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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
July 29, 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 September 1, 2000 was 8,637,268 shares.
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ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR JULY 29, 2000 FORM 10-Q QUARTERLY REPORT
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Second Quarter and First Half Ended
July 29, 2000 and July 31, 1999 3
Consolidated Balance Sheets -
July 29, 2000 and January 29, 2000 4
Consolidated Statements of Cash Flows -
First Half Ended July 29, 2000
and July 31, 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 6-11
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ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED JULY 29, 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 July 29,
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 5 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 JULY 29, 2000
Analysis of Operations
----------------------
Combined sales and textile service revenues decreased 2.6 percent in the
second quarter ended July 29, 2000, and were down 5.1 percent in the
first half of the year compared with prior year periods. Textile
Services segment revenues decreased 1.4 percent and 3.8 percent for the
second quarter and first half periods, respectively, primarily due to
the lingering effects of the higher than normal loss of existing
customers in the prior year as well as the closing of underperforming
plants. Earnings of this segment increased 30.2 percent in the second
quarter and 1.8 percent in the first half as a result of better
management of linen costs, some productivity improvements from
installation of labor saving equipment, and the closing of
underperforming operations. Sales of the Manufacturing and Marketing
segment decreased 5.1 percent in the second quarter and 9.5 percent in
the first half compared with the same periods last year due to the lower
level of large customer rollout programs in this year's first half.
Second quarter earnings increased 9.8 percent, aided by better gross
margins from non-domestic contract sourcing in the U.S. operations, and
a strong quarter for the Canadian operations. Earnings in the first half
decreased 11.3 percent primarily due to the decline in revenues. Life
Retail Stores had a 0.5 percent increase in second quarter sales, as a
result of a 3.8 percent same-store sales increase, offset by having 20
fewer stores than last year. Earnings decreased 78.4 percent, as the
sales increase was insufficient to overcome normal cost increases.
Selling, general and administrative expenses increased 1.4 percent in
the second quarter compared with the same period last year. These
expenses increased as a percent of combined sales and textile service
revenues from 23.9 percent to 24.9 percent in the second quarter. The
declines in sales and revenues in the Manufacturing and Marketing and
Textile Services segments and the planned increases in sales efforts in
the Textile Services segment have contributed to this increase. Second
quarter consolidated results also benefited from lower interest expense
as a result of lower debt balances and increased interest income.
Financial Condition
-------------------
The Company had working capital of $146,174,000 and a current ratio of
4.0 to 1 at July 29, 2000, compared with $142,112,000 and 4.0 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 34.5 percent
at the close of the quarter, down from 34.9 percent a year ago and 35.0
percent at the beginning of the year.
Operating activities provided a total cash flow of $9,974,000 in the
first half compared with $12,299,000 in the first half last year, with
the decrease primarily due to increases in inventories at the
Manufacturing and Marketing segment for large program rollouts scheduled
to begin in the second half of the fiscal year and at the Life Store
segment to support the entry into the catalogue and e-commerce markets
in September. Cash used in investing activities was
3
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$2,050,000 compared with cash provided a year ago of $496,000. The
difference is due to increased capital expenditures of $1,000,000 in the
current year first half, primarily for labor saving equipment in the
Textile Services segment, and a decrease in disposals of businesses and
property of $1,853,000. Cash flows used in financing activities reflect
normal sinking fund payments of long-term debt and the payment of
dividends. No material change in the Company's future aggregate cash
requirements is foreseen at the present time.
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 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 and financial resources. These forward-looking
statements are subject to certain risks and uncertainties, including
delays in the shipment of backlogs or unusual or unexpected cash needs
for operations or capital transactions, 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 ability to retain current customers and to add new
customers in competitive market environments, the achievement of
operating efficiencies and optimizing costs without deterioration in
customer service.
4
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EXHIBIT A
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
[Angelica logo] Chesterfield, Missouri 63017-3406
Tel: 314.854.3800
Fax: 314.854.3890
August 17, 2000
Dear Shareholder:
Second quarter earnings of $.21 per share are measurably better than for
the second quarter last year at $.15 per share. While this 40 percent
increase is encouraging, we believe we can still do better. Our
turnaround is clearly progressing, but not as rapidly as we would like.
We are continuing to focus on adding profitable new business and
retaining those accounts that are adding value to Angelica, and we look
for further improvement in our results.
Combined sales and textile service revenues decreased 2.6 percent to
$112,739,000 in this year's second quarter compared with $115,788,000
last year. Pretax income was $2,868,000 in the quarter compared with
$2,090,000 last year. Net income increased 39.5 percent to $1,807,000
from $1,295,000 in the comparable prior period. For the first half of
this year, combined sales and textile service revenues were $224,898,000
compared with $236,920,000 in last year's first half, a decrease of 5.1
percent. Pretax income of $5,371,000 compared with $6,107,000 in the
prior year's first half, and net income was $3,384,000 versus $3,786,000
in the same period last year. Earnings per share in the first half this
year were $.39 compared with $.44 last year, a decrease of 11.4 percent.
Revenues in the Textile Services segment in the second quarter were
$59,920,000 or 1.4 percent lower than revenues of $60,790,000 last year.
Operating earnings, however, increased 30.2 percent in this year's
second quarter compared with the year ago period, rising to $3,868,000
from $2,971,000. The operating earnings increase resulted from better
management of linen costs, closing of underperforming operations earlier
in the year, and some improvement in productivity as a result of
installation of labor-saving equipment at many of our plants.
The Manufacturing and Marketing segment's sales for the second quarter
were $37,777,000 compared with $39,809,000 or 5.1 percent below last
year. However, second quarter sales exceeded sales in the first quarter
this year by 8.1 percent, so we are moving in the right direction. Core
business is increasing, modestly, but we have yet to experience much of
the impact of the large rollout programs planned for the year. We
expect to achieve sales increases in the third quarter and strong sales
increases in the fourth quarter compared to the preceding year from the
rollouts. Second quarter operating earnings of $2,055,000 were 9.8
percent above last year's level of $1,872,000 and up significantly from
the first quarter of this year. The Sally Fourmy division in Canada had
excellent second quarter results, contributing handsomely to the
operating earnings of this segment for the quarter. Margins also
continued to improve as a result of more optimal sourcing of our
products.
In the second quarter, Life Retail Stores had a same-store sales
increase of 3.8 percent. Although lower than the 7.7 percent increase
achieved in the first quarter this year, this is the sixth quarter in a
row where same-store sales have increased. We believe the second
quarter was affected by recent weakness in the retail sector overall.
Further, due to fewer stores in operation this year resulting from more
aggressive practices in closing underperforming stores, sales for this
segment increased only 0.5 percent to $21,355,000 from $21,244,000 in
the comparable quarter of last year. We will be opening thirteen new
stores in the last half of the year, and these will provide additional
revenue as they open. Our first major catalogue will be mailed in
September, and our internet distribution channel will be brought on-line
simultaneously. We estimate that 25 percent of the purchases of
healthcare apparel by
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nurses and other healthcare professionals are done in these two
distribution channels. With Life's 288-store network plus a catalogue
and e-commerce offering, we will be accessing the full market potential
for the first time and are expecting sizable sales increases.
Interest expense declined 4.2 percent in the second quarter versus last
year, reflecting lower debt, and results also benefited from increased
interest income on cash balances. Cash flow remained strong in the
quarter, and we ended the period with a cash balance of $18,435,000. We
have taken the first step in our announced program to repurchase
2,000,000 shares of our stock over the next three years by purchasing
50,600 shares in the second quarter. We plan to purchase additional
shares in the remainder of this fiscal year, keeping in mind that we do
not want to trigger the requirement to repay long-term debt at a penalty
if net worth falls below $160,000,000.
It appears that some of the weakness in sales growth of Angelica Image
Apparel, the U.S. operations of the Manufacturing and Marketing segment,
resulted from the strategic alternatives process that we experienced in
the second half of last fiscal year. Fortunately, our improved gross
margins achieved through more effective sourcing have helped us overcome
some of the negative factors of weak top-line growth. As mentioned
above, forecasted sales growth for the third and fourth quarters in this
segment is encouraging. The combining of the two Canadian operations
will be completed in the third quarter, which will reduce our costs
there as well as improve our sales and marketing effectiveness.
We are continuing to reinvest aggressively at Textile Services to
improve productivity. Entry level labor continues to be very difficult
to attract, and we simply must reduce labor dependency to reduce costs
and provide more stability. Certainly our renewed focus on the customer
has helped to add new business, as more new business was added this July
than in any month in our history. We are also committed to continue our
efforts to demonstrate to large hospitals that it is in their financial
interests to outsource their linen processing and linen management needs
to us.
We believe that Life Retail will improve sales and earnings in the
future as a consequence of offering value to our customers in the three
distinct marketing channels of retail stores, catalogues and e-commerce.
Life is already able to offer better value through more astute
purchasing practices which have been developed over the last year.
In summary, we are pleased to report an increase in earnings for the
quarter, but displeased that the percentage increase was not higher. We
also know we must achieve revenue increases in each of our segments in
order to add the value that we want for the shareholder. The final two
quarters of this year should show very favorable comparisons to prior
year quarters, partly because those were weak quarters and partly
because we expect our performance to continue improving. Our goal is to
add value to the shareholder through effective and efficient management
of our three business segments.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and
Chief Executive Officer
<PAGE>
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<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
<CAPTION>
Second Quarter Ended First Half Ended
------------------------ -----------------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Textile service revenues $ 59,920 $ 60,790 $ 120,611 $ 125,313
Net sales 52,819 54,998 104,287 111,607
--------- --------- --------- ---------
112,739 115,788 224,898 236,920
--------- --------- --------- ---------
Cost of textile services 47,947 49,018 95,816 99,889
Cost of goods sold 31,882 34,590 62,692 69,946
--------- --------- --------- ---------
79,829 83,608 158,508 169,835
--------- --------- --------- ---------
Gross profit 32,910 32,180 66,390 67,085
--------- --------- --------- ---------
Selling, general and
administrative expenses 28,028 27,630 56,756 55,866
Interest expense 2,069 2,161 4,161 4,332
Other (income) expense, net (55) 299 102 780
--------- --------- --------- ---------
30,042 30,090 61,019 60,978
--------- --------- --------- ---------
Income before income taxes 2,868 2,090 5,371 6,107
Provision for income taxes 1,061 795 1,987 2,321
--------- --------- --------- ---------
Net income $ 1,807 $ 1,295 $ 3,384 $ 3,786
========= ========= ========= =========
Basic and diluted earnings per share <F*> $ 0.21 $ 0.15 $ 0.39 $ 0.44
========= ========= ========= =========
Dividends per common share $ 0.08 $ 0.24 $ 0.32 $ 0.48
========= ========= ========= =========
</TABLE>
Comprehensive income consisting of net income and foreign currency
translation adjustments, totaled $1,820 and $1,142 for the quarters
ended July 29, 2000 and July 31, 1999, respectively; and $3,240 and
$4,178 for the first halves ended July 29, 2000 and July 31, 1999,
respectively.
Certain amounts in the prior year have been reclassified to conform to
current year presentation.
[FN]
<F*> Based upon weighted average number of common and common equivalent
shares outstanding of 8,710,485 and 8,693,718 for fiscal periods of 2001
and 2000, respectively.
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<TABLE>
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
July 29, January 29,
2000 2000
-------- -----------
<S> <C> <C>
ASSETS
------
Current Assets:
Cash and short-term investments $ 18,435 $ 15,651
Receivables, less reserve of $3,467 and $2,792 55,644 55,700
Inventories:
Raw material 24,746 20,377
Work in progress 3,688 4,446
Finished goods 54,948 55,182
-------- --------
83,382 80,005
Linens in service 30,916 33,075
Prepaid expenses 3,904 4,423
Income taxes 2,588 458
-------- --------
Total Current Assets 194,869 189,312
-------- --------
Property and Equipment 209,333 210,308
Less -- reserve for depreciation 121,677 118,121
-------- --------
87,656 92,187
-------- --------
Goodwill 5,553 5,765
Other acquired assets 3,592 4,575
Cash surrender value of life insurance 21,469 20,954
Miscellaneous 5,211 6,802
-------- --------
35,825 38,096
-------- --------
Total Assets $318,350 $319,595
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 2,790 $ 3,026
Accounts payable 23,618 23,535
Accrued expenses 22,287 21,629
-------- --------
Total Current Liabilities 48,695 48,190
-------- --------
Long-Term Debt, less current maturities 86,287 87,916
Other Long-Term Obligations 19,847 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 166,884 166,574
Accumulated other comprehensive income (1,842) (1,699)
Common Stock in treasury, at cost: 833,481 and 795,856 (15,189) (15,131)
-------- --------
163,521 163,412
-------- --------
Total Liabilities and Shareholders' Equity $318,350 $319,595
======== ========
</TABLE>
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<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
First Half Ended
-------------------------------
July 29, 2000 July 31, 1999
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 3,384 $ 3,786
Non-cash items included in net income:
Depreciation 6,581 6,727
Amortization of acquisition costs 1,195 1,604
Change in working capital components,
net of businesses acquired/disposed of (2,032) 765
Other, net 846 (583)
------- -------
Net cash provided by operating activities 9,974 12,299
------- -------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (3,938) (2,937)
Cost of businesses acquired - (308)
Disposals of businesses and property 1,888 3,741
------- -------
Net cash (used in) provided by investing activities (2,050) 496
------- -------
Cash Flows from Financing Activities:
Long-term debt repayments (1,865) (4,561)
Dividends paid (2,778) (4,164)
Repurchase of stock (416) (360)
Other, net (81) 388
------- -------
Net cash used in financing activities (5,140) (8,697)
------- -------
Net increase in cash and short-term investments 2,784 4,098
Balance at beginning of year 15,651 6,876
------- -------
Balance at end of period $18,435 $10,974
======= =======
Supplemental cash flow information:
Income taxes paid $ 3,318 $ 445
Interest paid $ 3,667 $ 4,453
</TABLE>
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<TABLE>
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
Second Quarter Ended First Half Ended
------------------------- ------------------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales and textile service revenues:
Textile Services $ 59,920 $ 60,790 $ 120,611 $ 125,313
Manufacturing and Marketing 37,777 39,809 72,720 80,350
Retail Sales 21,355 21,244 44,646 43,381
Intersegment sales (6,313) (6,055) (13,079) (12,124)
---------- ---------- ---------- ----------
$ 112,739 $ 115,788 $ 224,898 $ 236,920
========== ========== ========== ==========
Earnings:
Textile Services $ 3,868 $ 2,971 $ 8,224 $ 8,078
Manufacturing and Marketing 2,055 1,872 3,251 3,667
Retail Sales 146 677 689 1,561
Interest, corporate expenses and other, net (3,201) (3,430) (6,793) (7,199)
---------- ---------- ---------- ----------
$ 2,868 $ 2,090 $ 5,371 $ 6,107
========== ========== ========== ==========
</TABLE>
<TABLE>
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
<CAPTION>
First Half Ended
-------------------------
July 29, July 31,
2000 1999
---------- ----------
<S> <C> <C>
Working capital $ 146,174 $ 142,112
Current ratio 4.0 to 1 4.0 to 1
Long-term debt $ 86,287 $ 89,052
Shareholders' equity $ 163,521 $ 165,909
Percent long-term debt to debt and equity 34.5% 34.9%
Equity per common share $ 18.93 $ 19.12
Common shares outstanding 8,638,057 8,676,334
</TABLE>
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PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders
---------------------------------------------
At the Annual Meeting of Shareholders held on May 23, 2000, the only
matter submitted to a vote of shareholders was the election of
Directors.
The following directors were elected, each to hold office until the
Annual Meeting to be held in 2003, or until a successor is elected and
has qualified or until his or her earlier death, resignation or removal.
Votes were cast as follows:
Votes Votes
Name "For" "Withheld"
---- ----- ----------
David A. Abrahamson 7,432,427 370,920
William P. Stiritz 7,424,277 379,070
The following directors are continuing current terms expiring at the
2001 Annual Meeting: Susan S. Elliott, Don W. Hubble and H. Edwin
Trusheim. The following directors are continuing current terms expiring
at the 2002 Annual Meeting: Earle H. Harbison, Jr., Charles W. Mueller
and Dr. William A. Peck.
Brokers were permitted to vote on the election of directors in the
absence of instructions from street-name holders; therefore, broker non-
votes did not occur in those matters.
6
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Item 6. Exhibit and Reports on Form 8-K
---------------------------------------
(a) See Exhibit Index included herein on pages 8-11.
(b) Reports on Form 8-K - There were no reports on Form 8-K
filed for the second quarter ended July 29, 2000.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Angelica Corporation
--------------------
(Registrant)
Date: September 6, 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)
7
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EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------ -------
[FN]
<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 February 29,
2000. Filed as Exhibit 3.2 to Form 10-K for the fiscal year
ended January 29, 2000.<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.
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**>
8
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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 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**>
10.3 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.<F**>
10.4 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to
the Form 10-K for fiscal year ended February 1, 1992.<F**>
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.<F**>
10.6 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**>
10.7 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.<F**>
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.<F**>
10.9 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1,
1992.<F**>
10.10 Management Retention Trust. Filed as Exhibit 19.4 to the Form
10-K for fiscal year ended February 1, 1992.<F**>
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.<F**>
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.<F**>
9
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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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
10
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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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
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.<F**>
27 Financial Data Schedule<F*>
11
