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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended Commission File
October 28, 2000 Number 1-5674
ANGELICA CORPORATION
(Exact name of Registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 South Woods Mill Road
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(314) 854-3800
----------------------------------------------------
Former name, former address and former fiscal year
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of Registrant's Common Stock, par value
$1.00 per share, at December 1, 2000 was 8,582,268 shares.
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ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR OCTOBER 28, 2000 FORM 10-Q QUARTERLY REPORT
<TABLE>
<CAPTION>
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Third Quarter and Three Quarters Ended
October 28, 2000 and October 30, 1999 3
Consolidated Balance Sheets -
October 28, 2000 and January 29, 2000 4
Consolidated Statements of Cash Flows -
Three Quarters Ended October 28, 2000
and October 30, 1999 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-4
Exhibit A - Quarterly Report to
Shareholders 5
PART II. OTHER INFORMATION 6-10
</TABLE>
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ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED OCTOBER 28, 2000
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be
read in conjunction with the fiscal 2000 Annual Report, including
Notes to Financial Statements. However, it is the opinion of the
Company that all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results during the
interim period have been included.
(2) See Index to Financial Statements and Supporting Schedules on page 1.
Those pages of the Angelica Corporation and Subsidiaries Quarterly
Report to Shareholders for the quarter ended October 28, 2000, listed
in such index are incorporated herein by reference. The pages of the
Quarterly Report to Shareholders which are not listed on the index
and therefore not incorporated herein by reference are furnished for
the information of the Commission but are not to be deemed "filed" as
a part of this report. The Quarterly Report to Shareholders referred
to herein is located immediately following page 4 of this report.
(3) For purposes of the Consolidated Statements of Cash Flows, the
Company considers short-term, highly liquid investments which are
readily convertible into cash, as cash equivalents.
2
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ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED OCTOBER 28, 2000
Analysis of Operations
----------------------
Combined sales and textile service revenues increased 0.3 percent in the
third quarter ended October 28, 2000, but were down 3.3 percent in the
first three quarters of the year compared with prior year periods. This
is the first quarterly sales increase since the first quarter of fiscal
1999. Consolidated net income increased 205.8 percent and 21.2 percent
for the third quarter and first three quarters, respectively. Textile
Services segment revenues increased 1.7 percent in the third quarter,
the first quarterly revenue increase in nearly three years, as
investments made to revitalize the sales and marketing effort are
generating new business additions ahead of last year's pace. Earnings
of this segment increased 88.5 percent in the third quarter and 16.6
percent in the first three quarters as a result of better management of
linen costs and productivity improvements from installation of labor-
saving equipment, offset in part by sharply higher energy costs. Sales
of the Manufacturing and Marketing segment decreased 1.5 percent in the
third quarter and 6.9 percent in the first three quarters compared with
the same periods last year due largely to the lower level of large
customer rollout programs this year to date. Third quarter and first
three quarters earnings of this segment increased 28.8 percent and 0.6
percent, respectively, aided by improved gross margins from non-domestic
contract sourcing in the U.S. operations, and another strong quarter for
the recently combined Canadian operations. Life Retail Stores had a 2.1
percent increase in third quarter sales, as a result of a 4.5 percent
same-store sales increase, offset by having 19 fewer stores than last
year. During the third quarter, Life successfully entered the catalogue
and e-commerce distribution channels. Earnings decreased 11.6 percent
for the quarter and 34.8 percent for the first three quarters compared
to prior year periods. The cost of entering the new distribution
channels has negatively affected short-term earnings, and the sales
increase of 2.6 percent in the first three quarters was insufficient to
overcome increases in wages and other costs.
Selling, general and administrative expenses increased 4.8 percent in
the third quarter compared with the same period last year. These
expenses increased as a percent of combined sales and textile service
revenues from 24.1 percent to 25.2 percent in the third quarter. The
decline in sales in the Manufacturing and Marketing segment, the planned
increases in sales efforts in the Textile Services segment and
relocation of the Textile Services administrative offices contributed to
this increase. Third quarter consolidated results continued to benefit
from lower interest expense as a result of lower debt balances and from
increased interest income due to higher cash balances.
Financial Condition
-------------------
The Company had working capital of $150,701,000 and a current ratio of
3.9 to 1 at October 28, 2000, compared with $142,504,000 and 3.9 to 1 a
year ago and up from $141,122,000 and 3.9 to 1 at the beginning of the
year. The ratio of long-term debt to debt-plus-equity was 34.4 percent
at the close of the quarter, down from 35.1 percent a year ago and 35.0
percent at the beginning of the year.
3
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Operating activities provided a total cash flow of $15,216,000 in the
first three quarters compared with $20,201,000 in the first three
quarters last year. This decrease is primarily due to increases in
inventories at the Manufacturing and Marketing segment for large program
rollouts scheduled for later in the fiscal year and at the Life Stores
segment to support the entry into the catalogue and e-commerce markets.
Cash used in investing activities was $1,879,000 compared with cash used
a year ago of $2,118,000. Capital expenditures have increased $2,000,000
in the current year, primarily for labor-saving equipment in the Textile
Services segment, offset by an increase in disposals of businesses and
property of $1,733,000, reflecting the sale-leaseback of a divisional
headquarters building in the third quarter. Cash flows used in
financing activities reflect normal sinking fund payments of long-term
debt, payment of dividends and repurchase of stock. Cash and short-term
investments totaled $22,393,000 at October 28, 2000, up from $14,260,000
a year ago and $15,651,000 at the beginning of the year. No material
change in the Company's future aggregate cash requirements is foreseen
at the present time.
Based on the Company's cash generation from operations, as well as its
strong working capital position, current ratio and ratio of long-term
debt to debt-plus-equity, Management believes that internal funds
available from operations plus external funds available from the
issuance of additional debt and/or equity as needed in the future, will
be sufficient for all planned operating and capital requirements,
including acquisitions.
Forward-Looking Statements
--------------------------
Any forward-looking statements made in this document reflect the
Company's current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements are
subject to certain risks and uncertainties that may cause actual results
to differ materially from those set forth in these statements. These
potential risks and uncertainties include, but are not limited to,
competitive and general economic conditions, the ability to retain
current customers and to add new customers in competitive market
environments, competitive pricing in the marketplace, delays in the
shipment of orders, availability of labor at appropriate rates,
availability and cost of energy and water supplies, availability of non-
domestic image apparel contractors to manufacture and deliver at an
appropriate cost and in a timely manner, the ability to attract and
retain key personnel, unusual or unexpected cash needs for operations or
capital transactions, and other factors which may be identified in the
Company's filings with the Securities and Exchange Commission.
4
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EXHIBIT A
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Tel: 314-854-3800
Angelica [logo] Fax: 314-854-3890
November 16, 2000
Dear Shareholder:
Third quarter earnings of $.23 per share were measurably better than $.07
per share in the third quarter last year. We are encouraged by this increase
but are disappointed that lower than expected Image Apparel sales and higher
than expected energy and labor costs negatively affected our ability to
improve quarterly results more substantially, given that last year's third
quarter financial performance was very weak.
Third quarter combined sales and textile service revenues were
$116,933,000, up 0.3 percent from $116,578,000 in last year's third quarter.
This is the first quarterly sales increase, albeit small, in ten quarters.
Pretax income increased substantially, $3,165,000 versus $1,051,000 in the
same period last year, and third quarter net income of $1,994,000 compared
with $652,000 last year. For the first three quarters of fiscal 2001,
combined sales and textile service revenues were 3.3 percent lower at
$341,831,000 compared with $353,497,000 in the same period last year.
However, pretax income rose to $8,536,000 from $7,158,000 last year, and net
income increased 21.2 percent to $5,378,000 compared with $4,438,000 in last
year's first three quarters. Earnings per share for the three quarters were
$.62 compared with $.51 in last year's first three quarters, an increase of
21.6 percent.
Revenues in the Textile Services segment in the third quarter were
$61,159,000 or 1.7 percent higher than the $60,139,000 last year. The
investments made to revitalize the sales and marketing effort are continuing
to be effective, and the difficult decisions made last year to combat margin
erosion which precipitated sales declines have proven to be the correct
strategy. This is the first quarter in almost three years where revenues
were higher than the comparable prior quarter. The annualized volume of new
business signed in the first three quarters was more than double the losses
of existing business in the same time period and nearly 40 percent higher
than new business additions in the first three quarters last year. Operating
earnings for the quarter increased 88.5 percent compared with the year ago
period, rising to $3,133,000 from $1,662,000. This is despite extraordinary
increases in electricity and natural gas costs which, for the most part, we
are finding difficult to pass along to our customers due to contract
conditions. (It should be noted that new contracts are being written keeping
in mind the need to pass along uncontrollable cost increases.) Earnings
continue to benefit from better management of linen costs and improved
productivity from our investments in labor-saving equipment. With the
improvements being experienced in results of the Textile Services segment,
we are now prepared to consider selective acquisitions and internal
expansion where appropriate. Product and service quality has improved
throughout this segment. It is essential that we continue to increase
operating margins in this business in order to be a positive partner with
major hospitals and our many other customers for the future.
At Manufacturing and Marketing, our bookings are gradually increasing and
the sales decline relative to the comparable prior year was lower in the
third quarter than it had been in either the second or first quarter this
year. Third quarter sales of $37,713,000 were 1.5 percent below prior year's
sales of $38,274,000. Despite a lower cost position resulting from improved
manufacturing and sourcing of our products, as well as improved customer
service, it is taking longer than expected for us to regain market share.
While we had expected large program rollouts to be a bigger factor in the
third quarter, some have been delayed, and sales from these programs are
expected to add to the top line in the fourth quarter this year and the
first quarter next year. Third quarter earnings increased significantly,
however, from $1,553,000 last year to $2,000,000 this year, an increase of
28.8 percent. In addition to improved margins due to better sourcing,
earnings benefited from the recently combined two
www.angelica-corp.com
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Canadian operations of this segment having another excellent quarter. The
quarter also marked a successful entry into the school uniform program this
year, and we are planning to grow revenues in this important new market in
fiscal 2002.
In the third quarter, sales of Life Retail Stores increased slightly to
$24,876,000 from $24,372,000 in the same period last year. Life had a
same-store sales increase of 4.5 percent in a relatively weak apparel retail
environment. The month of October was the fourteenth month in a row where
same-store sales have increased. We have 285 stores in operation compared to
304 stores this time last year, which had the effect of largely offsetting
the same-store sales increase. Earnings of $1,248,000 for the third quarter
were 11.6 percent below earnings of $1,411,000 in the third quarter last
year, but dramatically higher than the $146,000 earned in the second quarter
this year. During the third quarter, we successfully entered the catalogue
and e-commerce distribution channels. We were especially pleased that these
entries actually added to traffic in our stores. While short-term earnings
are negatively affected by the cost of entering the catalogue and e-commerce
distribution channels, long-term sales and earnings will benefit. Life
Retail now offers quality, fashion healthcare apparel in four significant
distribution channels: retail stores, on-the-job shopping events, catalogues
and e-commerce. Life Retail has also reduced its cost of goods through
astute purchasing and has increased margins, yet at the same time reduced
prices for their customers. We are planning to open thirteen new stores over
the next six months. Five of these will be in the Boston metropolitan area
where we, and the marketplace, are under-represented in healthcare apparel
retail stores. By entering new distribution channels, opening new stores,
continuing growth in same-store sales and better cost management, this
segment is expected to add more value in the future.
Third quarter consolidated earnings also benefited from interest income on
higher cash balances as well as lower interest expense. Operating cash flow
for the first three quarters was $15,216,000, and we ended the period with
$22,393,000 cash on hand. Also during the quarter, we repurchased another
45,000 shares of our stock under the previously announced program
authorizing the repurchase of up to 2,000,000 shares over three years. We
have repurchased a total of 95,600 shares so far this year and expect to buy
additional shares in the remainder of the year.
In summary, we are pleased to report an increase in earnings for the third
quarter, following a similar impressive increase in the second quarter. We
are confident that fiscal 2001 results will significantly exceed fiscal 2000
results, and we believe that we have the foundation for even better results
next year. Our goal to add shareholder value is still enthusiastically held
by all of the management teams and associates throughout your Company.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and
Chief Executive Officer
<PAGE>
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CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Third Quarter Ended Three Quarters Ended
--------------------------- ---------------------------
October 28, October 30, October 28, October 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Textile service revenues $ 61,159 $ 60,139 $181,770 $185,453
Net sales 55,774 56,439 160,061 168,044
-------- -------- -------- --------
116,933 116,578 341,831 353,497
-------- -------- -------- --------
Cost of textile services 49,201 49,745 145,017 149,634
Cost of goods sold 32,889 34,877 95,581 104,823
-------- -------- -------- --------
82,090 84,622 240,598 254,457
-------- -------- -------- --------
Gross profit 34,843 31,956 101,233 99,040
-------- -------- -------- --------
Selling, general and
administrative expenses 29,494 28,140 86,250 84,006
Interest expense 2,060 2,147 6,221 6,479
Other expense, net 124 618 226 1,397
-------- -------- -------- --------
31,678 30,905 92,697 91,882
-------- -------- -------- --------
Income before income taxes 3,165 1,051 8,536 7,158
Provision for income taxes 1,171 399 3,158 2,720
-------- -------- -------- --------
Net income $ 1,994 $ 652 $ 5,378 $ 4,438
======== ======== ======== ========
Basic and diluted earnings per share * $ 0.23 $ 0.07 $ 0.62 $ 0.51
======== ======== ======== ========
Dividends per common share $ 0.08 $ 0.24 $ 0.40 $ 0.72
======== ======== ======== ========
</TABLE>
Comprehensive income consists of net income and foreign currency translation
adjustments, totaling $1,779 and $870 for the quarters ended October 28,
2000 and October 30, 1999, respectively, and $5,019 and $5,048 for the three
quarters ended October 28, 2000 and October 30, 1999, respectively.
Certain amounts in the prior year have been reclassified to conform to
current year presentation.
[FN]
* Based upon weighted average number of common and common equivalent shares
outstanding of 8,698,133 and 8,699,906 for fiscal periods of 2001 and 2000,
respectively.
<PAGE>
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CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
October 28, January 29,
2000 2000
----------- -----------
<S> <C> <C>
ASSETS
------
Current Assets:
Cash and short-term investments $ 22,393 $ 15,651
Receivables, less reserve of $3,755 and $2,792 56,556 55,700
Inventories:
Raw material 23,391 20,377
Work in progress 3,798 4,446
Finished goods 58,340 55,182
--------- ---------
85,529 80,005
Linens in service 31,310 33,075
Prepaid expenses 4,183 4,423
Income taxes 2,632 458
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Total Current Assets 202,603 189,312
--------- ---------
Property and Equipment 201,565 210,308
Less -- reserve for depreciation 117,356 118,121
--------- ---------
84,209 92,187
--------- ---------
Goodwill 5,447 5,765
Other acquired assets 3,111 4,575
Cash surrender value of life insurance 21,714 20,954
Miscellaneous 5,418 6,802
--------- ---------
35,690 38,096
--------- ---------
Total Assets $ 322,502 $ 319,595
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 2,677 $ 3,026
Accounts payable 24,613 23,535
Accrued expenses 24,612 21,629
--------- ---------
Total Current Liabilities 51,902 48,190
--------- ---------
Long-Term Debt, less current maturities 86,276 87,916
Other Long-Term Obligations 20,140 20,077
Shareholders' Equity:
Preferred Stock:
Class A, Series 1, $1 stated value,
authorized 100,000 shares, outstanding: None -- --
Class B, authorized 2,500,000 shares, outstanding: None -- --
Common stock, $1 par value, authorized 20,000,000
shares, issued: 9,471,538 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 168,155 166,574
Accumulated other comprehensive income (2,058) (1,699)
Common Stock in treasury, at cost: 879,270 and 795,856 (15,581) (15,131)
--------- ---------
164,184 163,412
--------- ---------
Total Liabilities and Shareholders' Equity $ 322,502 $ 319,595
========= =========
</TABLE>
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
Three Quarters Ended
----------------------------
October 28, October 30,
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 5,378 $ 4,438
Non-cash items included in net income:
Depreciation 9,857 10,222
Amortization of acquisition costs 1,782 2,331
Change in working capital components,
net of businesses acquired/disposed of (2,488) 3,707
Other, net 687 (497)
-------- --------
Net cash provided by operating activities 15,216 20,201
-------- --------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (7,353) (5,354)
Cost of businesses acquired -- (505)
Disposals of businesses and property 5,474 3,741
-------- --------
Net cash used in investing activities (1,879) (2,118)
-------- --------
Cash Flows from Financing Activities:
Long-term debt repayments (1,989) (4,686)
Dividends paid (3,469) (6,246)
Repurchase of stock (822) (360)
Other, net (315) 593
-------- --------
Net cash used in financing activities (6,595) (10,699)
-------- --------
Net increase in cash and short-term investments 6,742 7,384
Balance at beginning of year 15,651 6,876
-------- --------
Balance at end of period $ 22,393 $ 14,260
======== ========
Supplemental cash flow information:
Income taxes paid $ 4,642 $ 1,389
Interest paid $ 5,488 $ 6,764
</TABLE>
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BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
Third Quarter Ended Three Quarters Ended
------------------------------- -------------------------------
October 28, October 30, October 28, October 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales and textile service revenues:
Textile Services $ 61,159 $ 60,139 $ 181,770 $ 185,453
Manufacturing and Marketing 37,713 38,274 110,433 118,624
Retail Sales 24,876 24,372 69,521 67,753
Intersegment sales (6,815) (6,207) (19,893) (18,333)
--------- --------- --------- ---------
$ 116,933 $ 116,578 $ 341,831 $ 353,497
========= ========= ========= =========
Earnings:
Textile Services $ 3,133 $ 1,662 $ 11,357 $ 9,740
Manufacturing and Marketing 2,000 1,553 5,251 5,220
Retail Sales 1,248 1,411 1,938 2,972
Interest, corporate expenses and other, net (3,216) (3,575) (10,010) (10,774)
--------- --------- --------- ---------
$ 3,165 $ 1,051 $ 8,536 $ 7,158
========= ========= ========= =========
</TABLE>
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
<TABLE>
<CAPTION>
Three Quarters Ended
------------------------------
October 28, October 30,
2000 1999
----------- -----------
<S> <C> <C>
Working capital $ 150,701 $ 142,504
Current ratio 3.9 to 1 3.9 to 1
Long-term debt $ 86,276 $ 88,927
Shareholders' equity $ 164,184 $ 164,684
Percent long-term debt to debt and equity 34.4% 35.1%
Equity per common share $ 19.11 $ 18.98
Common shares outstanding 8,592,268 8,675,781
</TABLE>
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Forward-Looking Statements:
Any forward-looking statements made in this document reflect the Company's
current views with respect to future events and financial performance and
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks
and uncertainties that may cause actual results to differ materially from
those set forth in these statements. These potential risks and uncertainties
include, but are not limited to, competitive and general ecomomic
conditions, the ability to retain current customers and to add new customers
in competitive market environments, competitive pricing in the marketplace,
delays in the shipment of orders, availability of labor at appropriate
rates, availability and cost of energy and water supplies, availability of
non-domestic image apparel contractors to manufacture and deliver at an
appropriate cost and in a timely manner, the ability to attract and retain
key personnel, unusual or unexpected cash needs for operations or capital
transactions, and other factors which may be identified in the Company's
filings with the Securities and Exchange Commission.
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PART II. OTHER INFORMATION
Item 6. Exhibit and Reports on Form 8-K
---------------------------------------
(a) See Exhibit Index included herein on pages 7-10.
(b) Reports on Form 8-K - A report on Form 8-K was furnished under
Item 9 on November 22, 2000, containing the Quarterly Report to
Shareholders dated November 16, 2000 and mailed to Shareholders
on November 22, 2000 as an exhibit, pursuant to Regulation FD.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Angelica Corporation
--------------------
(Registrant)
Date: December 6, 2000 /s/ T. M. Armstrong
--------------------------------
T. M. Armstrong
Senior Vice President -
Finance and Administration
Chief Financial Officer
(Principal Financial Officer)
/s/ James W. Shaffer
--------------------------------
James W. Shaffer
Vice President and Treasurer
(Principal Accounting Officer)
6
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EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------ -------
*Asterisk indicates exhibits filed herewith.
**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.**
3.2 Current By-Laws of the Company, as last amended February 29,
2000. Filed as Exhibit 3.2 to Form 10-K for the fiscal year
ended January 29, 2000.**
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit
1 to Registration Statement on Form 8-A on August 28, 1998.**
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.**
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.**
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.**
Note: No other long-term debt instrument issued by the
Registrant exceeds 10% of the consolidated total assets of
the Registrant and its subsidiaries. In accordance with
Item 601(b) (4) (iii) (A) of Regulation S-K, the
Registrant will furnish to the Commission upon request
copies of long-term debt instruments and related
agreements.
10.1 Angelica Corporation 1994 Performance Plan (as amended 1/31/95).
Filed as Exhibit 10.1 to the Form 10-K for fiscal year ended
January 28, 1995.**
10.2 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
7
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<PAGE>
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.**
10.3 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.**
10.4 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to
the Form 10-K for fiscal year ended February 1, 1992.**
10.5 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.**
10.6 Angelica Corporation Supplemental Plan, restated as of September
1, 2000.*
10.7 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.**
10.8 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.**
10.9 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1, 1992.**
10.10 Management Retention Trust. Filed as Exhibit 19.4 to the Form
10-K for fiscal year ended February 1, 1992.**
10.11 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.**
10.12 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January 26,
1991.**
10.13 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.**
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10.14 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.**
10.15 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through August 1, 1999). Filed
as Exhibit 10.16 to Form 10-K for the fiscal year ended January
29, 2000.**
10.16 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.**
10.17 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.**
10.18 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.**
10.19 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 one of the Company's
executive officers, together with schedule identifying the
officer and setting forth the material details in which the
agreement differs 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.**
10.20 Specimen form of Stock Option Agreement under the Angelica
Corporation 1999 Performance Plan. Filed as Exhibit 10.21 to
Form 10-K for the fiscal year ended January 29, 2000.**
10.21 Form of Indemnification Agreement between the Company and each
of its directors and executive officers (filed as Exhibit 10.22
to Form 10-K for fiscal year ended January 30, 1999), with a
schedule identifying the directors and current executive
officers executing such agreements.**
10.22 Employment Agreement between the Company and Theodore M.
Armstrong, dated January 1, 2000. Filed as Exhibit 10.23 to Form
10-K for the fiscal year ended January 29, 2000.**
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10.23 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.**
10.24 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.**
10.25 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.**
10.26 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.**
10.27 Employment Agreement between the Company and Charles D. Molloy,
Jr., dated October 1, 1999. Filed as Exhibit 10.29 to the Form
10-Q for fiscal quarter ended October 30, 1999.**
10.28 Employment Agreement between the Company and Steven L. Frey,
dated March 1, 1999. Filed as Exhibit 10.34 to the Form 10-K for
fiscal year ended January 30, 1999.**
10.29 Angelica Corporation 1999 Performance Plan. Filed as Appendix A
of the Company's Proxy Statement for the Annual Meeting of
Shareholders held May 25, 1999.**
10.30 Employment Agreement between the Company and Denis R. Raab,
dated August 23, 1999. Filed as Exhibit 10.32 to the Form 10-Q
for fiscal quarter ended October 30, 1999.**
10.31 Employment Agreement between the Company and Daniel J. Westrich,
dated October 1, 1999. Filed as Exhibit 10.33 to the Form 10-Q
for fiscal quarter ended October 30, 1999.**
10.32 Employment Agreement between the Company and James W. Shaffer,
dated October 1, 1999. Filed as Exhibit 10.34 to the Form 10-Q
for fiscal quarter ended October 30, 1999.**
10.33 Employment Agreement between the Company and Edward P. Ryan,
dated November 5, 1999. Filed as Exhibit 10.33 to the Form 10-Q
for fiscal quarter ended April 29, 2000.**
10.34 Nineteenth Amendment to Angelica Corporation Retirement Savings
Plan.*
27 Financial Data Schedule*
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