4 "Disability Effective Date" means the thirtieth (30th)
day after receipt of written notice by Employee from Angelica of
Angelica's intent to terminate the Employee's employment as a result of
Angelica's good faith determination that
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<PAGE>
the Disability (as defined in Section 19.3 above) of the Employee has
occurred during the Employment Period.
19.5 "Disposition of a Major Part" means:
(i) when used with reference to the stock of the
Operating Line of Business that is or becomes a separate corporation,
limited liability corporation, partnership or other business entity, the
sale, exchange, transfer, distribution or other disposition of the
ownership, either beneficially or of record or both, by Angelica of more
than 50% of either (a) the then outstanding shares of common stock of
the Operating Line of Business, or (b) the combined voting power of the
then outstanding voting securities of the Operating Line of Business
entitled to vote generally in the election of the Board of Directors or
the equivalent governing body of the Operating Line of Business;
(ii) when used with reference to the merger or
consolidation of the Operating Line of Business that is or becomes a
separate corporations, limited liability corporation, partnership or
other business entity, any such transaction that results in Angelica
owning, either beneficially or of record or both, less than 50% of
either (a) the then outstanding shares of common stock of the Operating
Line of Business, or (b) the combined voting power of the then
outstanding voting securities of the Operating Line of Business entitled
to vote generally in the election of the Board of Directors or the
equivalent governing body of the Operating Line of Business; or
(iii) when used with reference to the assets of the
Operating Line of Business, the sale, exchange, transfer, liquidation,
distribution or other disposition of assets of the Operating Line of
Business (a) having a fair market value (as determined by the Incumbent
Board) aggregating more than 50% of the aggregate fair market value of
all of the assets of the Operating Line of Business as of the Triggering
Transaction Date, (b) accounting for more than 50% of the aggregate book
value (net of depreciation and amortization) of all of the assets of the
Operating Line of Business, as would be shown on a balance sheet for the
Operating Line of Business, prepared in accordance with generally
accepted accounting principles then in effect, as of the Triggering
Transaction Date, or (c) accounting for more than 50% of the net income
of the Operating Line of Business, as would be shown on an income
statement, prepared in accordance with generally accepted accounting
principles then in effect, for the 12 months ending on the last day of
the month immediately preceding the month in which the Triggering
Transaction Date occurs.
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<PAGE>
<PAGE>
For purposes of this Section 19.5, the term "Operating Line of
Business" shall mean the uniform and business apparel manufacturing and
marketing, which manufactures and sells uniforms and business apparel to
a wide variety of institutions and businesses in the United States,
Canada and the United Kingdom.
19.6 "Effective Date" means the date of this Agreement.
19.7 "Employment Period" means the period beginning on the
Effective Date and ending on the later of (i) a date two years after the
Effective Date ("Ending Date") or (ii) the same date as the Ending Date
of any succeeding fiscal year during which notice is given by either
party of such party's intent not to renew this Agreement.
19.8 "Good Cause" when used in connection with the
termination by Angelica of Employee's employment with Angelica, shall
refer to termination for the following reasons: (i) the Employee's
willful and continued failure to substantially perform his duties with
Angelica (other than as a result of incapacity due to physical or mental
condition), after a written demand for substantial performance is
delivered to Employee by Angelica, which specifically identifies the
manner in which Employee has not substantially performed his duties;
(ii) Employee's commission of an act constituting a criminal offense
involving moral turpitude, dishonesty or breach of trust; or (iii)
Employee's material breach of any provision of this Agreement. For
purposes of this Agreement, no act, or failure to act on the Employee's
part, shall be considered "willful" unless done, or omitted to be done,
without good faith and without reasonable belief that the act or
omission was in the best interest of Angelica. Notwithstanding the
foregoing, Employee shall not be deemed to have been terminated for Good
Cause unless and until (i) he receives a Notice of Termination from
Angelica, (ii) he is given the opportunity, with counsel, to be heard
before the Board, and (iii) the Board finds, in its good faith opinion,
Employee was guilty of the conduct set forth in the Notice of
Termination.
19.9 "Good Reason", when used in connection with the
termination of Employee's employment by Employee shall to termination
because of the following reasons:
19.9(a) the assignment to the Employee of any
duties inconsistent in any respect with the Employee's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by this Agreement
or any other action by Angelica which results in a material diminution
in such position, authority, duties or responsibilities, excluding for
this purpose any action not taken
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<PAGE>
<PAGE>
in bad faith and which is remedied by Angelica promptly after receipt of
notice thereof given by Employee;
19.9(b) (i) the failure by Angelica to continue
in effect any benefit or compensation plan, stock ownership plan, life
insurance plan, health and accident plan or disability plan to which
Employee is entitled, (ii) the taking of any action by Angelica which
would adversely affect Employee's participation in, or materially reduce
Employee's benefits under, any plans in which he is then currently
participating, or (iii) the failure by Angelica to provide Employee
with paid vacation to which Employee is entitled.
19.9(c) a material breach by Employer of any
provision of this Agreement;
19.9(d) any purported termination by Angelica of
Employee's employment otherwise than as expressly permitted by this
Agreement; or
19.9(e) within a period ending at the close of
business on the date two (2) years after the Triggering Transaction Date
of any Change in Control, if Angelica has failed to comply with and
satisfy Section 16 on or after such Triggering Transaction Date.
19.10 "Triggering Transaction" means (i) a Change in Control
of Angelica or (ii) a Disposition of a Major Part of the Operating Line
of Business.
19.11 "Triggering Transaction Date" shall mean the date of
the Triggering Transaction.
20. In the event (a) a Triggering Transaction occurs during the
Employment Period and within two years after the Triggering Transaction
(i) Angelica shall terminate Employee's employment without cause, or
(ii) Employee shall terminate employment with Angelica for Good Reason,
or, alternatively, (b) if one of the above-described terminations of
- --
employment occurs within the six-month period prior to the earlier of
(i) a Triggering Transaction or (ii) the execution of a definitive
agreement or contract that eventually results in a Triggering
Transaction, then the Employee shall become entitled to the payment of
the benefits as provided below as of either (y) the Date of Termination,
in the case where the sequence of the requisite events is as set forth
in subsection (a) above or (z) the Triggering Transaction Date, in the
case where the sequence of the requisite events occurred as set forth in
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<PAGE>
subsection 9b) above (the relevant date for purposes of entitlement to
the benefits as set forth in this Section 20 is hereinafter referred to
as the "Entitlement Date"), then, in such event and to the extent not
otherwise provided for under the terms of Angelica's stock option plans
or the Employee's stock option agreements, all stock options held by
Employee that have not expired in accordance with their respective terms
shall vest and become fully exercisable as of the Entitlement Date.
ANGELICA IMAGE APPAREL
("Angelica")
By: /s/ L. J. Young
---------------------------
L. J. YOUNG, President
Date: 3-1-97
-------------------------
CHARLES D. MOLLOY, JR.
("Employee")
By: /s/ Charles D. Molloy, Jr.
---------------------------
CHARLES D. MOLLOY, JR.
Date: 3/3/97
-------------------------
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<PAGE>
EXHIBIT 10.33
SEVENTEENTH AMENDMENT
TO
ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
WHEREAS, Angelica Corporation, a corporation duly organized and
existing under the laws of the State of Missouri (hereinafter the
"Company"), established and continues to maintain the Angelica
Corporation Retirement Savings Plan (hereinafter the "Plan"); and
WHEREAS, the Company desires to amend the Plan effective as of
January 1, 1999;
NOW, THEREFORE, the Plan is hereby amended, effective January 1,
1999, in the following respect:
Paragraph D. of Section 6.1 is deleted in its entirety and the
following is substituted in lieu thereof:
"D. Directed Purchase of Life Insurance. Prior to November 1,
-----------------------------------
1989, every Participant had the right, exercisable by him in his sole
discretion, to direct that a portion of his Salary Deferral Account be
applied to purchase insurance insuring his life or the life or lives of
his spouse and children under age 23. Effective November 1, 1989,
Participants no longer had the right to purchase life insurance under
the Plan. All policies existing under the Plan as of that date were
retained in the Plan until distributable or until a Participant directed
that his respective policy or policies be cancelled or placed on a paid
up basis, and the premiums were paid from amounts credited to the
Participant's Salary Deferral Account.
Effective January 1, 1999, no life insurance policies existing
under the Plan as of that date may be retained in the Plan. Each
Participant who has insurance under the Plan shall elect either to: (1)
cancel his respective policy or policies; or (2) direct that his
respective policy or policies be distributed to him. If a Participant
elects to cancel his insurance policy or policies, the cash value of his
respective policy or policies shall be credited to his Account."
IN WITNESS WHEREOF, the Company has executed this Seventeenth
Amendment and affixed its corporate seal hereto by its duly authorized
officer on this 17th day of December, 1998.
ANGELICA CORPORATION
By /s/ Don W. Hubble
-------------------------------------
[SEAL] Chairman of the Board,
President and Chief Executive Officer
WITNESSED BY:
/s/ Jill Witter
- --------------------------------
Secretary
<PAGE>
EXHIBIT 10.34
ANGELICA CORPORATION
EMPLOYMENT AGREEMENT
--------------------
This agreement ("Agreement") has been entered into this 1st day of
March, 1999, by and between Angelica Corporation, a Missouri corporation
("Angelica"), and Steven L. Frey, an individual ("Employee").
WHEREAS, Angelica wishes to employ Employee as Vice President,
General Counsel and Secretary of Angelica and Employee wishes to accept
employment as such, in accordance with the terms and conditions set
forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.
(a) "ANNUAL BASE SALARY" means the base salary
set forth in Section 2.3 of this Agreement, as
it shall be increased from time to time in the
discretion of the Board or the Compensation and
Organization Committee of the Board.
(b) "BOARD" means the Board of Directors of
Angelica.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual,
entity or group, or a Person (within
the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) of
ownership of 20% or more of either
(a) the then outstanding shares of
common stock of Angelica (the
"Outstanding Angelica Common Stock")
or (b) the combined voting power of
the then outstanding voting
securities of Angelica entitled to
vote generally in the election of
directors (the "Outstanding Angelica
Voting Securities"); or
(ii) Individuals who, as of the date
hereof, constitute the Board (the
"Incumbent Board") cease for any
reason to constitute at least a
majority of the Board; provided,
---------
however, that any individual
-------
becoming a director subsequent to
the date hereof whose election, or
nomination for election by
Angelica's stockholders, was
approved by a vote of at least a
majority of the directors then
comprising the Incumbent Board shall
be considered as though such
individual were a member of the
Incumbent Board, but excluding, as a
member of the Incumbent Board, any
such individual whose initial
assumption of office occurs as a
result of either an actual or
threatened election contest (as such
terms are used in Rule l4a-11 of
Regulation l4A promulgated under the
Exchange Act) or other actual or
threatened solicitation of proxies
or consents by or on behalf of a
Person other than the Board; or
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(iii) Approval by the stockholders of
Angelica of a reorganization, merger
or consolidation, in each case,
unless, following such
reorganization, merger or
consolidation, (a) more than 50% of,
respectively, the then outstanding
shares of common stock of the
corporation resulting from such
reorganization, merger or
consolidation and the combined
voting power of the then outstanding
voting securities of such
corporation entitled to vote
generally in the election of
directors is then beneficially
owned, directly or indirectly, by
all or substantially all of the
individuals and entities who were
the beneficial owners, respectively,
of the Outstanding Angelica Common
Stock and Outstanding Angelica
Voting Securities immediately prior
to such reorganization, merger or
consolidation in substantially the
same proportions as their ownership,
immediately prior to such
reorganization, merger or
consolidation, of the Outstanding
Angelica Common Stock and
Outstanding Angelica Voting
Securities, as the case may be,
(b) no Person beneficially owns,
directly or indirectly, 20% or more
of, respectively, the then
outstanding shares of common stock
of the corporation resulting from
such reorganization, merger or
consolidation or the combined voting
power of the then outstanding voting
securities of such corporation,
entitled to vote generally in the
election of directors and (c) at
least a majority of the members of
the board of directors of the
corporation resulting from such
reorganization, merger or
consolidation were members of the
Incumbent Board at the time of the
execution of the initial agreement
providing for such reorganization,
merger or consolidation; or
<PAGE>
(iv) Approval by the stockholders of
Angelica of (a) a complete
liquidation or dissolution of
Angelica or (b) the sale or other
disposition of all or substantially
all of the assets of Angelica, other
than to a corporation, with respect
to which following such sale or
other disposition, (1) more than 50%
of, respectively, the then
outstanding shares of common stock
of such corporation and the combined
voting power of the then outstanding
voting securities of such
corporation entitled to vote
generally in the election of
directors is then beneficially
owned, directly or indirectly, by
all or substantially all of the
individuals and entities who were
the beneficial owners, respectively,
of the Outstanding Angelica Common
Stock and Outstanding Angelica
Voting Securities immediately prior
to such sale or other disposition in
substantially the same proportion as
their ownership, immediately prior
to such sale or other disposition,
of the Outstanding Angelica Common
Stock and Outstanding Angelica
Voting Securities, as the case may
be, (2) no Person beneficially owns,
directly or indirectly, 20% or more
of, respectively, the then
outstanding shares of common stock
of such corporation and the combined
voting power of the then outstanding
voting securities of such
corporation entitled to vote
generally in the election of
directors and (3) at least a
majority of the members of the board
of directors of such corporation
were members of the Incumbent Board
at the time of the execution of the
initial agreement or action of the
Board providing for such sale or
other disposition of assets of
Angelica.
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<PAGE>
(d) "DATE OF TERMINATION" means: (i) if
Employee's employment is terminated by Angelica
for Good Cause or by Employee for Good Reason or
otherwise, the Date of Termination shall be the
date of receipt of the Notice of Termination or
any later date specified therein, as the case
may be, (ii) if Employee's employment is
terminated by reason of death or Disability, the
Date of Termination shall be the date of death
of Employee or the Disability Effective Date, as
the case may be, or (iii) if Employee's
employment is terminated by Angelica for other
than Good Cause, death or Disability, the Date
of Termination shall be the date of receipt of
the Notice of Termination; provided that if
within 30 days after any Notice of Termination
is given, the party receiving such Notice of
Termination notifies the other party that a
dispute exists concerning the termination, the
Date of Termination shall be the date on which
the dispute is finally settled, resolved or
adjudicated, either by mutual written agreement
of the parties, or by a final judgment, order or
decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no
appeal having been perfected).
(e) "DISABILITY" means Employee has been
unable to perform the services required of
Employee hereunder on a full-time basis for a
period of 180 consecutive business days by
reason of a physical and/or mental condition.
Disability shall be deemed to exist when
certified by a physician selected by Angelica,
and acceptable to Employee or Employee's legal
representative (such agreement as to
acceptability not to be withheld unreasonably).
Employee will submit to such medical or
psychiatric examinations and tests as such
physician deems necessary to make any Disability
determination.
(f) "DISABILITY EFFECTIVE DATE" means the 30th
day after receipt of a Notice of Termination by
Employee from Angelica of Angelica's intent to
terminate Employee's employment as a result of
Angelica's good faith determination that a
Disability of Employee has occurred and is
continuing.
(g) "DISPOSITION OF A MAJOR PART" means:
(i) when used with reference to the
stock or other equity interests of
an Operating Line of Business that
is or becomes a separate
corporation, limited liability
company, partnership or other
business entity, the sale, exchange,
transfer, distribution or other
disposition of the ownership, either
beneficially or of record or both,
by Angelica of more than 50% of
either (a) the then outstanding
shares of common stock (or the
equivalent equity interests) of such
Operating Line of Business, or (b)
the combined voting power of the
then outstanding voting securities
of such Operating Line of Business
entitled to vote generally in the
election of the Board or the
equivalent governing body of the
Operating Line of Business;
(ii) when used with reference to the
merger or consolidation of an
Operating Line of Business that is
or becomes a separate corporation,
limited liability company,
partnership or other business
entity, any such transaction that
results in Angelica owning, either
beneficially or of record or both,
less that 50% of either (a) the then
outstanding shares of common stock
(or the equivalent equity interests)
of such Operating Line of Business,
or (b) the
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<PAGE>
combined voting power of the then
outstanding voting securities of
such Operating Line of Business
entitled to vote generally in the
election of the Board or the
equivalent governing body of the
Operating Line of Business; or
(iii) when used with reference to the
assets of an Operating Line of
Business, the sale, exchange,
transfer, liquidation, distribution
or other disposition of assets of
such Operating Line of Business (a)
having a fair market value (as
determined by the Incumbent Board)
aggregating more than 50% of the
aggregate fair market value of all
of the assets of such Operating Line
of Business as of the Triggering
Transaction Date, (b) accounting for
more than 50% of the aggregate book
value (net of depreciation and
amortization) of all of the assets
of such Operating Line of Business,
as would be shown on a balance sheet
for such Operating Line of Business,
prepared in accordance with
generally accepted accounting
principles then in effect, as of the
Triggering Transaction Date; or (c)
accounting for more than 50% of the
net income of such Operating Line of
Business, as would be shown on an
income statement, prepared in
accordance with generally accepted
accounting principles then in
effect, for the 12 months ending on
the last day of the month
immediately preceding the month in
which the Triggering Transaction
Date occurs.
(h) "EFFECTIVE DATE" means the date of this
Agreement.
(i) "EMPLOYMENT PERIOD" means the period
beginning on the Effective Date and ending on
the later of (i) the date that is two years
after the Effective Date (the "Ending Date"), or
(ii) the same date as the Ending Date of any
succeeding calendar year during which notice is
given by either party (as described in Section
2.2 of this Agreement) of such party's intent
not to renew this Agreement.
(j) "GOOD CAUSE" means the termination of
Employee's employment with Angelica based upon
(i) Employee's willful and continued failure to
substantially perform his duties with Angelica
(other than as a result of incapacity due to
physical or mental condition), after a written
demand for substantial performance is delivered
to Employee by Angelica, which specifically
identifies the manner in which Employee has not
substantially performed his duties; (ii)
Employee's commission of an act constituting a
criminal offense involving moral turpitude,
dishonesty or breach of trust; or (iii)
Employee's material breach of any provision of
this Agreement.
(k) "GOOD REASON" means, when used in
connection with the termination of Employee's
employment with Angelica by Employee, a
termination based upon the following reasons:
(i) the assignment to Employee of any
duties inconsistent in any respect
with Employee's position (including
status, offices, titles and
reporting requirements), authority,
duties and responsibilities as
contemplated by this Agreement or
any other action by Angelica which
results in a material diminution in
such position, authority, duties or
responsibilities, excluding for
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<PAGE>
this purpose any action not taken in
bad faith which is remedied by
Angelica promptly after receipt of
notice by Angelica thereof given by
Employee;
(ii) (A) the failure by Angelica to
continue in effect any benefit or
compensation plan, stock ownership
plan, life insurance plan, health
and accident plan or disability plan
to which Employee is entitled,
provided that Angelica may amend,
modify or replace such plans as long
as the Employee is entitled to
benefits under the amended, modified
or replaced plan or plans that are
substantially similar to those of
the plan or plans so amended,
modified or replaced; (B) the taking
of any action by Angelica which
would adversely affect Employee's
participation in, or materially
reduce Employee's benefits under,
any plans in which Employee is then
currently participating; or (C) the
failure of Angelica to provide
Employee with paid vacation to which
Employee is entitled;
(iii) a material breach by Angelica of any
provision of this Agreement;
(iv) a purported termination by Angelica
of Employee's employment otherwise
than specifically permitted by this
Agreement; or
(v) the failure of a successor of
Angelica expressly to assume and
agree to perform this Agreement
pursuant to the provisions of
Section 5.4 of this Agreement prior
to a Triggering Transaction;
provided, however, that a
-----------------
termination of employment by
Employee: (A) subsequent to an
express assumption and agreement to
perform this Agreement by such
successor on or after a Triggering
Transaction Date or (B) subsequent
to a date that is two years after a
Triggering Transaction Date, shall
not be deemed to be for "Good
Reason" under this subsection.
(l) "NOTICE OF TERMINATION" means a written
notice which (i) indicates the specific
termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth
in reasonable detail the facts and circumstances
claimed to provide a basis for termination of
Employee's employment under the provision so
indicated, and (iii) if the Date of Termination
is other than the date of receipt of such
Notice, specifies the Date of Termination (which
date shall not be more than 15 days after the
giving of such Notice). The failure by
Employee or Angelica to set forth in the Notice
of Termination any fact or circumstance which
contributes to a showing of Good Cause or Good
Reason shall not waive any right of Employee or
Angelica hereunder or preclude Employee or
Angelica from asserting such fact or
circumstance in enforcing Employee's or
Angelica's rights hereunder.
(m) "OPERATING LINES OF BUSINESS" means the
following lines of business of Angelica, whether
operated as a division or as a separate
subsidiary: (i) textile rental and laundry
services, which provides textiles and laundry
services, principally to health care
institutions, and, to a more limited extent, to
hotels, motels and restaurants in or near major
metropolitan areas of the United States; (ii)
uniform and business apparel manufacturing and
marketing, which manufactures and sells uniforms
and business
-5-
<PAGE>
<PAGE>
apparel to a wide variety of institutions and
businesses in the United States and Canada; and
(iii) retail specialty stores, which operates a
nationwide chain of specialty retail stores
primarily for a clientele of nurses and other
health care professionals.
(n) "TERM" means the period that begins on the
Effective Date and ends on the earlier of: (i)
the Date of Termination, or (ii) the close of
business on the later of Ending Date or the same
date as the Ending Date in any renewal term.
(o) "TRIGGERING TRANSACTION" means (i) a
Change in Control of Angelica, or (ii) a
Disposition of a Major Part of two or more of
Angelica's Operating Lines of Business.
(p) "TRIGGERING TRANSACTION DATE" shall mean
the date that the Triggering Transaction occurs.
SECTION 2: TERMS AND CONDITIONS OF EMPLOYMENT.
2.1 PERIOD OF EMPLOYMENT. Employee shall remain in the
employ of Angelica throughout the Term of this Agreement in accordance
with the terms and provisions of this Agreement. This Agreement will
automatically renew for annual one-year periods unless either party
gives the other written notice, by January 31, 2001 or January 31 of any
succeeding year, of such party's intent not to renew this Agreement.
This Agreement shall remain in full force and effect notwithstanding
subsequent changes in Employee's compensation, location of employment,
duties or authority or any changes in the identity of the corporation to
which Employee's compensation is charged, provided that said corporation
is a subsidiary or affiliate of Angelica and provided further that
certain of such changes in connection with a Triggering Transaction may
constitute Good Reason for purposes of this Agreement.
2.2 POSITIONS AND DUTIES. Angelica hereby employs
Employee and Employee hereby accepts such employment as Vice President,
General Counsel and Secretary, subject to the reasonable directions of
the Chief Executive Officer and the Board. Employee shall have such
authority and shall perform such duties as are specified in the Bylaws
of Angelica for the office and position to which he has been appointed
hereunder and shall so serve, subject to the control exercised by the
Chief Executive Officer and the Board from time to time. Employee
agrees to devote such of his time, attention and energy to the business
of Angelica as may be required to perform the duties and
responsibilities assigned to him to the best of his ability and with
reasonable diligence.
2.3 COMPENSATION. Employee's initial base salary will be
$120,000 per annum, payable in accordance with Angelica's current
payroll practices. For fiscal year 2000, Employee will participate in
Angelica's Incentive Compensation Plan. In addition to the Annual Base
Salary, Employee shall be awarded the opportunity to earn an incentive
bonus on an annual basis ("Incentive Bonus") under any incentive
compensation plan which is generally available to other similarly
situated executives of Angelica. The Incentive Bonus during the first
year of the Term shall range from 0 to 40% of Employee's Annual Base
Salary. The Incentive Bonus during the second year of the Term shall
range from 0 to 60% of Employee's Annual Base Salary. The Incentive
Bonus which Employee will have an opportunity to earn shall be reviewed
at least annually and may be adjusted at the discretion of the Chief
Executive Officer and the Board, dependent upon Employee's performance
and in accordance with Angelica's policy. For fiscal year 2000, the
Incentive Bonus for Employee shall be not less than $20,000.
-6-
<PAGE>
<PAGE>
2.4 STOCK OPTIONS. Management of Angelica agrees to
recommend to the Compensation and Organization Committee of the Board
that a grant be made to Employee of an option for 10,000 shares of
Angelica common stock under Angelica's 1994 Performance Plan, such
grant to be effective March 1, 1999 on terms and conditions similar to
grants made to employees in comparable positions.
2.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN.
Employee is eligible to participate in Angelica's Stock Bonus and
Incentive Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
2.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee
will be entitled to enroll in Angelica's Retirement Savings Plan (the
"401(k) Plan") at the next enrollment date (as set forth in the 401(k)
Plan) following the Effective Date.
2.7 PARTICIPATION IN PENSION PLAN. Employee will
immediately be entitled to participate in Angelica's "defined benefit"
Pension Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
2.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee will
immediately be entitled to participate in Angelica's Supplemental Plan
at an assigned formula of 30%.
SECTION 3: CERTAIN BENEFITS UPON TERMINATION.
3.1 TERMINATION WITHOUT GOOD CAUSE IN FIRST TWO YEARS NOT
IN CONNECTION WITH TRIGGERING TRANSACTION. If, prior to a Triggering
Transaction during the first two years of the Employment Period (except
in the event that one of the following terminations of employment occurs
within the six-month period prior to the earlier of (a) a Triggering
Transaction or (b) the execution of a definitive agreement or contract
that eventually results in a Triggering Transaction, which shall result
in the payment of severance benefits set forth in Section 3.2 of this
Agreement) Angelica shall terminate Employee's employment with Angelica
without Good Cause, then in addition to the accrued salary and other
payments owed to Employee under Angelica's other severance plans and
policies, Angelica shall pay to Employee a severance payment equal to
the following:
(a) If the termination occurs within the first year of the
Employment Period of this Agreement, Angelica shall pay to
Employee Employee's then-current Annual Base Salary for the
balance of the initial Employment Period as would have been
paid to Employee had Employee remained in Angelica's employ
throughout such period;
(b) If the termination occurs within the second year of
the Employment Period of this Agreement, Angelica shall pay
to Employee Employee's then-current Annual Base Salary for a
period of 12 months after the Date of Termination.
3.2 BENEFITS UPON TERMINATION IN CONNECTION WITH A
TRIGGERING TRANSACTION. If (a) a Triggering Transaction occurs during
the Employment Period and within two years after the Triggering
Transaction Date (i) Angelica shall terminate Employee's employment with
Angelica without Good Cause, or (ii) Employee shall terminate employment
with Angelica for Good Reason, or, alternatively, (b) if one of the
--
above-described terminations of employment occurs within the six-month
period prior to the
-7-
<PAGE>
<PAGE>
earlier of (i) a Triggering Transaction or (ii) the execution of a
definitive agreement or contract that eventually results in a Triggering
Transaction, then, in addition to any accrued salary and other payments
owed to Employee under Angelica's other severance plans and policies,
Angelica shall pay to Employee an amount equal to 2.99 times Employee's
then-current Annual Base Salary, in a lump-sum payment, after either (y)
the Date of Termination, in the case where the sequence of the requisite
events is as set forth in subsection (a) above or (z) the Triggering
Transaction Date, in the case where the sequence of the requisite events
occurred as set forth in subsection (b) above (the relevant date for
purposes of entitlement to the benefits set forth in this Section 3.2 is
hereinafter referred to as the "Entitlement Date"). In addition, at the
Entitlement Date, to the extent not otherwise provided for under the
terms of Angelica's stock option plans or Employee's stock option
agreements, all stock options held by Employee that have not expired in
accordance with their respective terms shall vest and become fully
exercisable.
SECTION 4: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
4.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the
Date of Termination, regardless of whether such termination is by the
action of Employee or Angelica or by mutual agreement, Employee shall
not, either for himself or on behalf of any person, firm or corporation
(whether for profit or otherwise) engage in any form of competition with
Angelica, directly or indirectly, through any commercial venture, as a
partner, officer, director, stockholder, advisor, employee, consultant,
agent, salesman, venturer or otherwise, in the business of any Operating
Line of Business in the United States, Canada or any other country in
which Angelica does business. This requirement, however, will not limit
Employee's right to invest in the capital stock or other equity
securities of any corporation, the stock or securities of which are
publicly owned or are regularly traded on any public securities
exchange. In addition, notwithstanding this Section 4.1, if Employee is
terminated by Angelica without Good Cause or if Employee terminates his
employment with Angelica for Good Reason, and the termination is in
connection with a Triggering Transaction, then Employee will not be
subject to the restrictions of this Section 4.1.
4.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Angelica, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and
trade secrets of Angelica or its licensors or customers. Employee
agrees that the maintenance of the proprietary character of such
information and property to the full extent feasible is important and
that for so long as any such confidential information and trade secrets
may remain confidential, secret or otherwise wholly or partially
protectable, either during or after Employee's Employment Period, shall
not use or divulge such confidential information or property except as
permitted or required by the duties of Employee's employment with
Angelica. Employee shall not remove any property of a proprietary
nature from Angelica's premises except as required by the duties of
Employee's employment. Employee shall return to Angelica upon
termination of his employment with Angelica, all models, drawings,
photographs, writing, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Angelica.
4.3 NON-DIVERSION. During the Employment Period and for
one year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others, do anything which could be expected to
divert from Angelica any trade or business with any customer of Angelica
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
-8-
<PAGE>
<PAGE>
4.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that
the period and areas of restriction following the Date of Termination,
as set forth in this Section 4, are reasonably required for the
protection of Angelica and its business, as well as the continued
protection of Angelica's employees. If any one or more of the covenants,
agreements or provisions contained herein shall be held to be contrary
to the policy of a specific law, though not expressly prohibited, or
against public policy, or shall for any other reason whatsoever be held
invalid, then such particular covenant, agreement or provision shall be
null and void and shall be deemed separable from the remaining
covenants, agreements and provisions, and shall in no way affect the
validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the
length of time or the geographic area set forth herein is deemed too
restrictive in any court proceeding, the court may reduce such
restrictions to those which it deems reasonable under the circumstances.
4.5 EQUITABLE RELIEF. Any action by Employee contrary to
the restrictive covenants contained in this Section 4 may as a matter of
course be restrained by equitable or injunctive process issued out of
any court of competent jurisdiction, in addition to any other remedies
provided in law. In the event of the breach of Employee's covenants as
set forth in this Section 4 and Angelica's obtaining of injunctive
relief, the period of restrictions set forth herein shall commence from
the date of the issuance of the order which enjoins such activity.
SECTION 5: MISCELLANEOUS.
5.1 NOTICE. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses as set forth
below; provided that all notices to Angelica shall be directed to the
attention of the Chief Executive Officer, or to such other address as
one party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective
only upon receipt.
Notice to Employee
------------------
Steven L. Frey
12250 Sunny Terrace
Des Peres, Missouri 63122
Notice to Angelica
------------------
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
5.2 WAIVER. Employee's or Angelica's failure to insist
upon strict compliance with any provision of this Agreement or the
failure to assert any right Employee or Angelica may have hereunder
shall not be deemed to be a waiver of such provision or right or any
other provision or right of this
-9-
<PAGE>
<PAGE>
Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.
5.3 APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri,
without reference to its conflict of law principles.
5.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Angelica and any such successor
shall be deemed to be substituted for Angelica under the terms of this
Agreement. Angelica shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Angelica to assume
expressly and agree to perform the provisions of this Agreement as if no
such succession had taken place. As used in this Agreement, "Angelica"
shall mean Angelica as hereinbefore defined or any successor to
Angelica's business and/or assets which assumes and agrees to perform
this Agreement.
5.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings,
discussions or negotiations with respect thereto.
IN WITNESS WHEREOF, Employee and Angelica, pursuant to the
authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above
written.
/s/ Steven L. Frey
---------------------------------
Steven L. Frey
ANGELICA CORPORATION
By /s/ Don W. Hubble
-------------------------------
Name: Don W. Hubble
----------------------------
Title: Chairman, President & CEO
---------------------------
-10-
<PAGE>
<TABLE>
FINANCIAL SUMMARY - 6 YEARS
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 30, January 31, January 25, January 27, January 28, January 29,
(Dollars in thousands, except per share amounts) 1999 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Combined sales and textile service revenues $491,645 $526,524 $489,219 $487,014 $472,832 $427,128
Gross profit 132,405 126,132 125,283 127,474 126,823 116,199
Operating expenses and other, net,
excluding interest expense 108,337 111,872 102,757 102,370 97,663 90,695
Restructuring and other charges -- 14,684 <Fa> -- 14,145 <Fb> -- --
Interest expense 9,726 10,702 9,588 9,104 7,906 7,444
Income before income taxes 14,342 (11,126) 12,938 1,855 21,254 18,060
Provision (benefit) for income taxes 5,450 (4,228) 4,916 714 8,183 6,909
Net income (loss) $ 8,892 $ (6,898) $ 8,022 $ 1,141 $ 13,071 $ 11,151
- ----------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Diluted earnings (loss) $ .99 $ (.75)<Fa> $ .88 $ .13 <Fb> $ 1.44 $ 1.23
Cash dividends paid .96 .96 .96 0.95 .94 .93
Common shareholders' equity $ 19.12 $ 18.97 $ 20.73 $ 20.73 $ 21.57 $ 21.13
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS AND PERCENTAGES
Current ratio (current assets to current
liabilities) 3.2 to 1 2.6 to 1 3.3 to 1 5.0 to 1 3.2 to 1 4.0 to 1
Long-term debt to long-term debt and equity 35.4% 35.7% 34.0% 34.6% 26.2% 27.3%
Gross profit margin 26.9% 24.0% 25.6% 26.2% 26.8% 27.2%
Pretax profit margin 2.9% (2.1)% 2.6% 0.4% 4.5% 4.2%
Effective tax rate 38.0% 38.0% 38.0% 38.5% 38.5% 38.3%
Net income (loss) margin 1.8% (1.3)% 1.6% 0.2% 2.8% 2.6%
Return on average shareholders' equity 5.2% (4.1)% 4.2% 0.4% 6.7% 5.8%
Return on average total assets 2.5% (1.8)% 2.2% 0.3% 3.8% 3.4%
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $136,071 $141,999 $163,015 $181,043 $150,734 $157,188
Additions to property and equipment, net 8,654 21,338 23,603 8,760 11,466 8,770
Depreciation expense 13,916 13,733 13,415 13,797 13,297 12,872
Cash flow from operating activities 60,472 26,049 17,445 27,059 27,598 21,059
Long-term debt, less current maturities 90,910 96,742 97,417 100,103 69,683 72,255
Total assets $339,090 $378,709 $374,104 $353,227 $353,548 $332,861
Average number of shares of
Common Stock outstanding 9,014,070 9,153,358 9,156,861 9,139,961 9,107,262 9,089,365
Approximate number of associates 8,600 9,400 10,100 9,700 9,800 9,500
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
<Fa> Portion of $23,247 restructuring and other charges taken in third
quarter of fiscal 1998. Effect on net income per share is a reduction of
$1.57.
<Fb> Restructuring charge taken in fourth quarter of fiscal 1996.
Effect on net income per share is a reduction of $.95.
This information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report.
</TABLE>
PAGE 18 Angelica Corporation
<PAGE>
<PAGE>
FINANCIAL REVIEW
ANGELICA CORPORATION AND SUBSIDIARIES
FINANCIAL CONDITION
At the end of fiscal 1999, the financial condition of the Company was
excellent. Working capital of $136.1 million and a current ratio of 3.2
to 1 were both very strong. Examining the components of working capital,
current assets decreased $32.0 million in the year, with the largest
change being a decrease of $15.5 million in inventories. Receivables
were down $12.2 million in the year, and receivable days outstanding
decreased to 55 versus 61 at the end of last year. Current liabilities
decreased $26.1 million as a result of the repayment of all short-term
debt during the year.
Cash flow generated by operations was extremely strong in fiscal
1999, increasing to a record $60.5 million from $26.0 million in the
prior year, largely as a result of working capital reductions. Cash used
in investing activities of $8.9 million was $19.9 million lower than the
prior year. Capital expenditures were down $12.7 million, largely due
to the completion of three new textile services plants in fiscal 1998.
Acquisition expenditures of $2.3 million decreased by $21.3 million from
the prior year. Cash flow used in financing activities was $47.6
million, including $27.1 million for repayment of short-term debt, $8.8
million for repurchase of stock and $8.7 million of dividends paid.
No material change in the Company's future aggregate cash
requirements is foreseen at the present time. In addition, it is
Management's opinion that the Company's financial condition is such that
internal and external resources are sufficient to satisfy the Company's
future requirements for capital expenditures, dividends and working
capital.
YEAR 2000 COMPLIANCE
The Company is working to resolve the effect that the Year 2000 (Y2K)
issue has on its business and information systems. This process began in
1996 with a comprehensive impact analysis to determine the scope,
requirements and cost of this effort. All significant systems requiring
modification or replacement have been identified. Currently, the process
is in various stages of completion on different systems. All in-house
developed software has been modified, tested, and is currently in
production and compliant. Third-party software, including packages, is
being made Y2K compliant using a combination of internal resources and
outside contractors and vendors. Compliancy letters have been received
from all software vendors stating that they are, or will be, Y2K
compliant. The Company has engaged in a fairly aggressive process to
gain commitments from major suppliers to ensure that their systems are
Y2K compliant. Statements have been received from 100 percent of major
suppliers and from 50 percent of all suppliers. The Company is also in
the midst of addressing its Y2K issues which may not be information
technology based, including contingencies to address unforeseen
problems.
The Company is currently working on an integrated systems testing
plan that will be conducted in the first quarter of 1999, which includes
simulating a January, 2000 date for the purpose of integrated testing of
all systems in a production environment.
While the Company currently believes it will complete its Y2K
effort by September, 1999, failure to do so, or the failure of the
Company's major suppliers, vendors, governmental entities and other
third parties with which the Company has business dealings to modify or
replace their systems, could affect the Company's operations in
unforeseen ways and, thus, have a material adverse effect on the
Company's future financial condition and operating results. The most
reasonably likely worst-case scenario of failure, by the Company or its
suppliers, to resolve the Y2K issue, would be a temporary slowdown of
operations at one or more of the Company's facilities. The Company is
currently reviewing contingency options, including manual alternatives
to systems operation, which would minimize the risks of any such
unresolved Y2K problem.
The cost of the Y2K effort is estimated at $2.6 million, of which
approximately $2.3 million had been expended as of January 30, 1999. The
Y2K costs are expensed as incurred, and amounts associated with newly-
purchased software are capitalized. These costs are being funded through
operating cash flows.
FORWARD-LOOKING STATEMENTS DISCLOSURE
The Private Securities Litigation Reform Act of 1995 provides a "safe-
harbor" for forward-looking statements. This report contains forward-
looking statements that reflect the Company's current views with respect
to future events, financial resources and Y2K issues. These forward-
looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results
or those anticipated. Actual future results and trends may differ
materially from historical results or those anticipated depending on a
variety of factors, including, but not limited to, competitive and
general economic conditions, the achievement of operating efficiencies
and optimizing costs without deterioration in customer service and the
timely resolution of the Y2K issue by the Company, its customers and
suppliers.
1999 Annual Report PAGE 19
<PAGE>
<PAGE>
ANALYSIS OF FISCAL 1999 OPERATIONS COMPARED TO 1998
In fiscal 1999, combined sales and textile service revenues of $491.6
million were $34.9 million or 6.6 percent lower than last year. Part of
the decrease was due to fiscal 1999 having 52 weeks, whereas fiscal 1998
had 53 weeks. In the Textile Services segment, revenues decreased $29.4
million or 10.3 percent, with the decline largely due to the divestiture
of the Las Vegas casino laundry business in the prior year. Sales of the
Manufacturing and Marketing segment, before deduction for intersegment
sales, were $9.3 million or 5.2 percent lower than the prior year. Most
of this decrease was due to the sale of the Marlin/Prestige unit of the
U.S. operations in the second quarter of fiscal 1999 and the one less
week this year. Both the United Kingdom (sold after year end) and
Canadian operations had lower sales. Life Retail sales rose $.9 million
or 1.1 percent due to acquisitions and the opening of new stores, offset
in part by a 0.5 percent decline in same-store sales.
The gross profit percent to combined sales and textile service
revenues in fiscal 1999 was 26.9 percent, up from 25.6 percent in the
prior year, excluding the effect of the restructuring in that year.
Gross margins in the Textile Services segment were up due to
improvements in plant operating efficiency and to lower workers'
compensation costs. In the Manufacturing and Marketing segment, gross
margins were up reflecting lower costs gained through increased foreign
sourcing. In the Life Retail Store segment, gross margins were down in
fiscal 1999 versus the prior year due principally to aggressive pricing
actions taken against discount competitors.
Selling, general and administrative expenses decreased 3.0 percent
in fiscal 1999, but as a percentage of combined sales and textile
service revenues they increased from 20.7 percent in the prior year to
21.5 percent in the current year. Interest expense of $9.7 million in
fiscal 1999 decreased from $10.7 million in the prior year due to
elimination of short-term debt during the year. The effective tax rate
of 38.0 percent in fiscal 1999 was unchanged from the prior year.
ANALYSIS OF FISCAL 1998 OPERATIONS COMPARED TO 1997
Combined sales and textile service revenues in fiscal 1998 were $526.5
million, an increase of $37.3 million or 7.6 percent over the prior
year. Part of the increase was due to fiscal 1998 having 53 weeks,
whereas fiscal 1997 had 52 weeks. Excluding acquisitions, the increase
would have been 4.0 percent. In the Textile Services segment, revenues
increased $25.6 million or 9.8 percent as a result of the California co-
op laundry acquisition early in fiscal 1998 plus modest price increases
received on new and renewal contracts during the year. Manufacturing and
Marketing segment sales, before deduction for intersegment sales, were
$4.1 million or 2.3 percent higher than the prior year, with most of the
increase resulting from the 53rd week in fiscal 1998. Sales of Life
Retail Stores increased 8.7 percent or $6.8 million due largely to
acquisitions, a 2.3 percent increase in same-store sales and the 53rd
week in fiscal 1998.
Excluding the effect of the restructuring and other charges, the
gross profit percent to combined sales and textile service revenues was
unchanged at 25.6 percent. Gross margins in the Textile Services segment
increased due to the price increases received plus more efficient plant
operations during the year. In the Life Retail Stores segment, gross
margins were approximately the same as the prior year. Gross margins in
the Manufacturing and Marketing segment were down in fiscal 1998 versus
the prior year due principally to a six-month strike suffered at two
manufacturing plants.
Selling, general and administrative expenses increased $8.9
million or 8.9 percent in fiscal 1998 compared with fiscal 1997.
However, the percent of those expenses to combined sales and textile
service revenues increased only slightly, with much of that increase
related to consulting fees incurred during the year. Interest expense of
$10.7 million in fiscal 1998 increased from $9.6 million in the prior
year due to higher short-term debt levels. The effective tax rate of
38.0 percent in fiscal 1998 was unchanged from the prior year.
COMMON STOCK DATA
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol AGL. The quarterly market price ranges of the Common
Stock and dividends per share paid during fiscal 1999 and fiscal 1998
were as follows:
<TABLE>
<CAPTION>
Fiscal 1999 Fiscal 1998
------------------------------------ --------------------------------
High Low Dividend High Low Dividend
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First Quarter $24 1/2 $20 3/4 $.24 $19 7/8 $15 3/4 $.24
Second Quarter 23 20 1/2 .24 19 9/16 15 3/4 .24
Third Quarter 22 7/8 14 1/8 .24 21 17 1/2 .24
Fourth Quarter 19 3/8 15 .24 23 5/8 19 .24
=================================================================================================
</TABLE>
PAGE 20 Angelica Corporation
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 30, January 31, January 25,
(Dollars in thousands, except per share amounts) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Textile service revenues $257,451 $286,886 $261,349
Net sales 234,194 239,638 227,870
- ---------------------------------------------------------------------------------------------
Combined sales and textile service revenues 491,645 526,524 489,219
- ---------------------------------------------------------------------------------------------
Cost of textile services (Note 7) 205,798 234,797 215,809
Cost of goods sold (Note 7) 153,442 165,595 148,127
- ---------------------------------------------------------------------------------------------
359,240 400,392 363,936
- ---------------------------------------------------------------------------------------------
Gross profit 132,405 126,132 125,283
Selling, general and administrative expenses 105,785 109,114 100,216
Restructuring charge (Note 7) -- 14,684 --
- ---------------------------------------------------------------------------------------------
Income from operations 26,620 2,334 25,067
Interest expense (9,726) (10,702) (9,588)
Other expense, net (2,552) (2,758) (2,541)
- ---------------------------------------------------------------------------------------------
Income (loss) before income taxes 14,342 (11,126) 12,938
Provision (benefit) for income taxes 5,450 (4,228) 4,916
- ---------------------------------------------------------------------------------------------
Net income (loss) $ 8,892 $ (6,898) $ 8,022
=============================================================================================
Basic and diluted earnings (loss) per share $ .99 $ (.75) $ .88
=============================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
1999 Annual Report PAGE 21
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
January 30, January 31,
(Dollars in thousands) 1999 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 6,876 $ 2,833
Receivables, less reserves of $2,623 and $2,510 57,240 69,465
Inventories 88,630 104,091
Linens in service 39,030 42,622
Prepaid expenses 4,310 4,634
Income taxes 1,303 5,766
- ---------------------------------------------------------------------------------------------
Total Current Assets 197,389 229,411
- ---------------------------------------------------------------------------------------------
Property and Equipment:
Land 5,669 6,428
Buildings and leasehold improvements 73,564 74,789
Machinery and equipment 132,761 137,100
Capitalized leased property 1,514 1,514
- ---------------------------------------------------------------------------------------------
213,508 219,831
Less -- reserve for depreciation 111,877 111,638
- ---------------------------------------------------------------------------------------------
101,631 108,193
- ---------------------------------------------------------------------------------------------
Other:
Goodwill 7,096 7,533
Other acquired assets 7,011 9,082
Cash surrender value of life insurance 18,640 16,485
Miscellaneous 7,323 8,005
- ---------------------------------------------------------------------------------------------
40,070 41,105
- ---------------------------------------------------------------------------------------------
Total Assets $339,090 $378,709
=============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt $ -- $ 27,100
Current maturities of long-term debt 5,841 3,287
Accounts payable 24,635 21,980
Accrued wages and other compensation 8,680 9,284
Other accrued liabilities 22,162 25,761
- ---------------------------------------------------------------------------------------------
Total Current Liabilities 61,318 87,412
- ---------------------------------------------------------------------------------------------
Long-Term Debt, less current maturities 90,910 96,742
- ---------------------------------------------------------------------------------------------
Other:
Deferred compensation and other payments 14,054 15,027
Deferred income taxes 7,005 5,420
- ---------------------------------------------------------------------------------------------
21,059 20,447
- ---------------------------------------------------------------------------------------------
Shareholders' Equity:
Common Stock, $1 par value, authorized 20,000,000 shares,
issued: 9,471,538 shares 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 170,111 170,098
Accumulated other comprehensive income (2,285) (2,162)
Common Stock in treasury, at cost: 800,830 and 293,482 shares (15,691) (7,496)
- ---------------------------------------------------------------------------------------------
165,803 174,108
- ---------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $339,090 $378,709
=============================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
PAGE 22 Angelica Corporation
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 30, January 31, January 25,
(Dollars in thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK ($1 PAR VALUE)
Balance beginning of year $ 9,472 $ 9,472 $ 9,472
- ---------------------------------------------------------------------------------------------
Balance end of year $ 9,472 $ 9,472 $ 9,472
- ---------------------------------------------------------------------------------------------
CAPITAL SURPLUS
Balance beginning of year $ 4,196 $ 4,196 $ 4,196
- ---------------------------------------------------------------------------------------------
Balance end of year $ 4,196 $ 4,196 $ 4,196
- ---------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance beginning of year $170,098 $186,438 $187,328
Net income (loss) 8,892 (6,898) 8,022
Cash dividends (8,715) (8,785) (8,780)
Exercise of stock options/stock awards (164) (657) (132)
- ---------------------------------------------------------------------------------------------
Balance end of year $170,111 $170,098 $186,438
- ---------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance beginning of year $ (2,162) $ (1,763) $ (2,439)
Translation adjustment (123) (399) 676
- ---------------------------------------------------------------------------------------------
Balance end of year $ (2,285) $ (2,162) $ (1,763)
- ---------------------------------------------------------------------------------------------
COMMON STOCK IN TREASURY, AT COST
Balance beginning of year $ (7,496) $ (9,102) $ (9,027)
Treasury stock purchased (8,781) -- (671)
Exercise of stock options/stock awards 712 1,682 631
Other changes during year (126) (76) (35)
- ---------------------------------------------------------------------------------------------
Balance end of year $(15,691) $ (7,496) $ (9,102)
- ---------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY, END OF YEAR $165,803 $174,108 $189,241
=============================================================================================
COMPREHENSIVE INCOME
Net income (loss) $ 8,892 $ (6,898) $ 8,022
Change in cumulative translation adjustment (123) (399) 676
- ---------------------------------------------------------------------------------------------
$ 8,769 $ (7,297) $ 8,698
=============================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
1999 Annual Report PAGE 23
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOW
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 30, January 31, January 25,
(Dollars in thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 8,892 $ (6,898) $ 8,022
Non-cash items included in net income (loss):
Depreciation 13,916 13,733 13,415
Amortization of acquisition costs 3,400 3,589 3,460
Restructuring and other charges -- 23,247 --
Change in working capital components, net of
businesses acquired:
Receivables, net 12,339 (2,772) 629
Inventories and linens in service 19,491 6,905 (11,326)
Prepaid expenses 348 (426) (468)
Accounts payable 2,655 267 4,305
Compensation and other accruals (4,203) (2,888) 3,035
Income taxes 4,463 (7,186) 1,103
Cash surrender value of life insurance (2,155) (2,030) (1,860)
Other, net 1,326 508 (2,870)
- ---------------------------------------------------------------------------------------------
Net cash flow provided by operating activities 60,472 26,049 17,445
- ---------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment, net (8,654) (21,338) (23,603)
Cost of businesses acquired (2,280) (23,624) (7,160)
Disposition of property 2,080 16,236 --
- ---------------------------------------------------------------------------------------------
Net cash flow used in investing activities (8,854) (28,726) (30,763)
- ---------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of short-term debt -- 11,700 15,400
Debt assumed in acquisition -- 3,026 --
Long-term and short-term debt repayments (30,378) (3,103) (2,678)
Repurchase of stock (8,781) -- (671)
Dividends paid (8,715) (8,785) (8,780)
Other, net 299 550 1,140
- ---------------------------------------------------------------------------------------------
Net cash flow (used in) provided by financial
activities (47,575) 3,388 4,411
- ---------------------------------------------------------------------------------------------
Net increase (decrease) in cash and short-term
investments 4,043 711 (8,907)
Cash and short-term investments at beginning of year 2,833 2,122 11,029
- ---------------------------------------------------------------------------------------------
Cash and short-term investments at end of year $ 6,876 $ 2,833 $ 2,122
=============================================================================================
Supplemental cash flow information:
Income taxes paid (refunded) $ (583) $ 1,272 $ 2,826
Interest paid $ 9,831 $ 10,515 $ 9,627
=============================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
PAGE 24 Angelica Corporation
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ANGELICA CORPORATION AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company provides textile rental and laundry services principally to
health care institutions and to a limited extent to hotels, motels and
restaurants, in or near major metropolitan areas in the United States.
The Company is a manufacturer and marketer of uniforms and business
career apparel for a wide variety of institutions and businesses in the
United States, Canada and until March 1, 1999, in the United Kingdom.
The Company operates a nationwide chain of specialty retail stores
primarily for nurses and other health care professionals.
PRINCIPLES OF CONSOLIDATION
All subsidiaries are wholly-owned and are included in the consolidated
financial statements. All significant intercompany accounts and
transactions have been eliminated.
Textile service revenues are recognized at the time the service is
provided to the customer. Net sales are recognized at the time the
merchandise is shipped to or picked up by the customer.
Certain amounts in prior years have been reclassified to conform
to current year presentation.
Fiscal years 1999 and 1997 included 52 weeks; fiscal year 1998
included 53 weeks.
USE OF ESTIMATES
These financial statements have been prepared on the accrual basis of
accounting, which required the use of certain estimates by Management in
determining the Company's assets, liabilities, revenue and expenses.
Actual results may vary from these estimates.
FOREIGN CURRENCY TRANSLATION
The Company accounts for foreign currency translation in accordance with
Statement of Financial Accounting Standards (SFAS) No. 52. The
cumulative effect of this method is reflected as a separate component of
shareholders' equity.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out basis)
or market. Cost includes material, labor and factory overhead, as
applicable.
Inventories were comprised of the following:
(Dollars in thousands) 1999 1998
- ---------------------------------------------------------------------
Raw materials $20,358 $ 25,577
Work in process 5,995 6,811
Finished goods 62,277 71,703
- ---------------------------------------------------------------------
$88,630 $104,091
=====================================================================
LINENS IN SERVICE
Linens in service are stated at depreciated cost, not in excess
of market.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Renewals and betterments are
capitalized.
Property and equipment are depreciated over their expected useful
lives (buildings - 15 to 40 years; machinery and equipment - three to 10
years). Depreciation is computed principally on the straight-line
method. Leasehold improvements are amortized using the straight-line
method over their useful lives or lease terms, as appropriate.
GOODWILL AND OTHER ACQUIRED ASSETS
Goodwill, the excess of cost over net assets of businesses acquired, is
being amortized on the straight-line basis over periods not exceeding 40
years. Other acquired assets, including customer contracts and
noncompetition agreements, are being amortized on the straight-line
basis generally over periods of three to seven years.
INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
which utilizes the liability method. Under this method, deferred taxes
are determined based on the estimated future tax effects of differences
between the financial statement and tax bases of assets and liabilities
given the provisions of the enacted tax laws.
EARNINGS PER SHARE
The Company has adopted SFAS No. 128 for all periods. Basic earnings per
share is computed by dividing net income by the weighted average number
of shares of Common Stock outstanding during the year. Diluted earnings
per share is computed by dividing the net income applicable to Common
shareholders by the weighted average number of Common and Common
equivalent shares outstanding.
The following table reconciles weighted average shares outstanding
to amounts used to calculate basic and diluted earnings per share for
fiscal years 1999, 1998 and 1997:
<TABLE>
<CAPTION>
(Dollars and shares in thousands,
except per share amounts) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average shares outstanding 9,006 9,151 9,143
Effect of dilutive securities -
option shares 8 2 14
- ---------------------------------------------------------------------------------------------
Average shares outstanding,
adjusted for dilutive effects 9,014 9,153 9,157
=============================================================================================
Net income (loss) $8,892 $(6,898) $8,022
Basic earnings (loss) per share .99 (.75) .88
Diluted earnings (loss) per share .99 (.75) .88
- ---------------------------------------------------------------------------------------------
</TABLE>
1999 Annual Report PAGE 25
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of the Consolidated Statements of Cash Flows, the Company
considers short-term, highly liquid investments (securities with an
original maturity date of less than three months) as cash equivalents.
LONG-LIVED ASSETS
In accordance with SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of, the Company
periodically assesses the carrying value of its long-lived assets and
recognizes impairment losses if it is determined the carrying values are
not recoverable.
2. RETIREMENT BENEFITS
The Company has a non-contributory defined benefit pension plan covering
primarily all domestic salaried and hourly administrative nonunion
personnel. The benefit formula is based on years of service and
compensation during employment. The funding policy of the pension plan
is in accordance with the requirements of the Employee Retirement Income
Security Act of 1974. The funded status of the plan, the net pension
liability at January 1, 1999 and January 1, 1998, and the net pension
expense for 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
January 1, January 1,
(Dollars in thousands) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $17,862 $16,732
Service cost 635 706
Interest cost 1,213 1,179
Actuarial loss 1,002 214
Benefits paid (1,081) (969)
- ------------------------------------------------------------------------------
Benefit obligation at end of year 19,631 17,862
- ------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at
beginning of year 18,787 16,844
Actual return on plan assets 3,437 2,728
Employer contributions 107 184
Benefits paid (1,081) (969)
- ------------------------------------------------------------------------------
Fair value of plan assets at end of year 21,250 18,787
- ------------------------------------------------------------------------------
Net pension liability:
Funded status 1,619 925
Unrecognized actuarial gain (5,210) (4,220)
Unrecognized prior service cost 190 210
Unrecognized initial obligation 916 1,050
- ------------------------------------------------------------------------------
Net pension liability at end of year $(2,485) $(2,035)
==============================================================================
<CAPTION>
(Dollars in thousands) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Pension expense:
Service cost $ 635 $ 706
Interest cost 1,213 1,179
Expected return on plan assets (1,356) (1,266)
Amortization of prior service cost 20 20
Recognized actuarial loss 113 134
- ------------------------------------------------------------------------------
Net pension expense $ 625 $ 773
==============================================================================
<CAPTION>
1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Actuarial assumptions used in determining
projected benefit obligation:
Discount rate 6.40% 7.00%
Expected return on plan assets 8.50% 8.50%
Rate of compensation increase 5.00% 6.00%
- ------------------------------------------------------------------------------
</TABLE>
The Company's 401(k) retirement savings plan provides retirement
benefits to eligible domestic employees in addition to those provided by
the defined benefit pension plan. The plan permits participants to
voluntarily defer up to 12 percent of their compensation, subject to
Internal Revenue Code limitations. The Company also contributes a
percentage of the employee's salary to the account of each eligible
employee. The Company's policy is to fully fund this plan. The cost for
this plan was $490,000, $516,000, and $484,000, for the fiscal years
ended January 30, 1999, January 31, 1998, and January 25, 1997,
respectively.
The Company does not provide retirees with post-retirement
benefits other than pensions.
3. SHORT-TERM AND LONG-TERM DEBT
The following table summarizes information with respect to short-term
debt for 1999 and 1998:
<TABLE>
<CAPTION>
(Dollars in thousands) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Average amount of short-term debt
during the year $12,780 $29,792
Weighted average interest rate:
During the year 5.83% 5.80%
At year end -- 5.88%
- ------------------------------------------------------------------------------
</TABLE>
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
(Dollars in thousands) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
10.2% notes to insurance company,
due annually to 2004 $35,375 $ 37,375
9.15% notes to insurance companies,
due 2001 25,000 25,000
8.225% notes to insurance companies,
due 2006 30,000 30,000
6.84% note to bank, due quarterly to 1999 2,703 2,845
76% of prime rate industrial development
revenue bond, due quarterly to 2000 788 1,238
Other long-term debt including obligations
under capital leases 2,885 3,571
- ------------------------------------------------------------------------------
96,751 100,029
Less - current maturities 5,841 3,287
- ------------------------------------------------------------------------------
$90,910 $ 96,742
==============================================================================
</TABLE>
PAGE 26 Angelica Corporation
<PAGE>
<PAGE>
The most restrictive of the Company's loan agreements require that
the Company maintain a minimum of $160,000,000 in consolidated net
worth, as defined. As of January 30, 1999, the balance was $165,803,000.
Aggregate maturities of long-term debt for each of the four years
subsequent to January 29, 2000, are $3,014,000, $27,677,000, $6,662,000
and $14,247,000, respectively.
Based on borrowing rates currently available for debt instruments
with similar terms and average maturities, the fair market value of the
Company's long-term debt, as of January 30,1999 and January 31, 1998 was
approximately $106,330,000 and $112,350,000, respectively.
4. INCOME TAXES
The provision (benefit) for income taxes consisted of the following:
<TABLE>
<CAPTION>
(Dollars in thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 4,966 $(2,940) $2,168
State 1,383 (490) 551
Foreign 481 487 240
Deferred (1,380) (1,285) 1,957
- ---------------------------------------------------------------------------------------------
$ 5,450 $(4,228) $4,916
=============================================================================================
</TABLE>
Reconciliation between the statutory income tax rate and effective tax
rate is summarized below:
<TABLE>
<CAPTION>
1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory rate 35.0% 35.0% 35.0%
State tax, net of Federal benefit 3.1 3.4 3.2
Other, net (.1) (.4) (.2)
- ---------------------------------------------------------------------------------------------
38.0% 38.0% 38.0%
=============================================================================================
</TABLE>
The tax effect of significant temporary differences representing
deferred tax assets and liabilities were as follows:
<TABLE>
<CAPTION>
January 30, January 31,
(Dollars in thousands) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Deferred compensation $ 4,945 $ 4,948
Insurance reserves not yet deductible 3,806 3,789
Customer contracts 2,626 3,377
Other 6,913 4,580
- ------------------------------------------------------------------------------
18,290 16,694
- ------------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation (10,682) (11,698)
Linen amortization (10,795) (9,682)
Other (1,519) (1,400)
- ------------------------------------------------------------------------------
(22,996) (22,780)
- ------------------------------------------------------------------------------
Net deferred tax liabilities $ (4,706) $ (6,086)
==============================================================================
</TABLE>
Temporary differences related to investments in foreign
subsidiaries essentially permanent in nature and not expected to reverse
in the foreseeable future were approximately $5,892,000. The
unrecognized deferred tax liability related to these temporary
differences was $295,000.
5. PREFERRED STOCK
The Company has two classes of authorized Preferred Stock: Class A,
Series 1, $1 stated value per share, authorized in the amount of 100,000
shares; and Class B, authorized in the amount of 2,500,000 shares. At
January 30, 1999 no shares of Class A or Class B were outstanding.
6. SHAREHOLDER RIGHTS PLAN
The Company has a Shareholder Rights Plan, under which a Right is
attached to each share of the Company's Common Stock. The Rights may
only become exercisable under certain circumstances involving actual or
potential acquisitions of the Company's Common Stock by a person or
group of affiliated or associated persons. Depending upon the
circumstances, if the Rights become exercisable, the holders thereof may
be entitled to purchase units of the Company's Class B Series 2 Junior
Participating Preferred Stock, shares of the Company's Common Stock or
shares of common stock of the surviving or acquiring company. The Rights
will remain in existence until September 7, 2008, unless they are
earlier exercised, redeemed or exchanged.
7. RESTRUCTURING CHARGES
During the third quarter of fiscal 1998, the Company recorded
restructuring and other charges of $23,247,000 ($14,413,000 after tax or
$1.57 per share). These charges consisted of inventory write-downs of
$1,063,000 included in cost of textile services and $7,500,000 included
in cost of goods sold and of other charges totaling $14,684,000 included
in restructuring charge. The restructuring charge related primarily to
the consolidation, closing and sale of Textile Services and
Manufacturing and Marketing plants. These costs included write-downs to
the carrying values of plants closed and other assets, and the accrual
of severance costs associated with the related elimination of personnel.
As of January 30, 1999, the reserve had been substantially utilized.
8. STOCK-BASED COMPENSATION PLANS
The Company has various stock option and stock bonus plans that provide
for the granting to certain employees and directors of incentive stock
options, non-qualified stock options, restricted stock and performance
awards. Options and awards have been granted at the fair market value at
the date of grant, although certain plans allow for options to be
granted at an option price below fair market value. Options are
exercisable not less than six months nor more than 10 years after the
date of grant.
The Company applies APB Opinion No. 25, Accounting for Stock
Issued to Employees, in accounting for its plans.
1999 Annual Report PAGE 27
<PAGE>
<PAGE>
Accordingly, no compensation expense has been recognized for its stock-
based compensation plans other than for restricted stock and
performance-based awards.
A summary of the status of the Company's stock option plans for
fiscal years 1999, 1998 and 1997 and changes during the years then ended
is presented in the table below:
<TABLE>
<CAPTION>
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted Average Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 697,525 $25.36 672,175 $26.91 488,125 $30.45
Granted 152,100 20.47 123,000 21.35 221,250 19.82
Exercised (12,600) 19.00 -- -- -- --
Lapsed/canceled (162,850) 27.28 (97,650) 31.00 (37,200) 31.05
- -----------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of year 674,175 $23.91 697,525 $25.36 672,175 $26.91
===================================================================================================================================
Options exercisable at year end 330,878 $27.06 346,760 $29.41 324,255 $31.85
===================================================================================================================================
Options available for future grant 322,143 420,447 452,627
===================================================================================================================================
Weighted average fair value for options
granted during the year $4.54 $4.40 $5.00
===================================================================================================================================
</TABLE>
The fair value of each option granted is estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions used for grants in fiscal 1999, 1998 and 1997, respectively:
risk-free interest rates of 5.5%, 6.0% and 6.4%; expected dividend
yields of 3.8%, 3.7% and 3.5%; volatilities of 21.5%, 19.3% and 18.5%;
and expected lives of 7 to 10 years in all periods. The range of
exercise prices for the 674,175 options outstanding at year-end was
$17.66 to $37.50, and the weighted-average remaining contractual life
was 5.8 years.
Had compensation expense for the Company's 1999, 1998 and 1997
grants for stock-based compensation plans been determined consistent
with SFAS No. 123, Accounting for Stock-Based Compensation, the
Company's net income and earnings per share would approximate the pro
forma amounts below (in thousands except per share data):
<TABLE>
<CAPTION>
1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income (loss) -
As reported $8,892 $(6,898) $8,022
Pro forma 8,426 (7,257) 7,746
Earnings (loss) per share -
As reported $ .99 $ (.75) $ .88
Pro forma .93 (.79) .85
- ---------------------------------------------------------------------------------------------
</TABLE>
SFAS No. 123 does not apply to awards prior to 1996, nor are the
effects of its application in this disclosure indicative of the pro
forma effect on net income in future years.
9. COMMITMENTS AND CONTINGENCIES
Future minimum payments by year and in the aggregate under operating
leases with initial or remaining terms of one year or more, consisted of
the following at January 30, 1999:
Minimum
(Dollars in thousands) Payments
- ---------------------------------------------------------------
2000 $ 7,775
2001 6,428
2002 5,170
2003 4,158
2004 3,225
Later years 6,981
- ---------------------------------------------------------------
Total minimum lease payments $33,737
===============================================================
Rental expense for all operating leases consisted of:
<TABLE>
<CAPTION>
(Dollars in thousands) 1999 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Minimum rentals $15,991 $16,835 $16,528
Contingent rentals 370 373 374
- ---------------------------------------------------------------------------------------------
$16,361 $17,208 $16,902
=============================================================================================
</TABLE>
The Company is a party to various claims and legal proceedings
which arose in the ordinary course of its business. Although the
ultimate disposition of these proceedings is not presently determinable,
Management does not believe that an adverse determination in any or all
of such proceedings will have a material adverse effect upon the
financial condition or operating results of the Company.
PAGE 28 Angelica Corporation
<PAGE>
<PAGE>
10. BUSINESS SEGMENT INFORMATION
The Company operates principally in three industry segments: Textile
Services, Manufacturing and Marketing, and Retail Sales. These segments,
including products and principal markets, are described elsewhere in
this report.
<TABLE>
<CAPTION>
(Dollars in thousands) 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales and textile service revenues
Textile services $257,451 $286,886 $261,349 $254,893 $244,496
Manufacturing and marketing 171,378 180,711 176,638 180,845 178,584
Retail sales 85,632 84,733 77,860 71,803 68,876
Intersegment sales (22,816) (25,806) (26,628) (20,527) (19,124)
- ---------------------------------------------------------------------------------------------------------------------------
$491,645 $526,524 $489,219 $487,014 $472,832
===========================================================================================================================
Earnings
Textile services (Note 7) $ 20,864 $ 18,273 $ 13,306 $ 17,069 $ 20,153
Manufacturing and marketing (Note 7) 3,287 (6,525) 6,015 5,728 7,003
Retail sales 5,466 8,305 7,663 6,706 6,270
Restructuring charge (Note 7) -- (14,684) -- (14,145) --
Interest, corporate expenses and other, net (15,478) (16,395) (14,044) (13,367) (12,447)
Eliminations 203 (100) (2) (136) 275
- ---------------------------------------------------------------------------------------------------------------------------
$ 14,342 $(11,126) $ 12,938 $ 1,855 $ 21,254
===========================================================================================================================
Assets (as of year end)
Textile services $164,803 $182,430 $182,738 $164,390 $165,499
Manufacturing and marketing 121,087 150,265 149,501 146,340 153,192
Retail sales 31,590 29,422 28,543 26,182 26,120
Corporate 21,610 16,592 13,322 16,315 8,737
- ---------------------------------------------------------------------------------------------------------------------------
$339,090 $378,709 $374,104 $353,227 $353,548
===========================================================================================================================
Depreciation
Textile services $ 8,614 $ 8,205 $ 7,836 $ 8,215 $ 8,032
Manufacturing and marketing 3,142 3,705 3,921 4,052 3,775
Retail sales 2,049 1,719 1,561 1,442 1,390
Corporate 111 104 97 88 100
- ---------------------------------------------------------------------------------------------------------------------------
$ 13,916 $ 13,733 $ 13,415 $ 13,797 $ 13,297
===========================================================================================================================
Capital additions, net
Textile services $ 5,137 $ 15,776 $ 19,014 $ 4,664 $ 6,454
Manufacturing and marketing 1,250 2,913 3,243 2,921 3,587
Retail sales 2,120 2,606 1,291 1,118 1,280
Corporate 147 43 55 57 145
- ---------------------------------------------------------------------------------------------------------------------------
$ 8,654 $ 21,338 $ 23,603 $ 8,760 $ 11,466
===========================================================================================================================
</TABLE>
Sales of foreign operations and export sales were not significant.
The Company has no one major customer. Corporate assets consist
primarily of cash, investments, cash surrender value of officers' life
insurance and office furniture and fixtures. Corporate expenses consist
of the Company's principal administrative and financial functions, which
are centrally managed. Capital additions do not include the cost of
properties acquired in business acquisitions.
1999 Annual Report PAGE 29
<PAGE>
<PAGE>
11. UNAUDITED QUARTERLY FINANCIAL DATA
Quarterly results for 1999 and 1998 are shown below:
<TABLE>
<CAPTION>
Fiscal 1999 Quarter Ended
(Dollars in thousands, except per share amounts) May 2 August 1 October 31 January 30
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and textile service revenues
Textile services $ 65,856 $ 63,958 $ 63,840 $ 63,797
Manufacturing and marketing 48,032 44,651 40,368 38,327
Retail sales 20,798 20,153 23,149 21,532
Intersegment sales (6,021) (5,553) (5,771) (5,471)
- ---------------------------------------------------------------------------------------------------------------------------
128,665 123,209 121,586 118,185
- ---------------------------------------------------------------------------------------------------------------------------
Gross profit
Textile services 13,600 12,754 11,808 13,491
Manufacturing and marketing 9,614 8,721 8,061 9,118
Retail sales 11,263 10,853 12,226 10,896
- ---------------------------------------------------------------------------------------------------------------------------
34,477 32,328 32,095 33,505
- ---------------------------------------------------------------------------------------------------------------------------
Net income $ 2,428 $ 1,800 $ 2,822 $ 1,842
===========================================================================================================================
Basic and diluted earnings per share $ .26 $ .20 $ .31 $ .22
===========================================================================================================================
<CAPTION>
Fiscal 1998 Quarter Ended
(Dollars in thousands, except per share amounts) April 26 July 26 October 25 January 31
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and textile service revenues
Textile services $ 71,534 $ 72,205 $ 71,737 $ 71,410
Manufacturing and marketing 42,412 43,518 45,087 49,694
Retail sales 20,369 19,913 22,156 22,295
Intersegment sales (6,958) (6,416) (6,190) (6,242)
- ---------------------------------------------------------------------------------------------------------------------------
127,357 129,220 132,790 137,157
- ---------------------------------------------------------------------------------------------------------------------------
Gross profit
Textile services (Note 7) 13,651 13,090 12,032 13,315
Manufacturing and marketing (Note 7) 8,008 7,747 1,929 10,372
Retail sales 11,015 10,862 12,174 11,937
- ---------------------------------------------------------------------------------------------------------------------------
32,674 31,699 26,135 35,624
- ---------------------------------------------------------------------------------------------------------------------------
Restructuring charge (Note 7) -- -- 14,684 --
- ---------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 1,976 $ 1,300 $ (11,818) $ 1,644
===========================================================================================================================
Basic and diluted earnings (loss) per share $ .22 $ .14 $ (1.29) $ .18
===========================================================================================================================
</TABLE>
PAGE 30 Angelica Corporation
<PAGE>
<PAGE>
REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying consolidated balance sheets of Angelica
Corporation (a Missouri corporation) and subsidiaries as of January 30,
1999 and January 31, 1998, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years
in the period ended January 30, 1999. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Angelica
Corporation and subsidiaries as of January 30, 1999 and January 31,
1998, and the results of their operations and their cash flows for each
of three years in the period ended January 30, 1999, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
March 16, 1999
REPORT OF
AUDIT COMMITTEE
The Audit Committee consists of four non-employee members of the Board
of Directors and has regular meetings four times a year. The Committee
is responsible for recommending to the Board the appointment of the
Company's independent public accountants, for review and monitoring of
the Company's financial reports, internal controls, accounting practices
and for review of the scope of the audits performed by the independent
public accountants and internal auditors. The Committee also monitors
compliance with Angelica's Code of Conduct.
At its quarterly meetings, the Audit Committee reviews the
financial results for the preceding fiscal quarter or entire fiscal year
and has the opportunity to review related press releases and quarterly
reports to shareholders. No public release of financial results is made
until Audit Committee approval has been obtained. At these meetings, the
Committee also reviews the progress being made in accomplishing the
annual internal audit plan.
The Committee also discusses at its meetings audit and financial
reporting matters with representatives of Management and the independent
public accountants. Among the matters discussed are the scope, timing
and fees for the annual audit by the independent public accountants, and
the results of the quarterly reviews and annual audit, including any
recommendations for improvements to internal financial controls. The
independent public accountants, as well as the chief internal auditor,
have the opportunity to meet privately with the Committee at any of its
meetings.
/s/ H. Edwin Trusheim
H. EDWIN TRUSHEIM
Chairman of the Audit Committee
REPORT OF
MANAGEMENT
The Management of Angelica Corporation is responsible for the
preparation and integrity of all financial information presented in this
Annual Report. The financial statements have been prepared in conformity
with generally accepted accounting principles, and necessarily include
amounts based on informed judgments and estimates of Management.
The Company seeks to assure the integrity and objectivity of the
data in the financial statements through a system of internal accounting
controls. These controls, augmented by the Company's internal audit
function, are designed to provide reasonable assurance that assets are
properly safeguarded and transactions are executed in accordance with
proper authorization. Necessary records are maintained to provide
accurate data for the preparation of financial statements and for audit
purposes.
The Company's independent public accountants, Arthur Andersen LLP,
are engaged to audit the financial statements and to render an opinion
thereon, which appears on this page. Their audit considered the
Company's system of internal accounting controls to the extent they
deemed necessary to determine the nature, timing and extent of their
audit tests.
The Company's Code of Conduct requires employees to maintain the
highest standard of ethical conduct in all of their business activities,
and compliance is regularly monitored.
/s/ Don W. Hubble
DON W. HUBBLE
Chairman, President and
Chief Executive Officer
/s/ Theodore M. Armstrong
THEODORE M. ARMSTRONG
Senior Vice President and
Chief Financial Officer
1999 Annual Report PAGE 31
<PAGE>
Exhibit 21
SUBSIDIARIES
------------
Registrant: Angelica Corporation, State of Incorporation: Missouri
Percentage
of Voting
Securities
State of Owned by
Name Incorporation Registrant
---- ------------- ----------
Angelica Realty Co. California 100%
Angelica Textile
Services, Inc. California 100%
Angelica International Ltd. Federal Corporation, Canada 100%
Angelica Textile
Services, Inc. New York 100%
Southern Service Company California 100%
Industrias Textiles El Curu Costa Rica 100%
Angelica Holdings Limited<F*> United Kingdom 100%
Retail operations of the Registrant include a chain of 309 retail
uniform specialty shops operating under the umbrella name of "Life
Uniform and Shoe Shops." Generally, all shops operating in a specific
state form one company incorporated under the laws of that state. All
such corporations (38) are wholly-owned subsidiaries of the Registrant.
[FN]
<F*>Parent Company of Angelica International Limited, incorporated under
the laws of the United Kingdom, all of whose voting securities were
owned by Angelica Holdings Limited. Angelica International Limited was
sold March 1, 1999.
All of the above subsidiaries are included in the consolidated financial
statements filed herewith.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report incorporated by reference in this Form 10-K,
into the Corporation's previously filed Form S-8 Registration Statements
Nos. 33-5524, 33-22850, 2-77932, 2-97291, 33-625, 33-45410 and 33-50960.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
April 27, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Angelica Corporation (hereinafter referred to
as the "Company") hereby constitutes and appoints Don W. Hubble, T.M.
Armstrong, and L. Linden Mann and each of them acting singly, the true
and lawful agents and attorneys, or agent and attorney, with full powers
of substitution, resubstitution and revocation, for and in the name,
place and stead of the undersigned to do any and all things and to
execute any and all instruments which said agents and attorneys, or any
of them, may deem necessary or advisable to enable the Company to comply
with the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the Annual Report on Form 10-K of
the Company for the fiscal year ended January 30, 1999, including
specifically, but without limiting the generality of the foregoing, full
power and authority to sign the name of each of the undersigned in the
capacities indicated below to the said Annual Report on Form 10-K to be
filed with the Securities and Exchange Commission, and to any and all
amendments to said Annual Report on Form 10-K, and each of the
undersigned hereby grants to said attorneys and agents, and to each of
them singly, full power and authority to do and perform on behalf of the
undersigned every act and thing whatsoever necessary or appropriate to
be done in the premises as fully as the undersigned could do in person,
hereby ratifying and confirming all that said attorneys and agents, or
any of them, or the substitutes or substitute of them or any of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents this 30th day of March, 1999.
/s/ Don W. Hubble /s/ T. M. Armstrong
- ------------------------------- ----------------------------------
(Don W. Hubble) (T.M. Armstrong)
Chairman, President and Chief Senior Vice President-
Executive Officer Finance and Administration
(Principal Executive Officer) Chief Financial Officer
(Principal Financial Officer)
/s/ L. Linden Mann
----------------------------------
(L. Linden Mann)
Controller
(Principal Accounting Officer)
<PAGE>
<PAGE>
/s/ David A. Abrahamson /s/ Susan S. Elliott
- ------------------------------- ----------------------------------
(David A. Abrahamson) (Susan S. Elliott)
Director Director
/s/ Earle H. Harbison, Jr. /s/ Leslie F. Loewe
- ------------------------------- ----------------------------------
(Earle H. Harbison, Jr.) (Leslie F. Loewe)
Director Director
/s/ Charles W. Mueller /s/ William A. Peck
- ------------------------------- ----------------------------------
(Charles W. Mueller) (William A. Peck)
Director Director
/s/ William P. Stiritz /s/ H. Edwin Trusheim
- ------------------------------- ----------------------------------
(William P. Stiritz) (H. Edwin Trusheim)
Director Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the consolidated financial statements for period ended
January 30, 1999 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> JAN-30-1999
<CASH> 6,876
<SECURITIES> 0
<RECEIVABLES> 59,863
<ALLOWANCES> (2,623)
<INVENTORY> 127,660
<CURRENT-ASSETS> 197,389
<PP&E> 213,508
<DEPRECIATION> (111,877)
<TOTAL-ASSETS> 339,090
<CURRENT-LIABILITIES> 61,318
<BONDS> 90,910
<COMMON> 9,472
0
0
<OTHER-SE> 156,331
<TOTAL-LIABILITY-AND-EQUITY> 339,090
<SALES> 234,194
<TOTAL-REVENUES> 491,645
<CGS> 153,442
<TOTAL-COSTS> 359,240
<OTHER-EXPENSES> 106,486
<LOSS-PROVISION> 1,851
<INTEREST-EXPENSE> 9,726
<INCOME-PRETAX> 14,342
<INCOME-TAX> 5,450
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,892
<EPS-PRIMARY> .99
<EPS-DILUTED> .99
</TABLE>
<PAGE>
Exhibit 99.1
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________to_______________
Commission file number 1-5674
---------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE>
<PAGE>
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6-7
Plan Benefits - December 31, 1998 and
December 31, 1997
Statement of Changes in Net Assets 8
Available for Plan Benefits - Fiscal
Year ended December 31, 1998
Notes to Financial Statements 9-11
Schedule I 12
Schedule II 13
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
-------------------------
RETIREMENT SAVINGS PLAN
-----------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits--December 31, 1998
Statement of Net Assets Available for Plan Benefits--December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for
the Year Ended December 31, 1998
-4-
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of The Angelica Corporation Retirement Savings Plan (the
Plan) as of December 31, 1998 and 1997, and the related statement of
changes in net assets available for plan benefits for the year ended
December 31, 1998. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1998 and 1997, and the changes
in net assets available for plan benefits for the year ended
December 31, 1998, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for plan benefits
and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
St. Louis, Missouri,
April 1, 1999
-5-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1998
-----------------
<CAPTION>
Company Interest
Stock Mutual Income
Total Fund Fund Fund
----------- -------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 971,163 $971,163 $ - $ -
American Balanced Fund 1,913,148 - 1,913,148 -
Washington Mutual Investors Fund 13,206,574 - 13,206,574 -
Federated Capital Preservation Fund 20,705,189 - - 20,705,189
BT Pyramid Cash Investment Fund 152,974 5,121 49,644 98,209
Loans to participants 1,805,299 - - 1,805,299
----------- -------- ----------- -----------
38,754,347 976,284 15,169,366 22,608,697
OTHER ASSETS:
Contributions receivable (including
employer's contributions of $17,393) 150,645 5,960 57,028 87,657
Interest and dividends receivable 16,147 12,851 188 3,108
Loan payments receivable 34,661 - - 34,661
Other receivables 5,145 60 - 5,085
----------- -------- ----------- -----------
Total assets 38,960,945 995,155 15,226,582 22,739,208
----------- -------- ----------- -----------
LIABILITIES
-----------
OTHER PAYABLES 30 - 30 -
----------- -------- ----------- -----------
Total liabilities 30 - 30 -
----------- -------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $38,960,915 $995,155 $15,226,552 $22,739,208
=========== ======== =========== ===========
The accompanying notes are an integral part of this statement.
</TABLE>
-6-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1997
-----------------
<CAPTION> Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ 1,272,068 $1,272,068 $ - $ - $ -
American Balanced Fund 1,761,163 - 1,761,163 - -
MFS Growth Opportunities Fund 416,790 - 416,790 - -
Washington Mutual Investors Fund 12,017,302 - 12,017,302 - -
General American Life Insurance Company 3,297,635 - - 3,297,635 -
Safeco Insurance Company 3,308,240 - - 3,308,240 -
Society National Bank MGD GIC Fund 7,865,362 - - 7,865,362 -
Boatmen's BT Short-Term Investment Fund 5,693,317 10,417 128,174 5,552,816 1,910
Loans to participants 1,530,430 - - 1,530,430 -
----------- ---------- ----------- ----------- ------
37,162,307 1,282,485 14,323,429 21,554,483 1,910
OTHER ASSETS:
Cash on deposit with Trustee 15,050 - - 15,050 -
Contributions receivable (including
employer's contributions of $14,414) 141,976 6,408 57,197 76,482 1,889
Interest and dividends receivable 40,924 13,588 341 26,995 -
Loan payments receivable 29,143 - - 29,143 -
Other receivables 10,782 109 - 10,673 -
----------- ---------- ----------- ----------- ------
Total assets 37,400,182 1,302,590 14,380,967 21,712,826 3,799
----------- ---------- ----------- ----------- ------
LIABILITIES
-----------
LIABILITIES:
Premiums payable 3,799 - - - 3,799
Other payables 73,344 2,456 46,090 24,798 -
----------- ---------- ----------- ----------- ------
Total liabilities 77,143 2,456 46,090 24,798 3,799
----------- ---------- ----------- ----------- ------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $37,323,039 $1,300,134 $14,334,877 $21,688,028 $ -
=========== ========== =========== =========== ======
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<CAPTION>
Directed
Company Interest Purchase
Stock Mutual Income of Life
Total Fund Fund Fund Insurance
----------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 3,187,332 $ 141,155 $ 1,378,898 $ 1,630,404 $36,875
Employer contributions 491,988 22,238 189,706 280,044 -
Interest income 1,362,493 336 8,049 1,354,108 -
Dividend income 1,410,375 47,938 1,362,437 - -
Interfund transfers - (85,820) (120,864) 206,684 -
Rollovers 64,330 5,803 36,643 21,884 -
Net unrealized depreciation of
investments (181,315) (133,627) (37,746) (9,942) -
Net realized gain (loss) on sale
of investments 874,066 (31,611) 905,677 - -
Other additions 91,349 60 26,249 65,040 -
Transfers from other employer-
sponsored plans 1,969,070 10,667 78,854 1,879,332 217
----------- ---------- ----------- ----------- -------
Total additions 9,269,688 (22,861) 3,827,903 5,427,554 37,092
----------- ---------- ----------- ----------- -------
DEDUCTIONS:
Participant withdrawals 7,593,206 282,118 2,934,714 4,376,374 -
Life insurance premiums 37,092 - - - 37,092
Other deductions 1,514 - 1,514 - -
----------- ---------- ----------- ----------- -------
Total deductions 7,631,812 282,118 2,936,228 4,376,374 37,092
----------- ---------- ----------- ----------- -------
Net increase (decrease) 1,637,876 (304,979) 891,675 1,051,180 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 37,323,039 1,300,134 14,334,877 21,688,028 -
----------- ---------- ----------- ----------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $38,960,915 $ 995,155 $15,226,552 $22,739,208 $ -
=========== ========== =========== =========== =======
The accompanying notes are an integral part of this statement.
</TABLE>
-8-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
1. DESCRIPTION OF PLAN:
--------------------
The following description of The Angelica Corporation Retirement Savings
Plan (the Plan) is provided for general information purposes only. More
complete information regarding the Plan's provisions may be found in the
plan documents.
General
- -------
The Plan, as amended and restated, was adopted by the Board of Directors
of Angelica Corporation (the Company) to provide participants an
opportunity to defer portions of their earnings so as to provide
supplementary retirement income and a measure of economic security. The
Company is the Plan Administrator and the assets of the Plan are held in
trust by Banker's Trust Company (the Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time employees who are residents of the United
States and who have either (i) completed one year of service with the
Company and are age 21 or older or (ii) completed three years of
service, are eligible to participate in the Plan.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals. The Company provides a matching
contribution of 1/4 of 1% for each 1% (up to a maximum of 6%) of the
total amount of compensation deferred by the participant per year,
provided that the maximum amount of matching contribution on behalf of
any one participant will be $600.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Benefits
- --------
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Participants who have suffered
a hardship (as defined by the Internal Revenue Service and the Plan) may
also withdraw all or any portion of their account balances. As of
December 31, 1998 and 1997, the Plan had $-0- and $319,882,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants. Although not shown
separately in the accompanying financial statements, the liability to
terminated participants is shown separately on the Form 5500.
-9-
<PAGE>
<PAGE>
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Such loans made prior to November 1989 bear
interest at a rate equal to the rate being earned by the Interest Income
Fund at the time the loan was made. Loans made subsequent to October
1989 bear interest at the prime rate plus 1/2% at the time the loan was
made. All loans are secured by the participant's account and are
repayable in installments by payroll deductions.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant shall direct that
his or her contributions be invested in one or more of the
investment options below in increments of at least 10%. Such
direction may be revised by participants on a monthly basis.
Company Stock Fund
These funds are invested in Angelica Corporation Common
Stock.
Mutual Fund
Each participant may choose to invest in the American
Balanced Fund and/or the Washington Mutual Investors
Fund. Effective April 1, 1991, participants could no
longer make contributions into the MFS Growth
Opportunities Fund but are not required to transfer
their account balances elsewhere.
Interest Income Fund
This fund is invested in group annuity contracts with
General American Life Insurance Company, Safeco
Insurance Company, Society National Bank, Metropolitan
Life Insurance Company, John Hancock Mutual Life
Insurance Company and Federated Capital Preservation
Fund.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of
his or her contributions to purchase insurance on his
or her life or the lives of his or her spouse and
children under age 23. Only participants contributing
to this fund as of October 31, 1989, are allowed to
continue contributions in the future.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based on publicly stated price information. The "average cost"
method is used to determine the cost of securities sold. Investments in
group annuity contracts are stated at contract value, which approximates
fair value.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net realized gains and losses on investments sold or
distributed and unrealized appreciation and depreciation of investments
based on the market value of the assets at the beginning of the plan
year or at the time of purchase during the year.
-10-
<PAGE>
<PAGE>
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and
deductions from net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
3. INVESTMENTS:
------------
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1998 and 1997, are as follows:
December 31, 1998:
Washington Mutual Investors Fund $13,206,574
Federated Capital Preservation Fund 20,705,189
December 31, 1997:
Washington Mutual Investors Fund $12,017,302
General American Life Insurance Company 3,297,635
Safeco Insurance Company 3,308,240
Society National Bank MGD GIC Fund 7,865,362
Boatmen's BT Short-Term Investment Fund 5,693,317
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated May 25, 1994, from
the Internal Revenue Service stating that the Plan qualifies under the
Internal Revenue Code; as such, the Plan is exempt from federal income
tax, and amounts contributed by the Company and its employees are not
taxable to the participants until distributions from the Plan are made.
The Plan Administrator believes that the Plan, as amended and as
currently operating, is in compliance with all applicable provisions of
the Internal Revenue Code.
5. TERMINATION OF THE PLAN:
------------------------
The Company reserves the right to terminate its participation in the
Plan as of any specified current or future date.
Until the assets held in the Trust have been fully distributed, the
Trustee shall continue to possess all powers with which it was empowered
by the Trust Agreement and shall have all such other powers as are
necessary or appropriate for the completion of such distribution.
Upon termination of the Plan, plan assets will not be insured by the
Pension Benefit Guaranty Corporation as the Plan is not covered by
Title IV of the Employee Retirement Income Security Act of 1974. In
addition, termination of the Plan must be approved by the Internal
Revenue Service.
6. TRANSFERS FROM OTHER EMPLOYER-SPONSORED PLANS
---------------------------------------------
Effective September 1, 1998, the Company merged other defined
contribution plans into the Plan.
All participant accounts in these merged plans were transferred to the
Trustee of the Plan with individual investments and plan elections for
each participant remaining unchanged.
-11-
<PAGE>
<PAGE>
SCHEDULE I
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1998
-----------------
<CAPTION>
Number of
Shares or
Principal
Amount Cost Fair Value
------------ ----------- -----------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock <Fa> 52,143 $ 1,162,134 $ 971,163
BT Pyramid Cash Investment Fund <Fa> $ 5,121 5,121 5,121
----------- -----------
1,167,255 976,284
----------- -----------
MUTUAL FUND:
American Balanced Fund 121,392.696 1,866,319 1,913,148
Washington Mutual Investors Fund 401,293.640 10,034,507 13,206,574
BT Pyramid Cash Investment Fund <Fa> $ 49,644 49,644 49,644
----------- -----------
11,950,470 15,169,366
----------- -----------
INTEREST INCOME FUND:
Federated Capital Preservation Fund $ 20,705,189 20,705,189 20,705,189
BT Pyramid Cash Investment Fund <Fa> $ 98,209 98,209 98,209
Loans to participants, interest ranging
from 6.25% to 9.5% <Fa> $ 1,805,299 1,805,299 1,805,299
----------- -----------
22,608,697 22,608,697
----------- -----------
Total investments $35,726,422 $38,754,347
=========== ===========
<FN>
<Fa> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-<PAGE>
<PAGE>
SCHEDULE II
<TABLE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS<Fa>
----------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<CAPTION>
Purchases Sales
------------------------ ------------------------------------------------------
Number of Purchase Number of Cost of
Description of Asset Transactions Price Transactions Sales Price Assets Gain
- -------------------- ------------ -------- ------------ ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Washington Mutual
Investors Fund 98 $ 4,235,078 101 $3,212,470 $ 2,274,276 $ 938,194
SAFECO Insurance
Company 13 245,535 1 3,535,185 3,535,185 -
Society National
Bank MGD GIC
Fund - - 8 9,564,029 5,411,624 4,152,405
General American
Life Insurance
Company - - 4 3,522,366 2,986,802 535,564
BT Pyramid Cash
Investment
Fund <Fb> 457 29,337,622 395 29,118,187 29,118,187 -
Metropolitan Life
Insurance
Company 8 2,064,405 2 2,074,779 2,064,405 10,374
John Hancock
Mutual Life
Insurance
Company 1 3,000,000 1 3,155,121 3,000,000 155,121
Federated Capital
Preservation Fund 10 20,705,189 - - - -
<FN>
<Fa> Represents transactions or a series of transactions in excess of
5% of the fair value of plan assets at the beginning of the year.
<Fb> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
-13-
<PAGE>
<PAGE>
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Retirement
Savings Plan financial statements included in this Form 11-K, into the
Corporation's previously filed Registration Statement on Form S-8 File
No. 33-5524.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 27, 1999
-14-
<PAGE>
Exhibit 99.2
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
--------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________
Commission file number 1-5674
-----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
COLLINWOOD 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE>
<PAGE>
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6
Plan Benefits - September 1, 1998 and
December 31, 1997
Statement of Changes in Net Assets 7
Available for Plan Benefits - Eight
Months ended September 1, 1998
Notes to Financial Statements 8-10
Schedule I 11
Schedule II 12
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
COLLINWOOD 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits--September 1,
1998, and December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits for the
Eight Months Ended September 1, 1998
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--September 1, 1998
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for
the Eight Months Ended September 1, 1998
-4-
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of The Angelica Corporation Collinwood 401(k) Plan (the
Plan) as of September 1, 1998, and December 31, 1997, and the related
statement of changes in net assets available for plan benefits for the
eight months ended September 1, 1998. These financial statements and
the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of September 1, 1998, and December 31, 1997, and
the changes in net assets available for plan benefits for the eight
months ended September 1, 1998, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for plan benefits
and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
St. Louis, Missouri,
April 1, 1999
-5-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
<CAPTION>
December 31, 1997
-------------------------------------------------------
Directed
Interest Purchase
September 1, Mutual Income of Life
1998 Total Fund Fund Insurance
------------ -------- ------ -------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Washington Mutual Investors Fund $ - $ 3,047 $3,047 $ - $ -
Society National Bank MGD GIC Fund - 855,594 - 855,594 -
Boatmen's BT Short-Term Investment
Fund - 15,496 51 15,383 62
Loans to participants - 66,918 - 66,918 -
------- -------- ------ -------- ----
- 941,055 3,098 937,895 62
OTHER ASSETS:
Contributions receivable (including
employer's contribution of $1,044) - 4,997 74 4,826 97
Interest and dividends receivable - 59 - 59 -
Loan payments receivable - 2,344 - 2,344 -
------- -------- ------ -------- ----
Total assets - 948,455 3,172 945,124 159
LIABILITIES
-----------
LIABILITIES:
Premiums payable - 159 - - 159
Other payables - 9,000 - 9,000 -
------- -------- ------ -------- ----
Total liabilities - 9,159 - 9,000 159
------- -------- ------ -------- ----
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ - $939,296 $3,172 $936,124 $ -
======= ======== ====== ======== ====
The accompanying notes are an integral part of these statements.
</TABLE>
-6-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE EIGHT MONTHS ENDED SEPTEMBER 1, 1998
--------------------------------------------
<CAPTION>
Directed
Interest Purchase
Mutual Income of Life
Total Fund Fund Insurance
--------- ------- --------- ---------
<S> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 34,986 $ 591 $ 33,228 $1,167
Employer contributions 6,733 46 6,687 -
Interest income 35,807 3 35,804 -
Dividend income 33 33 - -
Other additions 2,796 - 2,796 -
Net unrealized depreciation of investments (165) (165) - -
--------- ------- --------- ------
80,190 508 78,515 1,167
--------- ------- --------- ------
DEDUCTIONS:
Participant withdrawals 154,409 3,680 150,729 -
Life insurance premiums 1,008 - - 1,008
--------- ------- --------- ------
155,417 3,680 150,729 1,008
--------- ------- --------- ------
Net (decrease) increase (75,227) (3,172) (72,214) 159
TRANSFER OF ASSETS TO THE ANGELICA
CORPORATION RETIREMENT SAVINGS PLAN (864,069) - (863,910) (159)
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF YEAR 939,296 3,172 936,124 -
--------- ------- --------- ------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
SEPTEMBER 1, 1998 $ - $ - - $ -
========= ======= ========= ======
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
1. DESCRIPTION OF PLAN:
--------------------
The following description of The Angelica Corporation Collinwood 401(k)
Plan (the Plan) is provided for general information purposes only. More
complete information regarding the Plan's provisions may be found in the
plan document.
Termination
- -----------
Effective September 1, 1998, the Plan was merged into The Angelica
Corporation Retirement Savings Plan (the RSP Plan). All accounts in the
Plan were transferred to the trustee of the RSP Plan with individual
investments and plan elections for each participant remaining unchanged.
General
- -------
The Plan was adopted by the Board of Directors of Angelica Corporation
(the Company) to provide participants an opportunity to defer portions
of their earnings so as to provide supplementary retirement income and a
measure of economic security. The Company is the Plan Administrator and
the assets of the Plan are held in trust by Banker's Trust Company (the
Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time union employees at the Company's
Collinwood, Tennessee, plant who have either (i) completed one year of
service with the Company and are age 21 or older or (ii) completed three
years of service, are eligible to participate in the Plan.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals. The Company provides a matching
contribution of up to five cents for each hour worked by a participant.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Benefits
- --------
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Any participants who have
suffered a hardship (as defined by the Internal Revenue Service and the
Plan) may also withdraw all or any portion of their account balances.
-8-
<PAGE>
<PAGE>
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Such loans made prior to November 1989 bear
interest at a rate equal to the rate being earned by the Interest Income
Fund at the time the loan was made. Loans made subsequent to October
1989 bear interest at the prime rate plus 1/2% at the time the loan is
made. All loans are secured by the participant's account and are
repayable in installments by payroll deductions.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant directs his or
her contributions to be invested in one or more of the investment
options below in increments of at least 10%. Such direction may be
revised by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common
Stock.
Mutual Fund
Participants may choose to invest in the American
Balanced Fund and/or the Washington Mutual Investors
Fund.
Interest Income Fund
This fund is invested in group annuity contracts with
Society National Bank.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of
his or her contributions to purchase insurance on his
or her life or the lives of his or her spouse and
children under age 23. Only participants contributing
to the fund as of December 31, 1990, are allowed to
continue contributions in the future.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based on publicly stated price information. The "average cost"
method is used to determine the cost of securities sold. Investments in
group annuity contracts are stated at contract value, which approximates
fair value.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net realized gains and losses on investments sold or
distributed and unrealized appreciation and depreciation of investments
based on the market value of the assets at the beginning of the plan
year or at the time of purchase during the year.
-9-
<PAGE>
<PAGE>
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and
deductions from net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
3. INVESTMENTS:
------------
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of September 1, 1998, and December 31, 1997, are as
follows:
September 1, 1998:
None $ -
December 31, 1997:
Society National Bank MGD GIC Fund $855,594
Loans to participants 66,918
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated October 7, 1992,
from the Internal Revenue Service stating that the Plan qualifies under
the Internal Revenue Code; as such, the Plan is exempt from federal
income tax, and amounts contributed by the Company and its employees are
not taxable to the participants until distributions from the Plan are
made. The Plan Administrator believes that the Plan, as amended and as
currently operating, is in compliance with all applicable provisions of
the Internal Revenue Code.
-10-
<PAGE>
<PAGE>
SCHEDULE I
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
SEPTEMBER 1, 1998
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- ---- -----
<S> <C> <C> <C>
None
The accompanying notes are an integral part of this schedule.
</TABLE>
-11-
<PAGE>
<PAGE>
SCHEDULE II
<TABLE>
THE ANGELICA CORPORATION
------------------------
COLLINWOOD 401(k) PLAN
----------------------
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS<Fa>
-----------------------------------------------------
FOR THE EIGHT MONTHS ENDED SEPTEMBER 1, 1998
--------------------------------------------
Purchases Sales
------------------------- -----------------------------------------------------
Number of Purchase Number of Sales Cost of Gain/
Description of Asset Transactions Price Transactions Price Assets (Loss)
-------------------- ------------ -------- ------------ -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Society National Bank MGD
GIC Fund - $ - 4 $ 48,617 $ 34,182 $14,435
BT Pyramid Cash
Investment Fund<Fb> 85 359,013 57 359,013 359,013 -
<FN>
<Fa> Represents transactions or a series of transactions in excess of 5%
of the fair value of plan assets at the beginning of the year.
<Fb> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-
<PAGE>
<PAGE>
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Collinwood
401(k) Plan financial statements included in this Form 11-K, into the
Corporation's previously filed Registration Statement on Form S-8 File
No. 2-97291.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 27, 1999
-13-
<PAGE>
Exhibit 99.3
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
--------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________
Commission file number 1-5674
-----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
SAVANNAH 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE>
<PAGE>
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6
Plan Benefits - September 1, 1998 and
December 31, 1997
Statement of Changes in Net Assets 7
Available for Plan Benefits - Eight
Months ended September 1, 1998
Notes to Financial Statements 8-10
Schedule I 11
Schedule II 12
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
SAVANNAH 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits--September 1,
1998, and December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits for the
Eight Months Ended September 1, 1998
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--September 1, 1998
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for
the Eight Months Ended September 1, 1998
-4-
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of The Angelica Corporation Savannah 401(k) Plan (the
Plan) as of September 1, 1998, and December 31, 1997, and the related
statement of changes in net assets available for plan benefits for the
eight months ended September 1, 1998. These financial statements and
the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of September 1, 1998, and December 31, 1997, and
the changes in net assets available for plan benefits for the eight
months ended September 1, 1998, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for plan benefits
and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
St. Louis, Missouri,
April 1, 1999
-5-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
<CAPTION>
December 31, 1997
---------------------------------------------------------------------
Directed
Company Interest Purchase
September 1, Stock Mutual Income of Life
1998 Total Fund Fund Fund Insurance
------------ -------- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
------
INVESTMENTS, at fair value:
Angelica Corporation
Common Stock $ - $ 928 $928 $ - $ - $ -
MFS Growth Opportunities
Fund - 2,222 - 2,222 - -
Washington Mutual
Investors Fund - 6,791 - 6,791 - -
American Balanced Fund - 645 - 645 - -
Society National Bank MGD
GIC Fund - 557,091 - - 557,091 -
Boatmen's BT Short-Term
Investment Fund - 35,904 26 31 35,833 14
Loans to participants - 19,556 - - 19,556 -
------- -------- ---- ------ -------- ------
- 623,137 954 9,689 612,480 14
OTHER ASSETS:
Contributions receivable
(including employer's
contributions of $776) - 4,112 5 33 4,058 16
Interest and dividends
receivable - 171 10 - 161 -
Loan payments receivable - 794 - - 794 -
------- -------- ---- ------ -------- ------
Total assets - 628,214 969 9,722 617,493 30
LIABILITIES
-----------
PREMIUMS PAYABLE - 30 - - - 30
------- -------- ---- ------ -------- ------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ - $628,184 $969 $9,722 $617,493 $ -
======= ======== ==== ====== ======== ======
The accompanying notes are an integral part of these statements.
</TABLE>
-6-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE EIGHT MONTHS ENDED SEPTEMBER 1, 1998
--------------------------------------------
<CAPTION>
Company Interest
Stock Mutual Income
Total Fund Fund Fund
--------- ------- -------- ---------
<S> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 30,996 $ 29 $ 585 $ 30,382
Employer contributions 5,456 14 143 5,299
Interest income 24,013 3 3 24,007
Dividend income 155 19 136 -
Interfund transfers - - 1,659 (1,659)
Other additions 2,043 - - 2,043
Net unrealized depreciation of investments (470) (141) (329) -
Net realized gain on sale of investments 152 - 152 2,043
--------- ----- -------- ---------
62,345 (76) 2,349 60,072
--------- ----- -------- ---------
DEDUCTIONS:
Participant withdrawals 74,163 - 817 73,346
--------- ----- -------- ---------
74,163 - 817 73,346
--------- ----- -------- ---------
Net increase (decrease) (11,818) (76) 1,532 (13,274)
TRANSFER OF ASSETS TO THE ANGELICA
CORPORATION RETIREMENT SAVINGS PLAN (616,366) (893) (11,254) (604,219)
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF YEAR 628,184 969 9,722 617,493
--------- ----- -------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
SEPTEMBER 1, 1998 $ - $ - $ - $ -
========= ===== ======== =========
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
1. DESCRIPTION OF PLAN:
--------------------
The following description of The Angelica Corporation Savannah 401(k)
Plan (the Plan) is provided for general information purposes only. More
complete information regarding the Plan's provisions may be found in the
plan document.
Termination
- -----------
Effective September 1, 1998, the Plan was merged into The Angelica
Corporation Retirement Savings Plan (the RSP Plan). All accounts in the
Plan were transferred to the trustee of the RSP Plan with individual
investments and plan elections for each participant remaining unchanged.
General
- -------
The Plan was adopted by the Board of Directors of Angelica Corporation
(the Company) to provide participants an opportunity to defer portions
of their earnings so as to provide supplementary retirement income and a
measure of economic security. The Company is the Plan Administrator and
the assets of the Plan are held in trust by Banker's Trust Company (the
Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time union employees at the Company's Savannah,
Tennessee, plant who have either (i)completed one year of service with
the Company and are age 21 or older or (ii)completed three years of
service, are eligible to participate in the Plan.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals. The Company provides a matching
contribution of up to five cents for each hour worked by a participant.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account are fully vested and nonforfeitable at all times.
Benefits
- --------
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Participants who have suffered
a hardship (as defined by the Internal Revenue Service and the Plan) may
also withdraw all or any portion of their account balances. As of
September 1, 1998, and December 31, 1997, the Plan had $-0- and $930,
respectively, in net assets available for plan benefits that had been
requested to be paid to terminated participants. Although not shown
separately in the accompanying financial statements, the liability to
terminated participants is shown separately on the Form 5500.
-8-
<PAGE>
<PAGE>
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Such loans made prior to November 1989 bear
interest at a rate equal to the rate being earned by the Interest Income
Fund at the time the loan was made. Loans made subsequent to October
1989 bear interest at the prime rate plus 1/2% at the time the loan is
made. All loans are secured by the participant's account and are
repayable in installments by payroll deductions.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant directs his or
her contributions to be invested in one or more of the investment
options below in increments of at least 10%. Such direction may be
revised by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common
Stock.
Mutual Fund
Each participant may choose to invest in the American
Balanced Fund and/or the Washington Mutual Investors Fund.
Effective April 1, 1991, participants could no longer make
contributions into the MFS Growth Opportunities Fund but
are not required to transfer their account balances
elsewhere.
Interest Income Fund
This fund is invested in group annuity contracts with
Society National Bank.
Directed Purchase of Life Insurance
Each participant has the right to direct a portion of his
or her contributions to purchase insurance on his or her
life or the lives of his or her spouse and children under
age 23. Only participants contributing to the fund as of
December 31, 1990, are allowed to continue contributions
in the future.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based on publicly stated price information. The "average cost"
method is used to determine the cost of securities sold. Investments in
group annuity contracts are stated at contract value, which approximates
fair value.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net realized gains and losses on investments sold or
distributed and unrealized appreciation and depreciation of investments
based on the market value of the assets at the beginning of the plan
year or at the time of purchase during the year.
-9-
<PAGE>
<PAGE>
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and
deductions from net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
3. INVESTMENTS:
------------
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of September 1, 1998, and December 31, 1997, are as
follows:
September 1, 1998:
None $ -
December 31, 1997:
Society National Bank MGD GIC Fund $557,091
Boatmen's BT Short-Term Investment Fund 35,904
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated October 6, 1992,
from the Internal Revenue Service stating that the Plan qualifies under
the Internal Revenue Code; as such, the Plan is exempt from federal
income tax, and amounts contributed by the Company and its employees are
not taxable to the participants until distributions from the Plan are
made. The Plan Administrator believes that the Plan, as amended and as
currently operating, is in compliance with all applicable provisions of
the Internal Revenue Code.
-10-
<PAGE>
<PAGE>
SCHEDULE I
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
SEPTEMBER 1, 1998
-----------------
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- ---- -----
<S> <C> <C> <C>
None
The accompanying notes are an integral part of this schedule.
</TABLE>
-11-
<PAGE>
<PAGE>
SCHEDULE II
<TABLE>
THE ANGELICA CORPORATION
------------------------
SAVANNAH 401(k) PLAN
--------------------
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS<Fa>
-----------------------------------------------------
FOR THE EIGHT MONTHS ENDED SEPTEMBER 1, 1998
--------------------------------------------
<CAPTION>
Purchases Sales
----------------------- ---------------------------------------------------
Number of Purchase Number of Sales Cost of Gain/
Description of Asset Transactions Price Transactions Price Assets (Loss)
- -------------------- ------------ -------- ------------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
BT Pyramid Cash Investment
Fund<Fb> 108 $269,371 54 $269,371 $269,371 $ -
Angelica Savannah Union
Secured Promissory Notes
Variable Rates and
Maturities<Fb> 15 41,200 20 13,116 13,116 -
<FN>
<Fa> Represents transactions or a series of transactions in excess of
5% of the fair value of plan assets at the beginning of the year.
<Fb> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-
<PAGE>
<PAGE>
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Savannah 401(k)
Plan financial statements included in this Form 11-K, into the
Corporation's previously filed Registration Statement on Form S-8 File
No. 33-625.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 27, 1999
-13-
<PAGE>
Exhibit 99.4
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
--------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _______________
Commission file number 1-5674
-----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
MISSOURI PLANTS 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE>
<PAGE>
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6
Plan Benefits - September 1, 1998 and
December 31, 1997
Statement of Changes in Net Assets 7
Available for Plan Benefits - Eight
Months ended September 1, 1998
Notes to Financial Statements 8-10
Schedule I 11
Schedule II 12
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
MISSOURI PLANTS 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
TOGETHER WITH AUDITORS' REPORT
-3-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
-------------------------
MISSOURI PLANTS 401(k) PLAN
----------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits--September 1,
1998, and December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits for the
Eight Months Ended September 1, 1998
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--September 1, 1998
Schedule II: Item 27d - Schedule of 5% Reportable Transactions for
the Eight Months Ended September 1, 1998
-4-
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of The Angelica Corporation Missouri Plants 401(k) Plan
(the Plan) as of September 1, 1998, and December 31, 1997, and the
related statement of changes in net assets available for plan benefits
for the eight months ended September 1, 1998. These financial
statements and the schedules referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of September 1, 1998, and December 31, 1997, and
the changes in net assets available for plan benefits for the eight
months ended September 1, 1998, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosures under the Employee Retirement Income Security Act of 1974.
The fund information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
St. Louis, Missouri,
April 1, 1999
-5-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
<CAPTION>
December 31, 1997
----------------------------------------------------
Company Interest
September 1, Stock Mutual Income
1998 Total Fund Fund Fund
------------ -------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
Angelica Corporation Common Stock $ - $ 12,082 $ 12,082 $ - $ -
American Balanced Fund - 1,270 - 1,270 -
Washington Mutual Investors Fund - 47,463 - 47,463 -
Society National Bank MGD GIC Fund - 118,411 - - 118,411
Boatmen's BT Short-Term Investment
Fund - 11,782 193 366 11,223
Loans to participants - 7,819 - - 7,819
------- -------- -------- ------- --------
- 198,827 12,275 49,099 137,453
OTHER ASSETS:
Contributions receivable - 1,657 80 357 1,220
Interest and dividends receivable - 175 132 6 37
Loan payments receivable - 338 - - 338
------- -------- -------- ------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ - $200,997 $ 12,487 $49,462 $139,048
======= ======== ======== ======= ========
The accompanying notes are an integral part of these statements.
</TABLE>
-6-
<PAGE>
<PAGE>
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE EIGHT MONTHS ENDED SEPTEMBER 1, 1998
--------------------------------------------
<CAPTION>
Company Interest
Stock Mutual Income
Total Fund Fund Fund
--------- ------- -------- ---------
<S> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 16,885 $ 908 $ 3,618 $ 12,359
Interest income 5,435 13 40 5,382
Dividend income 796 260 536 -
Other additions 1,435 - 423 1,012
Interfund transfers - (1,081) 2,181 (1,100)
Net unrealized depreciation of investments (4,075) (1,634) (2,441) -
Net realized gain (loss) on sale of investments 386 (201) 587 -
--------- ------- -------- ---------
20,862 (1,735) 4,944 17,653
DEDUCTIONS-Participant withdrawals 25,384 978 3,189 21,217
--------- ------- -------- ---------
Net (decrease) increase (4,522) (2,713) 1,755 (3,564)
TRANSFER OF ASSETS TO THE ANGELICA
CORPORATION RETIREMENT SAVINGS PLAN (196,475) (9,774) (51,217) (135,484)
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
BEGINNING OF YEAR 200,997 12,487 49,462 139,048
--------- ------- -------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT
SEPTEMBER 1, 1998 $ - $ - $ - $ -
========= ======= ======== =========
The accompanying notes are an integral part of this statement.
</TABLE>
-7-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
-------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
SEPTEMBER 1, 1998, AND DECEMBER 31, 1997
----------------------------------------
1. DESCRIPTION OF PLAN:
--------------------
The following description of The Angelica Corporation Missouri Plants
401(k) Plan (the Plan) is provided for general information purposes
only. More complete information regarding the Plan's provisions may be
found in the plan document.
Termination
- -----------
Effective September 1, 1998, the Plan was merged into The Angelica
Corporation Retirement Savings Plan (the RSP Plan). All accounts in the
Plan were transferred to the trustee of the RSP Plan with individual
investments and plan elections for each participant remaining unchanged.
General
- -------
The Plan was adopted by the Board of Directors of Angelica Corporation
(the Company) to provide participants an opportunity to defer portions
of their earnings so as to provide supplementary retirement income and a
measure of economic security. The Company is the Plan Administrator and
the assets of the Plan are held in trust by Banker's Trust Company (the
Trustee).
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time union employees at the Company's Missouri
plants who have either (i) completed one year of service with the
Company and are age 21 or older or (ii) completed three years of
service, are eligible to participate in the Plan.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals.
Vesting
- -------
The salary deferral contributions of each participant's account are
fully vested and nonforfeitable at all times.
Benefits
- --------
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Any participants who have
suffered a hardship (as defined by the Internal Revenue Service and the
Plan) may also withdraw all or any portion of their account balances.
As of September 1, 1998, and December 31, 1997, the Plan had $-0- and
$2,774, respectively, in net assets available for plan benefits that had
been requested to be paid to terminated participants. Although not
shown separately in the accompanying financial statements, the liability
to terminated participants is shown separately on the Form 5500.
-8-
<PAGE>
<PAGE>
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Loans bear interest at the prime rate plus 1/2% at
the time the loan was made. All loans are secured by the participant's
account and are repayable in installments by payroll deductions.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant directs his or
her contributions to be invested in one or more of the investment
options below in increments of at least 10%. Such direction may
be revised by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common
Stock.
Mutual Fund
Participants may choose to invest in the Washington
Mutual Investors Fund and/or the American Balanced
Fund.
Interest Income Fund
This fund is invested in group annuity contracts with
Society National Bank.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based upon publicly stated price information. The "average
cost" method is used to determine the cost of securities sold.
Investments in group annuity contracts are stated at contract value,
which approximates fair value.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Gains and Losses on Sale of Investments
- ---------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net realized gains and losses on investments sold or
distributed and unrealized appreciation and depreciation of investments
based on the market value of the assets at the beginning of the plan
year or at the time of purchase during the year.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and
deductions from net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
-9-
<PAGE>
<PAGE>
3. INVESTMENTS:
------------
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of September 1, 1998, and December 31, 1997, are as
follows:
September 1, 1998:
None $ -
December 31, 1997:
Angelica Corporation Common Stock $ 12,082
Washington Mutual Investors Fund 47,463
Society National Bank MGD GIC Fund 118,411
Boatmen's BT Short-Term Investment Fund 11,782
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated October 6, 1992,
from the Internal Revenue Service stating that the Plan qualifies under
the Internal Revenue Code; as such, the Plan is exempt from federal
income tax, and amounts contributed by the employees are not taxable to
the participants until distributions from the Plan are made. The Plan
Administrator believes that the Plan, as amended and as currently
operating, is in compliance with all applicable provisions of the
Internal Revenue Code.
-10-
<PAGE>
<PAGE>
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
SEPTEMBER 1, 1998
-----------------
<TABLE>
<CAPTION>
Number of
Shares or
Principal Fair
Amount Cost Value
--------- ---- -----
<S> <C> <C> <C>
None
The accompanying notes are an integral part of this schedule.
</TABLE>
-11-
<PAGE>
<PAGE>
SCHEDULE II
<TABLE>
THE ANGELICA CORPORATION
------------------------
MISSOURI PLANTS 401(k) PLAN
---------------------------
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS<Fa>
-----------------------------------------------------
FOR THE EIGHT MONTHS ENDED SEPTEMBER 1, 1998
--------------------------------------------
<CAPTION>
Purchases Sales
------------------------- ------------------------------------------------
Number of Purchase Number of Sales Cost of
Description of Asset Transactions Price Transactions Price Assets Gain
-------------------- ------------ -------- ------------ ------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
BT Pyramid Cash Investment
Fund<Fb> 114 $84,773 57 $84,773 $84,773 $ -
<FN>
<Fa> Represents transactions or a series of transactions in excess of
5% of the fair value of plan assets at the beginning of the year.
<Fb> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
-12-<PAGE>
<PAGE>
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Missouri Plants
401(k) Plan financial statements included in this Form 11-K, into the
Corporation's previously filed Registration Statement on Form S-8 File
No. 33-45410.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 27, 1999
-13-
