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SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ANGELICA CORPORATION
(Name of Registrant as Specified in our Charter)
N/A
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of our filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Angelica
[Logo]
Dear Shareholder:
It is my pleasure to invite you to Angelica's 2000
Annual Meeting of Shareholders at 10:00 a.m. on Tuesday,
May 23, 2000, at the Saint Louis Club, 14th Floor, 7701
Forsyth Boulevard, Clayton, Missouri. We will review
Angelica's Fiscal Year 2000 performance and answer your
questions. Enclosed with this Proxy Statement are your
proxy card and the Fiscal 2000 Annual Report.
I look forward to seeing you on May 23 and would like
to take this opportunity to remind you that your vote is
important.
Sincerely,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President
and Chief Executive Officer
April 13, 2000
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
<PAGE>
Angelica
[Logo]
424 South Woods Mill Road
Chesterfield, MO 63017-3406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date: Tuesday, May 23, 2000
Time: 10:00 a.m.
Place: Saint Louis Club, 14th Floor
7701 Forsyth Boulevard
Clayton, Missouri
MATTERS TO BE VOTED ON:
1. Election of two Directors to serve for three-year
terms.
2. Any other matters that may be properly brought
before the meeting or any adjournment thereof.
This Proxy Statement, proxy card and the Company's Fiscal
2000 Annual Report to Shareholders were distributed to
shareholders on or about April 13, 2000.
By order of the Board of Directors,
/s/ Steven L. Frey
Steven L. Frey
Vice President, General
Counsel and Secretary
April 13, 2000
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GENERAL INFORMATION
WHO CAN VOTE
Shareholders of Angelica Corporation as of the close of business
on March 30, 2000 are entitled to vote at the Annual Meeting. On
March 30, 2000, 8,675,609 shares of the Company's Common Stock were
issued and outstanding. Each share of Common Stock is entitled to
vote on each matter to be considered at the meeting. The enclosed
proxy card shows the number of shares which you are entitled to
vote. The shares on your card represent all your shares registered
in your name on our records, including those in the Company's
dividend reinvestment plan, and employee benefit plans and shares
credited to your savings plan account held in custody by the
trustee, UMB Bank.
If you receive more than one proxy card, it is an indication
that your shares are registered differently and are in more than one
account. Sign and return all proxy cards to ensure that all your
shares are voted. To provide better shareholder services, we
encourage you to have all accounts registered in the same name or
names and address. You may do this by contacting our transfer agent,
UMB Bank at (800) 884-4225.
Shareholders do not have the right to cumulate their votes for
one or more of the Directors standing for election. Your individual
vote is confidential and will not be disclosed to third parties.
HOW TO VOTE
This year, you can simplify your voting and save the Company
added expense by voting by phone by calling 1-800-758-6973 or voting
via the Internet at http://www.umb.com/proxy. Telephone and Internet
voting information is provided on the proxy card. A Control Number,
located on the proxy card, is designed to verify your identity and
allow you to vote your shares and confirm that your voting
instructions have been properly recorded.
If your shares are held in "street name," you will need to
follow the voting instructions on the form you receive from your
broker or other nominee. The availability of telephone and Internet
voting will depend on their voting processes.
You may revoke your proxy at any time before it is voted at the
meeting by executing a later-voted proxy by telephone or Internet or
mail, by voting by ballot at the meeting, or by filing an instrument
of revocation with the inspectors of election in care of the
Corporate Secretary of the Company.
HOW PROXIES WORK
The Board of Directors is asking for your proxy. Giving us your
proxy means that you authorize the persons designated as proxies by
the Board to vote your shares at the meeting in the manner you
direct. You may vote for both, one or none of the Directors standing
for re-election. If you return your signed proxy card but do not
indicate your voting preferences, the designated proxies will vote,
on your behalf, FOR each of the nominees for Director. The Board of
Directors recommends you vote FOR the re-election of each of the
Directors.
REQUIRED VOTES
A majority of the issued and outstanding shares entitled to vote
must be represented at the meeting in person or by proxy in order to
have a quorum. If a quorum is present at the meeting, then the two
nominees for Director who receive the highest number of the votes
cast will be elected. If you withhold votes in election of
Directors, your shares will be counted as present at the meeting for
quorum purposes. Because the votes to elect Directors are based upon
a plurality of the votes cast, votes withheld will not affect the
outcome of the vote. Proxies submitted by brokers that do not
indicate a vote for a proposal because they have no discretionary
voting authority and have not received instructions as to how to
vote on
2
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the proposal (so-called "broker nonvotes") are not considered as
represented at the meeting and will not affect the outcome of the
vote.
Proxies will be inspected and tabulated by UMB Bank, our
transfer agent.
ATTENDING THE ANNUAL MEETING
When you vote, indicate if you plan to attend the Annual
Meeting. You will need proof of ownership to be admitted to the
meeting if you are a beneficial owner of Common Stock held by a bank
or broker. A recent brokerage statement or letter from a bank or
broker are examples of proof of ownership. If you want to vote in
person your Common Stock held in street name, you will have to get a
proxy in your name from the registered holder.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
If any shareholder wants to submit a proposal for inclusion in
the proxy material for the 2001 Annual Meeting, it must be received
by the Corporate Secretary by December 17, 2000. Proposals not in
full conformity with the applicable rules of the Securities and
Exchange Commission may be excluded from the proxy statement. In
addition, under our By-Laws, shareholder proposals, including
recommendations of candidates for Director, which are not included
in the proxy statement may be considered at the Annual Meeting if
the shareholder gives timely notice of the proposal or nomination in
proper written form to the Corporate Secretary. To be timely, a
shareholder's notice must be received by the Company not less than
30 days nor more than 60 days prior to the date of the meeting. To
be in proper written form, a shareholder's notice to the Corporate
Secretary shall set forth in writing as to each matter the
shareholder proposes to bring before the Annual Meeting: (i) a brief
description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and address, as they appear on the Company's
books, of the shareholder proposing such business, (iii) the number
of shares of Common Stock of the Company which are beneficially
owned by the shareholder and (iv) any material interest of the
shareholder in such business.
Any shareholder recommendation concerning Director candidates
must be accompanied by: (i) the name and address of the shareholder
and the number of shares of the Company's Common Stock owned by the
shareholder, and (ii) a statement from the candidate indicating his
or her willingness to serve if elected and disclosing principal
occupations or employment of the candidate over the past five years.
Such written recommendation and statement must be received not less
than 30 days nor more than 60 days prior to the date of the Annual
Meeting.
SOLICITATION OF PROXIES
Proxy materials were first mailed to shareholders on or about
April 13, 2000. Corporate Investor Communications, Inc. was hired to
assist in the distribution of proxy materials and solicitation of
votes at a cost of approximately $6,000, plus out-of-pocket
expenses. The Company will bear the entire cost of solicitation of
proxies. The Company will also reimburse brokerage firms and other
custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses for forwarding the proxy materials to the
owners of Common Stock. Officers and regular employees of the
Company may also solicit proxies, but they will not be specifically
compensated for such services.
3
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INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as independent public accountants
for the Company since 1954, and the Board of Directors has once
again selected that firm to serve in that capacity. Representatives
of Arthur Andersen LLP are expected to be present at the Annual
Meeting. These representatives may make a statement if they so
desire, and will be available to respond to appropriate questions by
shareholders.
OTHER MATTERS
We do not know of any other matters to be presented or acted
upon at the meeting. Under our By-Laws, no business other than that
stated in the meeting notice may be transacted at any meeting of
shareholders. If any other matter is presented at the meeting on
which a vote may properly be taken, the shares represented by valid
proxies will be voted in accordance with the judgment of the person
or persons designated as proxies in the proxy card.
THE BOARD OF DIRECTORS
QUALIFICATIONS OF DIRECTORS
Mr. Leslie F. Loewe, whose term will expire with this Annual
Meeting, is not standing for re-election. However, his valued advice
and counsel will continue to be available to the Company as he will
serve as an advisory member of the Board for a one-year period. With
the retirement of Mr. Loewe from the Board, the Board of Directors
will consist of eight Directors, of whom seven will be outside
Directors. The Board is divided into three classes, two classes of
three members and one class of two members each, with one class
standing for election each year for a three-year term. The Board
voted to amend the Company's By-Laws to reduce the number of
Directors from nine to eight effective May 23, 2000. Our Board
believes that all of the outside directors act independently from
management, do not have any relationships that would interfere with
their free exercise of judgment, and are eligible to serve on the
Audit Committee, the Corporate Governance and Nominating Committee,
or the Compensation and Organization Committee under the rules and
regulations of the Securities and Exchange Commission, the New York
Stock Exchange and the Internal Revenue Service.
4
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ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
Nominees for election this year are David A. Abrahamson and
William P. Stiritz, each for a term of three years expiring in 2003.
If any Director is unable to stand for re-election, the Board
may, by resolution, amend the By-laws to provide for a lesser number
of Directors or designate a substitute. In the latter event, shares
represented by proxies may be voted for the substitute nominee.
The elections of Directors are based upon a plurality of the
votes cast in each election. The two persons with the highest vote
totals will be elected to terms of three years. Your Board
recommends a vote FOR the re-election of these Directors.
Information concerning each of the Directors standing for
re-election or continuing in office is presented below.
NOMINEES FOR TERMS ENDING IN 2003
DAVID A. ABRAHAMSON Director since 1997
Mr. Abrahamson, age 60, has been Chairman of of Medicine Shoppe
International, Inc. (a retail drug store franchiser) since March 1,
2000. He served as President and Chief Executive Officer from May,
1990 to March 1, 2000. Mr. Abrahamson also served as Executive Vice
President of Cardinal Health Inc. from August, 1996 to April, 1999.
WILLIAM P. STIRITZ Director since 1983
Mr. Stiritz, age 65, is Chairman, Chief Executive Officer and
President of Agribrands International, Inc. (an international animal
feed processor). He serves as Chairman of the Board of Ralston
Purina Company, Ralcorp Holdings, Inc. and Energizer Holdings, Inc.
and was formerly Chief Executive Officer and President of Ralston
Purina Company from 1981 until 1997. In addition to these companies,
Mr. Stiritz serves on the Boards of American Freightways Corporation,
Ball Corporation, The May Department Stores Company, Reinsurance
Group of America Incorporated and Vail Resorts, Inc.
TO CONTINUE IN OFFICE FOR TERMS ENDING IN 2002
EARLE H. HARBISON, JR.<F*> Director since 1986
Mr. Harbison, age 71, has been Chairman of the Board of Harbison
Corporation (a manufacturer of molded plastic containers) since
1993. Mr. Harbison retired from Monsanto Company where he was a
member of the Board of Directors from 1986 to 1993, Chairman of the
Executive Committee from January to September, 1993, and President
and Chief Operating Officer from 1986 to January, 1993. Mr. Harbison
is a director of RightCHOICE Managed Care, Inc.
CHARLES W. MUELLER Director since 1996
Mr. Mueller, age 61, has been Chairman, President and Chief
Executive Officer of Ameren Corporation since January 1, 1998. Mr.
Mueller served as President, Chief Executive Officer and Director of
Union Electric Company, the predecessor of Ameren, from January 1,
1994, to January 1, 1998 and President and Director from July 1,
1993 to January 1, 1994. He was Senior Vice President-Administrative
Services from 1988 to July 1, 1993. Mr. Mueller is a Director and
serves as Deputy Chairman of the Federal Reserve Bank of St. Louis.
5
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WILLIAM A. PECK, M.D. Director since 1996
Dr. Peck, age 66, has been Dean of the School of Medicine since
1989 and Executive Vice Chancellor for Medical Affairs, Washington
University since 1993. Dr. Peck is a director of Allied Healthcare
Products, Inc., Hologic, Inc., Reinsurance Group of America
Incorporated and TIAA-CREF Trust Company.
TO CONTINUE IN OFFICE FOR TERMS ENDING IN 2001
SUSAN S. ELLIOTT Director since 1998
Ms. Elliott, age 62, is Chairman and Chief Executive Officer of
Systems Service Enterprises, Inc. (SSE) (a desktop information
technology services company), which she founded in 1966. Ms. Elliott
is a Director and serves as Chairman of the Federal Reserve Bank of
St. Louis.
DON W. HUBBLE Director since 1998
Mr. Hubble, age 60, joined the Company as Chairman, President
and Chief Executive Officer on January 1, 1998. Mr. Hubble was
President of National Service Industries, Inc. from 1994 to 1996. He
also served as Chief Operating Officer from 1993 to 1996 and
Executive Vice President from 1988 to 1994.
H. EDWIN TRUSHEIM<F*> Director since 1980
Mr. Trusheim, age 72, retired as Chairman of the Board of
GenAmerica (the successor company to General American Life Insurance
Company) in January, 1995. Mr. Trusheim served as Chairman of the
Board of that company from May, 1992 to January, 1995 and as
Chairman of the Board and Chief Executive Officer from 1986 to May,
1992. Mr. Trusheim is a Director of Laclede Gas Company, RehabCare
Group, Inc., and Reinsurance Group of America Incorporated.
[FN]
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<F*> The Company's By-Laws provide that if a Director attains his 72nd
birthday prior to the expiration of his term, he or she shall
serve until the next Annual Meeting at which time he or she must
retire as a Director, except that a majority of the Directors may
vote to waive the mandatory retirement requirement. Such action
has been taken with respect to Mr. Trusheim.
COMMITTEES OF THE BOARD
In order to fulfill its responsibilities, our Board delegates to
its four Committees the authority to consider certain matters and
report to the Board with appropriate recommendations. To enhance the
effectiveness of the Committees:
* All but the Executive Committee are chaired by an outside
Director.
* Reports of Committee activities are given at each Board
meeting following Committee action.
Descriptions of the principal functions of the Committees, the
current membership of the Committees, and the number of meetings
held during fiscal year 2000 are as follows:
AUDIT COMMITTEE
Members: H. Edwin Trusheim (Chairman)
David A. Abrahamson
Earle H. Harbison, Jr.
William A. Peck
(all outside Directors)
6
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Number of Meetings: Four
Functions: In compliance with its Charter, reviews
the Company's auditing, accounting, financial
reporting and internal control functions and
monitors compliance with the Company's Code
of Conduct. This Committee also recommends
the firm of independent public accountants
that the Company should retain for the next
fiscal year.
COMPENSATION AND ORGANIZATION COMMITTEE
Members: Earle H. Harbison, Jr. (Chairman)
Charles W. Mueller
William P. Stiritz
H. Edwin Trusheim
(all outside Directors)
Number of Meetings: Two
Functions: Reviews and approves executive compensation
and employee benefit plans and programs,
including their establishment, modification and
administration.
EXECUTIVE COMMITTEE
Members: Don W. Hubble (Chairman)
Earle H. Harbison, Jr.
H. Edwin Trusheim
(a majority of outside Directors)
Number of Meetings: None
Functions: The Executive Committee has the power to act
on behalf of the Board whenever the Board is
not in session.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Members: Charles W. Mueller (Chairman)
Susan S. Elliott
Leslie F. Loewe
William P. Stiritz
(all outside Directors)
Number of Meetings: One
Function: Recommends nominees for election as Director
of the Company, recommends nominees for Board
Committee appointment, and recommends candidates
for appointment as corporate officers. Also
recommends a Corporate Governance Plan for the
Company and monitors ongoing application of its
provisions.
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DIRECTOR COMPENSATION
Directors who are employed by the Company do not receive
compensation for serving as Director. Outside Directors are
compensated as follows:
Annual Board retainer.......................... $16,000
Board attendance fee (per meeting)............. 1,250
Telephone Board Meeting fee (per meeting)...... 450
Committee attendance fee (per meeting)......... 700
The annual Board retainer fee is paid in shares of Common Stock
pursuant to the Non-Employee Directors Stock Plan (described below).
NON-EMPLOYEE DIRECTORS STOCK PLAN. Under this plan, each
non-employee Director receives 100% of his or her Annual Board
retainer fee in shares of Common Stock based upon the fair market
value of the stock on the date of the Annual Meeting. A portion of
the shares received as the Annual Board retainer fee will be
forfeited if the Director serves less than ten months after the
Annual Meeting. In addition, each non-employee Director receives a
grant of 100 shares of Common Stock each year under the Plan. New
non-employee Directors receive, upon initial election to the Board,
400 shares of Common Stock. Stock granted under the plan is
forfeitable until earned out pursuant to a schedule based upon years
of participation in the plan and the Director's age at the time of
entering the plan. Options to purchase 2,000 shares of Common Stock
are also granted annually under the plan to each non-employee
Director. The option price of these shares is 100% of the fair
market value of the shares on the date of the Annual Meeting. The
options typically vest and become exercisable ratably over a five
year period and will vest and become exercisable in full upon a
non-employee Director's retirement.
DEFERRED COMPENSATION OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS. Four Directors have elected to participate in the
Deferred Compensation Option Plan for Directors. Upon election to
the Board, a Director may, at his or her election, defer $5,000 to
$10,000 of Board meeting and Committee meeting fees annually for a
period, not to exceed four years. In exchange, the Director is
entitled to receive at retirement, a retirement benefit payment
payable over 15 years. The amount of the retirement benefit is a
function of the amount of compensation deferred and certain
actuarial factors.
DIRECTOR ATTENDANCE
The Board of Directors met a total of seven times during the
fiscal year ended January 29, 2000. All of the Directors attended at
least 75% of the total meetings which were held by the Board and its
respective Committees and which each respective Director was
eligible to attend, except for Dr. Peck.
8
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BENEFICIAL STOCK OWNERSHIP
The table below lists those persons known by the Company to own
five percent or more of the outstanding shares of Common Stock as of
March 30, 2000:
<TABLE>
<CAPTION>
BENEFICIALLY OWNED DIRECTLY
OR INDIRECTLY
---------------------------
SHARES OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK OF CLASS
- ------------------------------------ ------------ --------
<S> <C> <C>
First Pacific Advisors, Inc.<F1>.............. 1,559,800 18.0%
11400 Olympic Boulevard
Los Angeles, CA 90064
Dimensional Fund Advisors, Inc.<F2>........... 742,700 8.6%
1299 Ocean Avenue, 11th Fl.
Santa Monica, CA 90401
<FN>
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<F1> Stated information is based on a Schedule 13G, dated February 8, 2000,
filed with the Securities and Exchange Commission. First Pacific Advisors,
Inc., an investment advisor, has shared voting power as to 635,500 shares
and shared dispositive power as to 1,559,800 shares. A separate Schedule
13G, dated February 8, 2000, was also filed for FPA Capital Fund, Inc., an
investment company, which has sole voting power as to 504,300 shares and
shared dispositive power as to 504,300 shares. These shares are included
in the number of shares shown as beneficially owned by First Pacific
Advisors, Inc.
<F2> Stated information is based on a Schedule 13G, dated February 11, 2000,
filed with the Securities and Exchange Commission. Dimensional Fund
Advisors Inc. ("Dimensional"), an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, furnishes investment
advice to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other
investment vehicles, including commingled group trusts. (These investment
companies and investment vehicles are the "Portfolios"). In its role as
investment advisor and investment manager, Dimensional possesses both
voting and investment power over 742,700 shares as of December 30, 1999.
The Portfolios own all securities reported in this statement, and
Dimensional disclaims beneficial ownership of such securities.
</TABLE>
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MANAGEMENT STOCK OWNERSHIP
The table below shows the number of shares of Common Stock of
the Company each Director and current executive officer listed in
the Summary Compensation Table ("Named Executive Officer")
beneficially owned as of March 30, 2000. Each Director or Named
Executive Officer beneficially owns less than one percent, except
for Mr. Hubble who owns 1.4%, and all Directors and executive
officers as a group, including the Named Executive Officers, own
3.6% of the Company's Common Stock plus options that are exercisable
within 60 days after March 30, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY
OWNED DIRECTLY OR INDIRECTLY
AS OF MARCH 30, 2000
----------------------------------------
OBTAINABLE
THROUGH
STOCK OPTION
OWNED<F1> EXERCISE<F2> TOTAL
--------- ------------ -------
<S> <C> <C> <C>
David A. Abrahamson..................................... 3,244 800 4,044
Theodore M. Armstrong................................... 17,221<F3> 57,800 75,021
Susan S. Elliott........................................ 2,526 640 3,166
Steven L. Frey.......................................... 1,000 2,500 3,500
Earle H. Harbison, Jr................................... 5,841 7,000 12,841
Don W. Hubble........................................... 50,285<F4> 72,916 123,201
Charles W. Mueller...................................... 4,617<F5> 2,400 7,017
Charles D. Molloy, Jr................................... 5,168 11,500 16,668
William A. Peck......................................... 4,617 2,400 7,017
William P. Stiritz...................................... 5,991 7,000 12,991
H. Edwin Trusheim....................................... 6,191 7,000 13,191
Alan D. Wilson.......................................... 7,564 30,500 38,064
All Executive Officers and Directors as a group
(15 persons).......................................... 114,838 205,706 320,544
<FN>
- -------
<F1> Includes 600 shares for Mr. Abrahamson, 600 shares for Ms. Elliott, 1,550
shares for Mr. Harbison, 800 shares for Mr. Mueller, 800 shares for Dr.
Peck, 1,700 shares for Mr. Stiritz, and 1,850 shares for Mr. Trusheim, all
held under the Company's 1994 Non-Employee Directors Stock Plan or its
predecessor Non-Employee Directors Stock Plan. With respect to these
shares, the named Directors have sole voting power and no current
dispositive power, except for 1,550 shares held by Mr. Harbison, 850
shares held by Mr. Stiritz, and 1,850 shares held by Mr. Trusheim, which
are nonforfeitable.
<F2> Stock options exercisable within 60 days after March 30, 2000.
<F3> Mr. Armstrong disclaims beneficial ownership of 200 shares included above
which are held by a trust for his father of which he is co-trustee.
<F4> Mr. Hubble disclaims beneficial ownership of 1,000 shares included above
which are held by his wife.
<F5> Mr. Mueller disclaims beneficial ownership of 4,617 shares included above
which are held by his wife's living trust.
</TABLE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Company records and other information, the Company
believes that all SEC filing requirements applicable to its
Directors and executive officers were complied with in fiscal 2000.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, or the
Securities Exchange Act of 1934, each as amended, that might
incorporate future filings, including this Proxy Statement, in whole
or in part, the following Compensation and Organization Committee
Report on Executive Compensation and the Stock Performance Graph on
page 20 shall not be incorporated by reference into any such
filings.
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The objectives of Angelica's executive compensation programs are
to motivate management to create shareholder value by making an
executive's aggregate compensation generally commensurate with
performance and the attainment of predetermined financial and
strategic objectives. The Compensation and Organization Committee of
the Board of Directors (the "Committee") which consists entirely of
outside Directors, has overall responsibility to administer the
executive compensation programs, policies and practices.
FACTORS CONSIDERED IN DETERMINING COMPENSATION
In fiscal year 1999, the Company engaged Watson Wyatt &
Associates, a nationally recognized expert on executive
compensation, to review and assist in developing a compensation
program that would motivate management in a manner consistent with
the desire to increase shareholder value and that would be
competitive within the marketplace in which the Company competes for
executive talent. Based on this study, the Company developed an
executive compensation program with total cash compensation
consisting of both base salary and incentive compensation.
An executive's base salary is established within a range deemed
to be competitive with other companies that are considered to be the
Company's competitors for executive talent. In setting the base
salary range for executives in the Company's various operating
divisions, the Committee considers compensation packages offered by
companies in competitive markets, such as textile service companies,
image apparel manufacturing companies and specialty retail
companies.
Since there are no companies with a mix of business lines
substantially similar to the Company, taken as a whole, the
compensation packages for those officers who have responsibilities
relating to all of the Company's business lines, are compared to the
compensation packages of comparable officers of companies of similar
size and complexity as the Company. For these officers, the
Committee uses a variety of nationally published surveys in order to
develop a median range of compensation. The surveys cover many
companies (that are not necessarily the same companies included in
the Value Line Industrial Services peer group utilized in the Stock
Performance Graph) and deal with a variety of factors such as labor
force, sales or revenue, location and market. Base salary is
maintained within the target range developed by the surveys.
Although factors such as location, experience and performance can
affect where in the range total cash compensation falls, attempts
are made to maintain total base salary at the median of the range.
INCENTIVE COMPENSATION
Incentive compensation can range from 0 to 80% of an
individual's base salary. The maximum amount which can be earned
varies depending on the individual's grade level and area of
responsibility.
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Only those individuals whose performance would have a measurable
impact on shareholder value are eligible for incentive compensation.
Generally, this includes the Chief Executive Officer, those officers
of the Company who directly report to the Chief Executive Officer
("direct reports"), and other employees who are no more than two
reporting levels below the direct reports. The ranges for those
eligible for incentive compensation are from 0-25% to 0-80%. The
Chief Executive Officer's range is 0-80% and all other Named
Executive Officers are assigned a range of 0-60%.
In order to earn incentive compensation, individual, as well as
division and corporate goals, must be attained. Goals are
established specifically to motivate management to increase earnings
and shareholder value. In fiscal 2000, these goals included growth
in earnings per share, growth in return on net assets and growth in
revenues in addition to individual performance goals within the
participant's area of responsibility. Corporate and division
financial and revenue goals are set by the Chief Executive Officer
with approval of the Committee. Individual goals are set by the
participant's immediate superior.
Inasmuch as the Company's earnings per share in fiscal 2000 were
below a threshold level for the payment of incentive compensation,
neither the Chief Executive Officer nor any of the Named Executive
Officers received any incentive compensation, except for Mr. Frey
who received a bonus of $20,000, guaranteed as part of his initial
employment package.
OTHER TYPES OF COMPENSATION RECEIVED BY EXECUTIVES
The Committee believes that executives who own the Company's
Common Stock will be more motivated to work towards increasing
shareholder value. The Stock Bonus and Incentive Plan encourages
employees to invest in the Company's Common Stock by allowing the
executive to elect to receive up to one-half of his or her annual
incentive award in shares of the Company's Common Stock and by
providing a Company match of 50% of the amount elected, also payable
in the Company's Common Stock, as incentive to invest in the Common
Stock. The Plan requires that the employee's investment in Common
Stock be retained for three years after the election and that the
Company Match be subject to forfeiture for five years in the event
that an executive's employment with the Company terminates,
encouraging employees to continue to work for the long-term increase
in the price of the Common Stock. The ability of participants to
elect to receive a portion of his or her annual incentive award in
shares of the Company's Common Stock under the Plan was suspended
for fiscal year 2000.
To further encourage employees to work toward the growth of
shareholder value, the Committee periodically awards stock options
to various employees under the Angelica Corporation 1994 and 1999
Performance Plans. This gives employees the opportunity to buy
Common Stock at option prices which, at the time of exercise, may be
below the then market value. The option price is the fair market
value on the date of grant. Options become exercisable ratably over
three to five years, provided the executive remains employed by the
Company. The grant of stock options is strictly discretionary;
however, the employee's performance and grade level, as well as
total grants outstanding, are considered in determining the amount
of option grants. The amount an employee may realize from the option
grants depends on the market price of the Company's Common Stock at
the time that the underlying stock is sold by the executive. The
decision of when to exercise an option and when to sell the
underlying stock, thus realizing the value, is determined by each
individual executive. For fiscal 2000, the Named Executive Officers
received the following option grants: Mr. Armstrong, 10,000 shares;
Mr. Burnham, 10,000 shares; Mr. Frey, 10,000 shares; Mr. Hubble,
25,000 shares; Mr. Molloy, 10,000 shares; and Mr. Wilson, 10,000
shares.
CEO COMPENSATION
The Committee's general approach in establishing the Chief
Executive Officer's annual cash compensation is to seek to be
competitive with other companies of comparable size and business
scope, while at the same time having a large percentage of his total
cash compensation based upon performance
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<PAGE>
criteria. While this may result in a fluctuation in the actual level
of compensation from year to year, the Committee believes that its
objective appropriately motivates the Chief Executive Officer toward
clearly defined goals, while maintaining some certainty in the level
of compensation through the non-performance-based salary portion of
total compensation. The grant of 25,000 stock options to Mr. Hubble
in fiscal 2000 as well as his participation in the Stock Bonus and
Incentive Plan in fiscal 1999, is in accordance with the Committee's
philosophy that the Chief Executive Officer be encouraged to
maintain a significant stock ownership position in order to align
his interest with those of the Company's shareholders. The ability
of participants, including the Chief Executive Officer, to elect to
receive a portion of his or her annual incentive award in shares of
the Company's Common Stock under the Stock Bonus and Incentive Plan
was suspended for fiscal 2000.
During fiscal 2000, the Committee increased Mr. Hubble's base
salary from $375,000 to $394,000 per annum. Mr. Hubble's incentive
compensation for fiscal 2000 was set at up to 80% of his base
salary, but he did not receive any incentive compensation for fiscal
year 2000 as a result of the Company's earnings per share in fiscal
2000 being below a threshold level for the payment of incentive
compensation.
IRS LIMITS ON DEDUCTIBILITY OF COMPENSATION
Although no executive officer currently receives in excess of
$1,000,000 of compensation annually, the Committee's policy is to
maximize the tax deductibility of executive compensation without
compromising the essential framework of the existing total
compensation program. The Committee may elect to forego
deductibility for federal income tax purposes if such action is, in
the opinion of the Committee, necessary or appropriate to further
goals of the Company's executive compensation program, or otherwise
is in the Company's best interests.
Although the foregoing describes the Committee's current
compensation policies applicable to the Company's executive
officers, the Committee reserves the right to change these policies
at such time in the future and in such manner as the Committee deems
necessary or appropriate.
SUBMITTED BY THE COMPENSATION AND ORGANIZATION COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS
E. H. Harbison, Jr., Chairman W. P. Stiritz
C. W. Mueller H. E. Trusheim
13
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COMPENSATION OF EXECUTIVE OFFICERS
The table below summarizes the amounts paid to the Chief
Executive Officer and each of the four next highest paid executive
officers at the end of fiscal 2000. The table includes Michael E.
Burnham, who served as Vice President and President of Life Uniform
and Shoe Shops until June 21, 1999 and who would have been included
in the Table as one of the four next highest compensated executive
officers but for his termination of employment with the Company
prior to the end of fiscal 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- -------------------------
BONUS RESTRICTED ALL OTHER
FISCAL ------------------------------ STOCK COMPEN-
YEAR NONCASH TOTAL AWARD (S) SATION
NAME AND PRINCIPAL POSITION ENDING SALARY<F1> CASH <F2><F3> BONUS ($)<F2><F3> OPTIONS (#) ($)<F4>
- --------------------------- ------ ---------- -------- -------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Don W. Hubble<F5> 1/29/00 $390,833 -- -- -- -- 25,000 $ 3,000
Chairman, President and 1/30/99 375,000 $130,000 $70,000 $200,000 $ 35,000 -- --
CEO 1/31/98 31,250 14,583 -- 14,583 575,000<F6> 100,000 --
Theodore M. Armstrong 1/29/00 194,167 -- -- -- -- 10,000 3,000
Senior Vice President-- 1/30/99 174,833 35,000 35,000 70,000 17,500 7,000 600
Finance & Administration 1/31/98 164,000 35,568 8,892 44,460 4,446 -- 600
and Chief Financial Officer
Michael E. Burnham<F7> 1/29/00 65,648 -- -- -- -- 10,000 85,262<F8>
Formerly Vice President and 1/30/99 129,792 13,281 4,427 17,708 2,213 8,000 600
President, Life Uniform and 1/31/98 113,750 43,905 4,878 48,783 2,439 -- 600
Shoe Shops segment
Steven L. Frey<F9>, Vice 1/29/00 116,250 20,000 -- 20,000 -- 10,000 506
President, General Counsel 1/30/99 -- -- -- -- -- -- --
and Secretary 1/31/98 -- -- -- -- -- -- --
Charles D. Molloy, Jr. 1/29/00 183,750 -- -- -- -- 10,000 3,000
Vice President. Also 1/30/99 164,319 37,500 12,500 50,000 6,250 12,000 600
President, Manufacturing 1/31/98 119,166 25,666 6,417 32,083 3,208 -- 600
and Marketing segment
Alan D. Wilson, Vice 1/29/00 200,904 -- -- -- -- 10,000 3,000
President. Also, President, 1/30/99 175,231 60,000 20,000 80,000 10,000 12,000 600
Textile Services segment 1/31/98 165,000 154,047 -- 154,047 -- -- 600
<FN>
- ---------
<F1> Includes participant deferrals under the Retirement Savings Plan for all
Named Executive Officers.
<F2> Participants in the Stock Bonus and Incentive Plan (the "Plan") may elect
to receive up to 50% of their incentive compensation in shares of the
Company's Common Stock ("elected shares") in lieu of cash. Elected shares
cannot be sold for three years. Additionally, participants receive
restricted shares in the Company's Common Stock ("matching shares") with a
fair market value equal to one-half of that portion of the incentive
compensation which participants elected to take in Common Stock.
Restricted shares of Common Stock (both "elected shares" and "matching
shares") were issued to participants based upon the fair market value (the
average of the high/low transaction prices) of the Common Stock on the
date of issuance. Elected shares are reported under the "noncash" column,
while matching shares are reported under the "Restricted Stock Awards"
column. None of the persons named above received elected shares for fiscal
2000. Participants receive dividends on all restricted shares. The ability
of participants to elect to receive a portion of his or her annual incentive
award in shares of the Company's Common Stock under the Plan was suspended
for fiscal year 2000.
14
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<PAGE>
<F3> At the end of the last fiscal year, the following Named Executive Officers
held the following number of shares of restricted stock issued under the
Stock Bonus and Incentive Plan (elected and matching shares): Mr. Hubble,
7,285 shares with an aggregate value of $69,207, Mr. Armstrong, 6,626
shares with an aggregate value of $62,947, Mr. Molloy, 1,711 shares with
an aggregate value of $16,254, and Mr. Wilson, 3,587 shares with an
aggregate value of $34,076. Matching shares become transferable in five
years and are subject to forfeiture should the participant leave the
Company prior to the expiration of five years, except in the case of
death, disability, retirement after the age of 62 or, alternatively,
attainment of age 55 and completion of at least ten years of service with
the Company, or certain terminations after a Change of Control of the
Company. Participants receive any dividends paid on matching shares.
<F4> Includes Company contributions to the Retirement Savings Plan on behalf of
each of the Named Executive Officers to match calendar 1999 participant
deferrals (included under Salary) made by each to such Plan.
<F5> Assumed position of Chairman, President and Chief Executive Officer on
January 1, 1998.
<F6> 25,000 shares of restricted stock were issued to Mr. Hubble on January 2,
1998, pursuant to his employment agreement. The shares vest in equal
amounts over a period of three years which began January 1, 1999 and are
forfeitable if Mr. Hubble's employment terminates prior to vesting for any
reason other than death or disability or a "Triggering Transaction".
One-third of these shares vested on January 1, 2000. At the end of the
fiscal year, the remaining restricted shares had an aggregate value of
$79,173.
<F7> Until June 21, 1999, Mr. Burnham was Vice-President and President of Life
Uniform and Shoe Shops.
<F8> Includes $84,583 in severance payments pursuant to Mr. Burnham's
employment agreement.
<F9> Assumed position of Vice President, General Counsel and Secretary on March
1, 1999.
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
EMPLOYMENT CONTRACTS
All of the current Named Executive Officers have employment
agreements with the Company (referred to herein individually as an
"Employment Agreement" and collectively as the "Employment
Agreements") that define the Named Executive Officer's employment
relationship with the Company. The Employment Agreements protect the
Named Executive Officers from certain terminations of employment
with the Company, both prior to and after a "Triggering
Transaction". The definition of a "Triggering Transaction" (as
defined in each of the Employment Agreements) varies depending on
the executive and his responsibilities. In the case of an executive
who has responsibilities relating to all of the Company's business
lines, it refers to a sale or change in control of at least two of
the Company's three operating lines of business. In the case of an
executive who has responsibility for one of the Company's operating
lines of business, it refers to a sale or change in control of that
operating line of business. In all cases it includes the sale or
change in control of the entire Company. The Employment Agreements
for all but Mr. Hubble provide that if, during the term of the
Employment Agreement, a Triggering Transaction occurs and, within
two years following the Triggering Transaction, the Company
terminates the Named Executive Officer's employment without "cause",
or the Named Executive Officer terminates his employment for "good
reason", the Company will be required to pay to the Named Executive
Officer 2.99 times the Named Executive Officer's then-current annual
base salary. Mr. Hubble's Employment Agreement provides that if,
during the term of the Employment Agreement, a Triggering Transaction
occurs and, within three years following the Triggering Transaction,
the Company terminates his employment without "cause", or he terminates
his employment for "good reason", the Company will be required to pay him
15
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<PAGE>
2.99 times his then-current annual base salary and current incentive
bonus. In addition, all stock options and unvested and restricted
stock under the Company's stock option plans and the Stock Bonus
and Incentive Plan will vest and/or become unrestricted, as the case
may be. The remaining unvested restricted stock issued to Mr. Hubble
will vest and all restrictions will be lifted. Messrs. Armstrong and
Hubble will be entitled to enhanced supplemental retirement and medical
and health benefits without cost to them for a period of ten years
thereafter. Mr. Armstrong will also be entitled to enhanced supplemental
deferred compensation benefits. These provisions also apply if,
within six months following a termination by the Company without
cause or by the Named Executive Officer with good reason, a
Triggering Transaction occurs or a definitive agreement is executed
that eventually results in a Triggering Transaction. The terms "good
reason" and "cause" are defined in the Employment Agreements.
The Employment Agreements also set out the employment
arrangement if an executive's employment is terminated by the
Company without cause or by the executive for good reason and no
Triggering Transaction has occurred. The Company will be required to
continue the then-current base salary for a period of two years in
the case of Mr. Hubble, and for a period of one year for the other
executive officers. In the case of Mr. Hubble, medical and health
benefits shall be continued for a period of one year.
If it is determined that any portion of the payments made to Mr.
Hubble pursuant to his Employment Agreement would be subject to an
excise tax pursuant to Section 4999 of the Internal Revenue Code of
1986, as amended, the Company will pay to Mr. Hubble an additional
cash payment sufficient to place him in the same after-tax position
as he would have been in had no excise tax been imposed.
Under the terms of a special retirement agreement with Mr.
Hubble (the "Hubble Retirement Agreement") the Company has agreed to
pay to Mr. Hubble an annual retirement benefit starting at age 65
equal to $15,000 multiplied by the number of full years Mr. Hubble
is employed by the Company. All benefits under the Hubble Retirement
Agreement will be reduced by the amount of retirement benefits
payable by the Company to Mr. Hubble under certain of the Company's
other retirement benefit plans.
In the event of termination of employment in connection with a
Triggering Transaction, Mr. Wilson's Employment Agreement provides
for the payment of certain enhanced benefits under a special
retirement benefit agreement executed between Mr. Wilson and the
Company on August 25, 1987 (the "Wilson Retirement Agreement"). The
Wilson Retirement Agreement provides for a monthly retirement
benefit of $8,333, payable over a ten-year period commencing on or
after Mr. Wilson's 65th birthday. All benefits under the Wilson
Retirement Agreement will be reduced by the amount of retirement
benefits payable by the Company to Mr. Wilson under certain of the
Company's other retirement and deferred compensation plans. Mr.
Wilson's right to receive such special retirement benefits under the
Wilson Retirement Agreement vests at the rate of 6% per year for
each of Mr. Wilson's first ten years of employment with the Company
and at the rate of 4% per year for each of Mr. Wilson's second ten
years of employment. Mr. Wilson's Employment Agreement provides that
in the event of a "Triggering Transaction" the vesting schedule of
the Wilson Retirement Agreement shall be computed based upon the
actual number of years Mr. Wilson had been employed by the Company
plus five years, but in no event shall Mr. Wilson be deemed to be
vested with respect to more than 100% of the benefit due. In any
case, such benefits will fully vest in the event that Mr. Wilson
reaches the age of 65 and has been continuously employed by the
Company since the date of the Wilson Retirement Agreement.
Under the terms of his employment agreement, the Company is
paying to Mr. Burnham severance payments of $11,667 per month
through July 21, 2000.
MANAGEMENT RETENTION AND INCENTIVE PLAN
All of the Named Executive Officers except Mr. Hubble and
Mr. Frey have an agreement with the Company under the Management
Retention and Incentive Plan that grants certain severance benefits
in
16
<PAGE>
<PAGE>
the event of certain terminations of employment after a "Change
in Control" involving the Company (as defined in the plan). If an
executive officer's employment with the Company is terminated by the
Company without cause or by the employee for good reason, within two
years after a Change in Control, the Company will make a payment
ranging from 2.00 to 2.99 times the average Annual Compensation of
the executive officer for the five full calendar years immediately
preceding a Change in Control of the Company. "Annual Compensation"
is generally defined as all wages, salary, bonuses, incentive
compensation and all other amounts paid by the Company to the
executive officer in consideration for services rendered, including
all deferred compensation. In addition, the plan provides the
terminated executive with outplacement counseling and certain
medical benefits and health insurance. The executive officer will
also be relieved of all non-compete obligations with respect to the
Company.
The differing scope of the term "Change in Control" in the
Management Retention and Incentive Plan and the term "Triggering
Transaction" in the Employment Agreements may result in an
entitlement to payment under one arrangement but not the other,
depending upon the circumstances. As a result, the severance
benefits payable under the Employment Agreements are computed
differently than under the Management Retention and Incentive Plan
and may result in significantly different entitlements to a
particular executive officer. In the event a severance benefit is
payable under an Employment Agreement as a result of a Triggering
Transaction and is payable under the Management Retention and
Incentive Plan as a result of a Change in Control, the executive
officer will be entitled to the larger of the two amounts.
TRUST AGREEMENTS
Two separate trusts have been established with UMB Bank to fund
certain benefits payable to key management personnel pursuant to
certain employee benefit plans in the event the executive officer's
employment is terminated following a "Change in Control" (as defined
in the respective employee benefit plans.) The trusts relate to the
benefits payable under the Deferred Compensation Option Plan for
Selected Management Employees, the Supplemental Plan, and the
Management Retention and Incentive Plan. In the event of a Change in
Control or a potential Change in Control of the Company that is not
approved by the Board of Directors of the Company, the Company will
be required to deposit in each trust an amount equal to the
difference between the maximum amount potentially payable under the
plan or plans to all participants and the current value of the trust
assets. Each trust can be revoked by the Company at any time prior
to a Change in Control or potential Change in Control of the
Company. The trust will terminate automatically on the third
anniversary of the occurrence of the Change in Control. If the trust
is revoked or terminated, all remaining trust assets will be
returned to the Company. If the Company makes a deposit to a trust
in connection with a potential Change in Control and an actual
Change in Control does not occur within 90 days thereafter, the
Board of Directors may adopt a resolution that the Change of Control
is not imminent and the deposit should be returned by the trust to
the Company. In the event the Company becomes bankrupt or insolvent,
the assets of the trust will be subject to the claims of the general
creditors of the Company.
17
<PAGE>
<PAGE>
RETIREMENT PLANS
The Company has maintained a defined benefit Pension Plan since
April 1, 1980. An employee earns benefits in any year equal to 0.25%
of total compensation plus an additional 0.25% of that part of
compensation which is in excess of one-half of the Social Security
Taxable-Wage Base, plus, for each year of employment in excess of 15
years, an additional 0.05% of total compensation. Reduced benefits
are payable at early retirement. Estimated annual benefits under the
Pension Plan payable upon normal retirement to the Named Executive
Officers are as follows: Mr. Hubble, $4,151; Mr. Armstrong, $14,886;
Mr. Frey, $12,493; Mr. Molloy, $18,142; and Mr. Wilson, $15,433.
These figures assume that participants will remain with the Company
until their normal retirement dates and will receive increases to
their current compensation consistent with historical increases in
compensation. With respect to Mr. Burnham, annual benefits under the
Pension Plan payable at normal retirement were fixed upon the
termination of his employment with the Company at $6,981.
The Company also maintains the Supplemental Plan, a supplemental
retirement benefit plan for a limited number of highly compensated
officers and management personnel selected by the Compensation and
Organization Committee. The "formula amount" of supplemental
retirement benefit payable under the Supplemental Plan is determined
by the Committee when the participant is invited to join the Plan
and is subject to increase at the Committee's discretion.
Additionally, the Committee may, at its discretion, reduce the
formula amount or "freeze" the then vested benefit of certain
participants. A full benefit is the participant's final average
compensation multiplied by the formula amount (between 30% and 50%).
A participant who has less than 30 years of service at retirement
will receive a reduced amount of the otherwise fully vested formula
amount, based on actual years of service. For the purposes of the
Supplemental Plan, final average compensation means the average
compensation paid during the three most highly compensated years of
the participant's last five years of employment. Benefits are
generally payable over 120 months beginning at age 65, but may
extend for a period of up to 15 years. Any benefit payable under the
Supplemental Plan will be reduced by benefits paid under the Pension
Plan.
Estimated annual benefits under the Supplemental Plan payable
upon normal retirement over a ten-year period to the Named Executive
Officers are as follows: Mr. Hubble, $38,444; Mr. Armstrong,
$43,486; Mr. Frey, $13,453; Mr. Molloy, $81,523; and Mr. Wilson,
$63,498. These figures reflect a reduction for the benefit payable
under the Pension Plan (or predecessor plan), and assume that
participants will remain with the Company until their normal
retirement dates and will receive increases to their current
compensation consistent with historical increases in compensation.
With respect to Mr. Burnham, annual benefits under the Supplemental
Plan (net of benefits payable under the Pension Plan) payable at
normal retirement were fixed upon the termination of his employment
with the Company at $23,472.
STOCK OPTIONS
The 1994 and 1999 Performance Plans allow grants of stock
options and other rights relating to Common Stock. In general,
whether exercising stock options is profitable depends on the
relationship between the Common Stock's market price and the
option's exercise price, as well as on the option holder's
investment decisions.
18
<PAGE>
<PAGE>
The following table sets forth information concerning stock
option grants made in fiscal year 2000 to the Named Executive
Officers.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE GRANT DATE
GRANTED IN FISCAL PRICE EXPIRATION PRESENT VALUE
NAME (#) YEAR<F1> ($/Sh) DATE ($)<F2>
- ---- ---------- ---------- -------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Don W. Hubble..................... 25,000 9.2% 14.3438 3/30/2009 $83,920
Theodore M. Armstrong............. 10,000 3.7% 14.3438 3/30/2009 33,568
Michael E. Burnham<F3>............ 10,000 3.7% 14.3438 3/30/2009 33,568
Steven L. Frey.................... 10,000 3.7% 16.1250 3/01/2009 37,737
Charles D. Molloy, Jr............. 10,000 3.7% 14.3438 3/30/2009 33,568
Alan D. Wilson.................... 10,000 3.7% 14.3438 3/30/2009 33,568
<FN>
- -------
<F1> Based on 271,200 options granted during the fiscal year.
<F2> The fair market value of each option granted is estimated on the date of
grant using the Black-Scholes option pricing model. The actual value, if
any, an executive officer may realize will depend on the excess of the
stock price over the exercise price on the date the underlying stock is
sold, so that there is no assurance the value realized by an executive
officer will be at or near the value estimated by the Black-Scholes model.
The Black-Scholes evaluation employed the following factors: risk-free
rate of return of 6.1% based upon the ten-year Treasury Bill rate as of
grant date, dividend yield of 4.2% based upon average annual dividend
yield for the prior ten years, exercise term of ten years, stock price
volatility of 23.6% based upon average stock price volatility for the
prior seven years, and no adjustments for transferability of risk or
forfeiture of the options.
<F3> Effective three months after Mr. Burnham's termination on June 21, 1999,
these options terminated.
</TABLE>
OPTION HOLDINGS
This table shows the number and value of unexercised stock options for the
Named Executive Officers during fiscal 2000.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON FY-END (#) FY-END ($)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED UNEXERCISABLE UNEXERCISABLE<F1>
- ---- ----------- -------- ------------- -----------------
<S> <C> <C> <C> <C>
Don W. Hubble............................. -- $-- 66,666/58,334 $0/0
Theodore M. Armstrong..................... -- -- 53,100/24,900 0/0
Michael E. Burnham........................ -- -- -- --
Steven L. Frey............................ -- -- 0/10,000 0/0
Charles D. Molloy, Jr..................... -- -- 7,000/25,000 0/0
Alan D. Wilson............................ -- -- 25,500/27,000 0/0
<FN>
- -------
<F1> Based upon the average of the high/low transaction prices as reported on
New York Stock Exchange Composite Tape on January 28, 2000.
</TABLE>
19
<PAGE>
STOCK PERFORMANCE GRAPH
SEC rules require proxy statements to contain a performance
graph comparing, over a five-year period, the performance of the
Company's Common Stock against Standard & Poor's 500 Stock Index and
against either a published industry or line-of-business index or a
group of peer issuers. The Company utilizes the Value Line
Industrial Services Index for comparison.
[graph]
<TABLE>
<CAPTION>
1/31/95 1/31/96 1/31/97 1/31/98 1/31/99 1/31/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Angelica................................... 100 80 79 100 68 45
S&P 500.................................... 100 139 175 223 295 323
Value Line Industrial Services............. 100 146 220 301 242 347
</TABLE>
(ASSUMES $100 INVESTED ON JANUARY 31, 1995 AND THAT DIVIDENDS ARE
REINVESTED.)
PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. SHAREHOLDERS OF RECORD ALSO HAVE THE OPTION OF VOTING
BY TELEPHONE OR INTERNET, AS DESCRIBED ON THE PROXY CARD.
St. Louis, Missouri
April 13, 2000
20
<PAGE>
<PAGE>
ANGELICA CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
- -----------------------------------------------------------------------------
YOU CAN VOTE IN ONE OF THREE WAYS
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
VOTE BY TELEPHONE
- -----------------------------------------------------------------------------
It's fast, convenient, and your vote is immediately confirmed and posted.
1. Read the accompanying Proxy Statement.
2. Using a touch-tone telephone, call Toll Free 1-800-758-6973 and follow
the recorded instructions.
3. Enter your Control Number, which is located in the lower right-hand
corner of your proxy card.
4. Follow the recorded instructions.
Please note that all votes cast by Telephone must be made prior to 5:00 p.m.
CST, May 22, 2000.
- -----------------------------------------------------------------------------
VOTE BY INTERNET
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It's fast, convenient, and your vote is immediately confirmed and posted.
1. Read the accompanying Proxy Statement.
2. Go to website http://www.umb.com/proxy and follow the instructions on
------------------------
the screen.
Please note that all votes cast by Internet must be made prior to 5:00 p.m.
CST, May 22, 2000.
IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD BY MAIL.
- -----------------------------------------------------------------------------
VOTE BY MAIL
- -----------------------------------------------------------------------------
To vote by mail, read the accompanying Proxy Statement then complete, sign
and date the proxy card below. Detach the card and return it in the envelope
provided herein.
IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, DETACH PROXY CARD AND RETURN.
ANGELICA CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 2000
- -----------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES LISTED
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1. ELECTION OF DIRECTORS to serve for three-year terms expiring in 2003:
(01) David A. Abrahamson and (02) William P. Stiritz
[ ] FOR all nominees listed.
[ ] FOR all nominees listed except .
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[ ] TO WITHHOLD AUTHORITY to vote for all nominees listed.
2. In such manner as said proxies may in their discretion determine, upon
such other matters as may properly come before the meeting.
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THE ANNUAL MEETING WILL BE HELD AT THE SAINT LOUIS CLUB, 14TH FLOOR, 7701
FORSYTH BOULEVARD, CLAYTON, MISSOURI.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING, WHETHER OR
NOT YOU ATTEND THE MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE REPRESENTED,
WE URGE YOU TO COMPLETE, DETACH AND MAIL THE PROXY CARD BELOW, OR VOTE BY
TELEPHONE OR INTERNET.
(Fold And Detach Here)
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The undersigned hereby appoints Don W. Hubble and Steven L. Frey, and each of
them, the proxy of the undersigned, each with power of substitution, to vote
all shares which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders of Angelica Corporation to be
held on May 23, 2000, and at any adjournment thereof; provided, however, that
said shares shall be voted as specified on the reverse side hereof.
This proxy is solicited by the Board of Directors. Unless otherwise indicated
this proxy will be voted FOR the election of all of the nominees listed.
Date: , 2000.
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SIGNATURE OF SHAREHOLDER(S)
(Please sign the proxy exactly as name
appears hereon. Joint owners should each
sign personally. Corporate proxies should
be signed by authorized officer.
Executors, administrators, trustees, etc.
should so indicate when signing.)
[ ] Check here if you plan to attend the
Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN IN THE
ENCLOSED ENVELOPE.
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APPENDIX
Page 20 of the printed proxy statement contains a
Stock Performance Graph. The information plotted
in the graph is presented in a tabular format immediately
following the graph.
