<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended January 29, 2000
Commission File Number 1-5674
--------------------
ANGELICA CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 43-0905260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
424 South Woods Mill Road 63017-3406
Chesterfield, Missouri (Zip Code)
(Address of principal executive offices)
(314) 854-3800
Registrant's telephone number, including area code
--------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ----------------------------- -------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Preferred Stock Purchase Rights issuable pursuant
to Registrant's Shareholder Rights Plan New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
----
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date
within 60 days prior to the date of filing.
$82,932,469 March 30, 2000
- --------------------- ---------------------------
Value Date of Valuation
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of March 30, 2000.
Common Stock, $1.00 par value, 8,675,609 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1) Portions of the Annual Report to Shareholders for fiscal year
ended January 29, 2000 are incorporated in Parts I, II & IV; 2) Portions
of the Proxy Statement dated April 13, 2000 are incorporated in Part
III.
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PART I
------
ITEM 1. BUSINESS
- -----------------
GENERAL DEVELOPMENT OF BUSINESS
Angelica Corporation (the "Company") and its subsidiaries provide
products and services to a wide variety of institutions and individuals,
which are in primarily three markets: health services, hospitality and
other service industries. The Company was founded in 1878 and was
incorporated as Angelica Corporation in 1968.
The Company's businesses are reported in three industry segments:
Textile Services, Manufacturing and Marketing and Retail Sales.
Information about the Company's industry segments appears on page 29 of
the Company's Annual Report to Shareholders for the year ended January
29, 2000 (hereinafter "Annual Report") and is incorporated herein by
reference. This information includes for each segment sales and textile
service revenues, earnings, identifiable assets, depreciation and
capital additions for each of the five years in the period ended January
29, 2000.
TEXTILE SERVICES
- ----------------
As of January 29, 2000 this segment had 27 laundry plants generally in
or near various major metropolitan areas in the United States
principally providing textile rental and laundry services for health
care institutions. (One of these laundries closed in March, 2000.) This
segment also provides a limited amount of general linen services in
selected areas, principally to hotels, motels and restaurants.
The markets in which the Textile Services segment operates are very
competitive, being characterized generally by a large number of
independent, privately-owned competitors. Industry statistics are not
available, but the Company believes that its Textile Services segment
constitutes the largest supplier of textile rental and laundry services
to health care institutions in the United States. Competition is on the
basis of quality, reliability and price.
MANUFACTURING AND MARKETING
- ---------------------------
The Company's Manufacturing and Marketing operations consist of
Angelica Image Apparel in the United States and two smaller
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operations in Canada, collectively engaged in the manufacture and sale
of uniforms and business career apparel for a wide variety of
institutions and businesses. The raw materials used by Angelica Image
Apparel in the conduct of its business consist principally of textile
piece goods, thread, and trimmings, such as buttons, zippers and labels.
The Company purchases piece goods from most major United States
manufacturers of textile products and from some non-domestic suppliers.
During the last two years, the Company has closed a number of its
domestic manufacturing plants and has been sourcing more of its image
apparel from domestic and foreign contractors and other foreign
suppliers. At the end of fiscal 2000, production releases to foreign
suppliers accounted for approximately 50% of all production releases of
this segment's products, up from approximately 10% two years ago.
The Manufacturing and Marketing operations compete with more than four
dozen largely privately-owned firms, including divisions of larger
corporations, in the United States and Canada. Competition is also
provided by local firms in most major metropolitan areas. The nature
and degree of competition varies with the customer and market where it
occurs. Industry statistics are not available, but the Company believes
that it is one of the leading suppliers of garments to hospitals, gaming
establishments, hotels and motels, food service establishments, and
textile service suppliers in the United States. Competition is extensive
and is based on many factors, including design, quality, consistency of
product, delivery, price and distribution.
The Manufacturing and Marketing segment is a supplier of image apparel
to the Textile Services and the Retail Sales segments, and those
segments are Manufacturing and Marketing's two largest customers.
RETAIL SALES
- ------------
The Retail Sales segment is a specialty retailer offering uniforms and
shoes primarily for nurses and other health care professionals through a
nationwide chain of retail stores under the name of Life Uniform and
Shoe Shops, located primarily in malls and strip shopping centers and to
a limited extent inside hospitals.
The Company believes there are approximately 2,000 specialty retail
stores in the U.S., primarily privately-owned, offering merchandise
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comparable to that offered by the Company's Retail Sales segment. In
addition, such merchandise is also offered by others, including some
large chain apparel retailers. Retail operations are conducted under
highly competitive conditions in the local area where each of the
Company's stores is located, with competition being on the basis of
store location, merchandise selection and value. Industry statistics
are not available, but the Company believes its Retail Sales segment is
the nation's largest specialty retailer offering uniforms and shoes to
nurses and other health care professionals.
ADDITIONAL INFORMATION
- ----------------------
The Company does not hold any material patents, licenses, franchises or
concessions. It does not consider its business to be seasonal to any
significant extent. The Manufacturing and Marketing business is
characterized by high working capital requirements in the form of
inventories required to satisfy the prompt delivery requirements of its
customers. Otherwise, the Company has no unusual working capital
requirements. No segment of the Company's business is dependent on a
single or a few non-affiliated customer or customers.
Since the bulk of the Company's sales are to institutional users which
buy on a regular recurring basis, the Company's backlog of orders at any
given time consists principally of firm orders in the process of being
filled and is not considered significant to the Company's business. No
portion of the Company's business is subject to renegotiation of
profits.
RESEARCH AND DEVELOPMENT
- ------------------------
Angelica Image Apparel carries on research, development and testing
programs both internally and in cooperation with independent
laboratories and research institutions, and works with suppliers to
develop specialized fabrics to improve performance and to meet specific
technological requirements. The dollar amount spent is not significant.
ENVIRONMENTAL CONSIDERATIONS
- ----------------------------
The Company does not expect any material expenditures will be required
in order to comply with any Federal, state or local environmental
regulations.
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EMPLOYEES
- ---------
The Company employs approximately 8,100 persons (including approximately
800 part-time employees).
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
- -----------------------------------------------------------------------
SALES
- -----
Sales of foreign operations and export sales were not significant. The
Company has no one major customer.
ITEM 2. PROPERTIES
- -------------------
A substantial portion of the real estate utilized by the Company is
leased. Real estate which is owned by the Company is approximately 44%
of the net book value of all fixed assets. There is no individual
parcel of real estate owned or leased which is of material significance
to the Company's total assets. No difficulty in renewing leases which
expire in the near future is anticipated by the Company. In the opinion
of the Company, all such facilities are maintained in good condition and
are adequate and suitable for the purposes for which they are used.
As of January 29, 2000, 27 laundries, both owned and leased, (including
one which has now been closed) plus warehouse facilities located in 12
states were used in the Textile Services segment. Laundry facilities
generally are not fully utilized, although some of them operate on a
multi-shift basis. The Company estimates that, assuming the
availability of labor, output of these facilities could be increased by
20 percent with existing equipment by working longer hours and by an
additional 25 percent (for a total of 45 percent) by working longer
hours plus installation of additional equipment.
The Company's real estate, both owned and leased, which is used in its
Manufacturing and Marketing segment, at January 29, 2000 was comprised
of six manufacturing plants in the United States (one of which is
scheduled to be closed in May, 2000), and one plant in Costa Rica, plus
appropriate warehouses and sales facilities in the United States and
Canada. The manufacturing facilities are generally fully utilized and
operate generally on a one-shift basis.
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As of January 29, 2000 there were 296 retail specialty stores, located
in 36 states, used in the Retail Sales segment. All retail store
premises are leased.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Company is not a party, and none of its property is subject, to any
material pending legal proceeding other than ordinary routine litigation
incidental to the business. Management believes that liabilities, if
any, resulting from pending routine litigation in the ordinary course of
the Company's business should not materially affect the financial
condition or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
- ----------------------------------------------------------
No matters were submitted to a vote of shareholders during the fourth
quarter of the Company's year ended January 29, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
<TABLE>
<CAPTION>
Present Position (and Year First
Prior Offices During Past Elected As
Name Five Years) <F1> <F2> An Officer Age
---- ------------------------- ---------- ---
<S> <C> <C> <C>
Theodore M. Armstrong Senior Vice President- 1986 60
Finance and Administration
and Chief Financial Officer
Steven L. Frey<F3> Vice President, General Counsel 1999 50
and Secretary
Don W. Hubble<F4> Chairman, President and Chief 1998 60
Executive Officer
Charles D. Molloy, Jr.<F5> Vice President; President, 1998 55
Manufacturing and Marketing
Business Segment of Angelica
Denis R. Raab<F6> Vice President; President, 1999 50
Life Retail Stores Business
Segment of Angelica
James W. Shaffer<F7> Vice President and Treasurer 1999 47
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Alan D. Wilson<F8> Vice President; President, 1995 57
Angelica Textile Services
Business Segment of Angelica
<FN>
<F1> Except as set forth below, the principal occupations of the
officers throughout the past five years have been the performance
of the functions of the offices shown above.
<F2> All officers serve at the pleasure of the Board of Directors.
<F3> Steven L. Frey has been Vice President, General Counsel and
Secretary since March 1, 1999. Prior to that, he was in private
practice from 1996 with the law firm of Helfrey, Simon & Jones,
P.C. He also served as Director of Legal and Regulatory Affairs
for Sigma Chemical Company from 1993 to 1996.
<F4> Don W. Hubble has been Chairman, President and Chief Executive
Officer since January 1, 1998. Prior to that, he served as
President and Chief Operating Officer of National Service
Industries, Inc. from 1994 to October, 1996, and as Executive Vice
President and Chief Operating Officer from 1993 to 1994.
<F5> Charles D. Molloy, Jr. has been Vice President of the Company
since August 25, 1998 and President of the Manufacturing and
Marketing Business Segment since July 20, 1998. He also served as
Executive Vice President of Angelica Image Apparel from February,
1997 to June, 1998, and as Acting President of the Manufacturing
and Marketing Business Segment from June, 1998, to July, 1998.
Prior to that, he served as Chief Financial Officer of Tail Active
Sportswear from August, 1992 to January, 1997.
<F6> Denis R. Raab has been a Vice President of the Company and
President of the Life Retail Stores Business Segment since August
1999. Prior to that he was Vice President of Operations/Logistics
of an e-Commerce startup company from 1998 to 1999, Vice
President-Director of Stores for Maurices, Inc. from 1997 to 1998,
and General Manager of the St. Louis/Central Illinois region of
Sears, Roebuck & Company from 1993 to 1997.
<F7> James W. Shaffer has been Vice President and Treasurer of the
Company since September 1999. He also served as Corporate
Controller from May 1999 to September 1999. Prior to that he
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was Director of Financial Reporting and Tax for Edison Brothers
Stores, Inc. from October 1995 to April 1999.
<F8> Alan D. Wilson resigned his position with the Company effective
April 19, 2000. He served as a Vice President of the Company from
March 15, 1995 to April 19, 2000, as President of Textile Services
Business Segment from March, 1996 to April 19, 2000, and prior to
that was President of Angelica Textile Services, Inc.
</TABLE>
None of the executive officers of the Company are related to each other.
There are no arrangements or understandings between any executive
officer of the Company and any other person pursuant to which such
officer was selected.
-7-
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- -----------------------------------------------------------------------
MATTERS
- -------
The information required by this item is included under the caption
"Common Stock Data" on page 20 of the Company's Annual Report and is
incorporated herein by reference. The number of shareholders of record
was 1,425 at March 30, 2000. The Company's Board of Directors regularly
reviews the dividends paid, and there can be no assurance that dividends
will be paid in the future since they are dependent on earnings, the
financial condition of the Company and other factors.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required by this item is included under the caption
"Financial Summary-6 Years" on page 18 of the Company's Annual Report
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ---------------------------------------------------------------------
AND RESULTS OF OPERATIONS
- -------------------------
The information required by this item is included in the text contained
under the caption "Financial Review" on pages 19 and 20 of the Company's
Annual Report and is incorporated herein by reference. The Company does
not believe the effects of inflation and changing prices have been, or
will be, material to the Company's results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information required by this item appears on pages 21 through 31 of
the Company's Annual Report and is incorporated herein by reference.
The financial statement schedule listed at Item 14(a)(2) is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ---------------------------------------------------------------------
AND FINANCIAL DISCLOSURE
- ------------------------
Not Applicable.
-8-
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PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information with respect to Directors of the Company under the caption
"The Board of Directors" on pages 4 through 6 and under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 11 of
the Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on May 23, 2000, (hereinafter "Proxy Statement") is incorporated
herein by reference. Information with respect to executive officers of
the Company appears under the caption "Executive Officers of the
Registrant" on pages 5 through 7 of Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
Information with respect to executive compensation under the captions
"Director Compensation" on page 8, "Compensation of Executive Officers"
on pages 14 and 15, "Employment Contracts and Termination of Employment
and Change-In-Control Arrangements" on pages 15 through 17, "Retirement
Plans" on page 18, "Stock Options" on pages 18 and 19, and "Option
Holdings" on page 19, of the Company's Proxy Statement is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- --------------------------------------------------------------
MANAGEMENT
- ----------
Information with respect to security ownership of certain beneficial
owners and management under the caption "Beneficial Stock Ownership" and
"Management Stock Ownership" on pages 9 and 10 of the Company's Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Not applicable.
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
- -----------------------------------------------------------------------
8-K
- ---
Annual Report
(a) Document List Page
------------- -------------
1. Financial Statements
--------------------
The following financial statements are
incorporated by reference herein and in
Item 8 above from the Company's Annual Report:
(i) Consolidated Statements of Income - 21
Years ended January 29, 2000,
January 30, 1999, and January 31, 1998
(ii) Consolidated Balance Sheets - January 29, 22
2000 and January 30, 1999
(iii) Consolidated Statements of Share- 23
holders' Equity - Years ended
January 29, 2000, January 30, 1999,
and January 31, 1998
(iv) Consolidated Statements of Cash Flows - 24
Years ended January 29, 2000, January 30,
1999, and January 31, 1998
(v) Notes to Consolidated Financial State- 25-30
ments
(vi) Report of Independent Public 31
Accountants
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2. Supplementary Data and Financial Statement Schedule
---------------------------------------------------
(i) The supplementary data entitled "Unaudited
Quarterly Financial Data" is incorporated by
reference herein and in Item 8 above from
page 30 of the Company's Annual Report.
(ii) The following financial statement schedule
is submitted as a separate section of this
report at page 15:
Schedule II - Valuation and Qualifying
Accounts - For the Three Years Ended
January 29, 2000
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial
statements or notes thereto.
(iii) Report of Independent Public Accountants
on Schedule II appears at page 14 of the
Form 10-K.
3. Exhibits
--------
See Exhibit Index on pages 16-20 hereof for a list of all
management contracts, compensatory plans and arrangements
required by this item (Exhibit Nos. 10.1 through 10.34) and
all other Exhibits filed or incorporated by reference as a
part of this report.
(b) Reports on Form 8-K
-------------------
The Registrant filed no reports on Form 8-K during the last
quarter of the year ended January 29, 2000.
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SIGNATURE
---------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report
to be signed on its behalf by the undersigned thereunto duly authorized.
ANGELICA CORPORATION
-------------------------------
(Registrant)
By: /s/ Don W. Hubble
-------------------------------
Don W. Hubble
Chairman, President and Chief
Executive Officer
Date: April 25, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.
By: /s/ Don W. Hubble By: /s/ T. M. Armstrong
-------------------------------- --------------------------------
Don W. Hubble T. M. Armstrong
Chairman, President and Senior Vice President-
Chief Executive Officer Finance and Administration
(Principal Executive Officer) and Chief Financial Officer
(Principal Financial Officer)
By: /s/ James W. Shaffer
--------------------------------
James W. Shaffer
Vice President and Treasurer
(Principal Accounting Officer)
David A. Abrahamson <F*> Susan S. Elliott <F*>
- ----------------------------------- --------------------------------
(David A. Abrahamson) (Susan S. Elliott)
Director Director
Earle H. Harbison, Jr. <F*> Leslie F. Loewe <F*>
- ----------------------------------- --------------------------------
(Earle H. Harbison, Jr.) (Leslie F. Loewe)
Director Director
Charles W. Mueller <F*> William A. Peck <F*>
- ----------------------------------- --------------------------------
(Charles W. Mueller) (William A. Peck)
Director Director
William P. Stiritz <F*> H. Edwin Trusheim <F*>
- ----------------------------------- --------------------------------
(William P. Stiritz) (H. Edwin Trusheim)
Director Director
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By his signature below, Don W. Hubble has signed this Form 10-K on
behalf of each person named above whose name is followed by an asterisk,
pursuant to power of attorney filed with this Form 10-K.
/s/ Don W. Hubble
----------------------------------
Don W. Hubble, as attorney-in-fact
Date: April 25, 2000
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Angelica Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in the Annual
Report to Shareholders of Angelica Corporation and subsidiaries
incorporated by reference in this Form 10-K, and have issued our report
thereon dated March 14, 2000. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule
listed in Item 14(a)2(ii) and appearing on page 15 is the responsibility
of the Corporation's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not
part of the basic consolidated financial statements. This schedule has
been subjected to the auditing procedures applied in the audit of the
basic consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements
taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 14, 2000
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Schedule II
ANGELICA CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED JANUARY 29,2000
(In Thousands)
-----------------------------------------------
Balance at Charged Balance
Beginning to Costs at End of
Description of Period and Expenses Deductions <Fa> Period
- ----------- ---------- ------------ --------------- ---------
Reserve for doubtful
accounts - deducted
from receivables in
the balance sheet
YEAR ENDED JANUARY 29, 2000
---------------------------
$2,623 $ 990 $ 821 $2,792
====== ===== ===== ======
YEAR ENDED JANUARY 30, 1999
---------------------------
$2,510 $1,851 $1,738 $2,623
====== ====== ====== ======
YEAR ENDED JANUARY 31, 1998
---------------------------
$2,645 $1,511 $1,646 $2,510
====== ====== ====== ======
<Fa> Doubtful accounts written off against reserve provided, net of recoveries.
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EXHIBIT INDEX
- -------------
Exhibit
Number Exhibit
- ------ -------
<F*>Asterisk indicates exhibits filed herewith.
<F**>Incorporated by reference from the document listed.
3.1 Restated Articles of Incorporation of the Company, as currently in
effect. Filed as Exhibit 3.1 to the Form 10-K for the fiscal year
ended January 26, 1991.<F**>
3.2 Current By-Laws of the Company, as last amended February 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.
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10.1 Angelica Corporation 1994 Performance Plan (as amended 1/31/95).
Filed as Exhibit 10.1 to the Form 10-K for fiscal year ended
January 28, 1995.<F**>
10.2 Retirement Benefit Agreement between the Company and Alan D.
Wilson dated August 25, 1987. Filed as Exhibit 10.2 to the Form
10-K for fiscal year ended January 28, 1995.<F**>
10.3 Form of Participation Agreement for the Angelica Corporation
Management Retention and Incentive Plan (filed as Exhibit 10.3 to
the Form 10-K for fiscal year ended 1/30/93 and incorporated
herein by reference) with revised schedule setting out executive
officers covered under such agreements and the "Benefit Multiple"
listed for each.<F**>
10.4 Angelica Corporation Stock Option Plan (As amended November 29,
1994). Filed as Exhibit 10.7 to the Form 10-K for fiscal year
ended January 28, 1995.<F**>
10.5 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to
the Form 10-K for fiscal year ended February 1, 1992.<F**>
10.6 Angelica Corporation Retirement Savings Plan, as amended and
restated. Filed as Exhibit 19.3 to the Form 10-K for fiscal year
ended January 27, 1990, incorporating all amendments thereto
through the date of this filing.<F**>
10.7 Supplemental Plan. Filed as Exhibit 19.10 to the Form 10-K for
fiscal year ended January 27, 1990, incorporating all amendments
thereto through the date of this filing. The last amendment
thereto was filed as Exhibit 10.31 to Form 10-K for fiscal year
ended January 25, 1997.<F**>
10.8 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**>
10.9 Deferred Compensation Option Plan for Directors. Filed as Exhibit
19.8 to the Form 10-K for fiscal year ended January 26,
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1991, incorporating all amendments thereto through the date of
this filing.<F**>
10.10 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1, 1992.<F**>
10.11 Management Retention Trust. Filed as Exhibit 19.4 to the Form 10-K
for fiscal year ended February 1, 1992.<F**>
10.12 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**>
10.13 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January 26,
1991.<F**>
10.14 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**>
10.15 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**>
10.16 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through August 1, 1999).<F*>
10.17 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**>
10.18 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
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filing. The last amendment thereto was filed as Exhibit 10.35 to
Form 10-K for fiscal year ended January 31, 1998.<F**>
10.19 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**>
10.20 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**>
10.21 Specimen form of Stock Option Agreement under the Angelica
Corporation 1999 Performance Plan.<F*>
10.22 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*>
10.23 Employment Agreement between the Company and Theodore M. Armstrong,
dated January 1, 2000.<F*>
10.24 Employment Agreement between the Company and Alan D. Wilson, dated
July 14, 1999. Filed as Exhibit 10.24 to the Form 10-Q for fiscal
quarter ended July 31, 1999.<F**>
10.25 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**>
10.26 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**>
10.27 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**>
-19-
<PAGE>
<PAGE>
10.28 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**>
10.29 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**>
10.30 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**>
10.31 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**>
10.32 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**>
10.33 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**>
10.34 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**>
13 Certain portions of the Annual Report to Shareholders for the
fiscal year ended January 29, 2000 which have been incorporated by
reference.<F*>
21 Subsidiaries<F*>
23 Consent of Independent Public Accountants<F*>
24 Power of Attorney<F*>
27 Financial Data Schedule<F*>
99.1 Annual Report on Form 11-K for the Angelica Corporation Retirement
Savings Plan.<F*>
-20-
<PAGE>
<PAGE>
The Company will furnish to any record or beneficial shareholder
requesting a copy of this Annual Report on Form 10-K a copy of any
exhibit indicated in the above list as filed with this Annual Report on
Form 10-K upon payment to it of its expenses in furnishing such exhibit.
-21-
<PAGE>
Exhibit 3.2
ANGELICA CORPORATION
INCORPORATED UNDER THE LAWS OF MISSOURI
BY-LAWS
REVISED FEBRUARY 28, 1989
Amended: July 25, 1989
September 26, 1989
August 25, 1992
January 26, 1993
March 30, 1993
September 28, 1993
February 22, 1994
May 24, 1994
November 26, 1996
February 25, 1997
November 25, 1997
January 27, 1998
February 24, 1998
August 25, 1998
November 30, 1999
February 29, 2000
<PAGE>
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
<S> <C>
ARTICLE I: LOCATION AND OFFICES
Section 1:1 Principal Office 1
Section 1:2 Other Offices 1
Section 1:3 Registered Office 1
ARTICLE II: SHAREHOLDERS
Section 2:1 Annual Meeting 1
Section 2:2 Special Meetings 1
Section 2:3 Place of Meetings 2
Section 2:4 Notice of Meetings 2
Section 2:5 Quorum 2
Section 2:6 Organization 2
Section 2:7 Voting 3
Section 2:8 Election of Directors 3
Section 2:9 Persons Who May Vote Certain Shares 3
Section 2:10 List of Shareholders Kept on File Before Meeting 3
Section 2:11 Proxy 4
Section 2:12 Inspectors of Election 4
Section 2:13 Notice of Shareholder Nominees 4
Section 2:14 Procedures for Submission of Shareholder
Proposals at Annual Meeting 5
Section 2:15 Conduct of Annual Meeting 6
ARTICLE III: DIRECTORS
Section 3:1 General Powers 6
Section 3:2 Number and Qualification 6
Section 3:3 Term of Office 7
Section 3:4 Removal of Directors 7
Section 3:5 Vacancies 7
Section 3:6 Place of Meetings 7
Section 3:7 Organization Meetings 8
Section 3:8 Regular Meetings 8
Section 3:9 Special Meetings 8
Section 3:10 Quorum 8
Section 3:11 Compensation 9
Section 3:12 Actions of Directors in Lieu of Meeting 9
ARTICLE IV: COMMITTEES
Section 4:1 Executive Committee 9
Section 4:2 Meetings of Executive Committee 9
Section 4:3 Emergency Management Committee 10
Section 4:4 Other Committees 10
<PAGE>
<PAGE>
<CAPTION>
PAGE
<S> <C>
ARTICLE V: OFFICERS
Section 5:1 Officers 10
Section 5:2 Elected Officers 10
Section 5:3 Functional Responsibilities 12
Section 5:4 Absence, Disability or Death - Elected Officers 12
Section 5:5 Term of Office and Compensation 12
Section 5:6 Removal 13
Section 5:7 Vacancies 13
Section 5:8 Bonding 13
Section 5:9 Execution of Instruments 13
ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
Section 6:1 Certificates of Shares 14
Section 6:2 Numbers and Data on Certificates 14
Section 6:3 Cancellation of Certificates 14
Section 6:4 Registration and Change of Registration 14
Section 6:5 Regulations for Transfer 15
Section 6:6 Lost, Stolen, Destroyed or Mutilated Certificates 15
Section 6:7 Closing of Transfer Books and Record Dates 15
Section 6:8 Dividends 15
ARTICLE VII: MISCELLANEOUS
Section 7:1 Corporate Seal 16
Section 7:2 Resignations 16
Section 7:3 Waiver 16
Section 7:4 Amendments 17
Section 7:5 Books and Records 17
Section 7:6 Severability 17
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS, OFFICERS
AND OTHERS; INSURANCE
Section 8:1 Liabilities Covered 17
Section 8:2 Procedure for Indemnification 18
Section 8:3 Advance Payment of Expenses 19
Section 8:4 Extent of Rights Hereunder 19
Section 8:5 Purchase of Insurance 19
Section 8:6 Indemnification Agreements 19
</TABLE>
<PAGE>
<PAGE>
BY-LAWS OF
ANGELICA CORPORATION
--------------------
ARTICLE I: LOCATION AND OFFICES
--------- --------------------
Principal Office.
- ----------------
Section 1:1. The principal office of the Company shall be at such
place as the Board of Directors may from time to time determine, but
until a change is effected such principal office shall be at 424 South
Woods Mill Road, Chesterfield, Missouri 63017-3406.
Other Offices.
- -------------
Section 1:2. The Company may also have other offices, in such
places (within or without the State of Missouri) as the Board of
Directors may from time to time determine.
Registered Office.
- -----------------
Section 1:3. The registered office of the Company shall be
maintained in the State of Missouri, and may be, but need not be,
identical with the principal office. The registered office may be
changed from time to time by action of the Board of Directors and upon
appropriate notice to the Secretary of State.
ARTICLE II: SHAREHOLDERS
---------- ------------
Annual Meeting.
- --------------
Section 2:1. The annual meeting of the shareholders of the
Company, for the purpose of electing Directors and for the transaction
of such other business as properly may be brought before the meeting
shall be held at such date and time as shall be set by the Board of
Directors annually at the Organizational Meeting of the Board of
Directors.
Special Meetings.
- ----------------
Section 2:2. Special meetings of the shareholders may be called
by the Chief Executive Officer, by the Board of Directors, or by, the
holders of not less than 50% of all of the outstanding shares entitled
to vote at such meeting. At the written request of a majority of the
members of the Board of Directors or of the holders of not less than 50%
of all of the outstanding shares entitled to vote at such meeting, the
Chairman of the Board, the President, or the Secretary shall issue a
call for a special meeting of the shareholders.
1
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<PAGE>
Place of Meetings.
- -----------------
Section 2:3. All meetings of the shareholders shall be held at
the principal office of the Company, or at such other place, within or
without the State of Missouri, as stated in the notice of the meeting.
Notice of Meetings.
- ------------------
Section 2:4. Unless waived, as provided in Section 7:3 of these
By-Laws, written or printed notice of each meeting of the shareholders
stating the place, day and hour of the meeting, and, in the case of a
special meeting or where otherwise required by law, the purpose or
purposes for which the meeting is called, shall, by or at the direction
of the officer or other person calling the meeting, be delivered or
given to each shareholder of record entitled to vote at such meeting,
not less than ten (10) nor more than fifty (50) days (or such greater
period as then provided by law) before the date of the meeting, either
personally or by mail. Any notice of a shareholders' meeting sent by
mail shall be deemed to be delivered when deposited in the United States
mail, with postage thereon prepaid, addressed to the shareholder at his
address as it appears on the records of the Company.
Quorum.
- ------
Section 2:5. A majority of the outstanding shares entitled at the
time to vote thereat, when represented either in person or by proxy at
any meeting of the shareholders, shall constitute a quorum for the
transaction of business, except as otherwise provided by law or the
Articles of Incorporation; but in the absence of such a quorum, a
majority of the shares represented at the meeting shall have the right
successively to adjourn the meeting to a specified date not longer than
ninety days after such adjournment, by action by a majority of the
shares represented at such meeting and without the need to give notice
to shareholders not present at the meeting. At such adjourned meeting,
at which a quorum shall attend, all business may be transacted which
might have been transacted at the original meeting; provided, that at
such adjourned meeting no person who would not have been entitled to
vote at the original meeting shall be permitted to vote. Every decision
by a majority of such quorum shall be valid as an act of the Company
unless a larger vote is required by law or by the Articles of
Incorporation.
Organization.
- ------------
Section 2:6. The Chairman of the Board or in his absence, the
Vice-Chairman of the Board, if any, or in his absence, the President, or
in his absence, a Vice-President (in the order of priority as may be
prescribed by Resolution of the Board of Directors), or in the absence
of any Vice-President, the Secretary, or in their absence any other
officer (in the order of seniority of age) shall call meetings of
shareholders to order and act as chairman thereof. In case none of the
officers is present, the shareholders present may elect a chairman of
such meeting from among their members. The Secretary of the Company
shall act as secretary of all meetings of the shareholders. In his
absence, or in the event he shall be acting as chairman, the chairman
may appoint any person to act as secretary.
2
<PAGE>
<PAGE>
Voting.
- ------
Section 2:7.1. Every shareholder entitled to vote at a meeting of
shareholders upon a particular question, pursuant to law or the Articles
of Incorporation, shall have one vote for each share of stock so
entitled to vote standing in his name on the books of the Company at the
time fixed by law or pursuant to these By-Laws for the determination of
the right to vote thereat.
Section 2:7.2. The date for determining the shareholders entitled
to vote at a meeting of shareholders shall be determined pursuant to
Section 6:7 if action thereunder shall have been taken to establish the
controlling date; otherwise, only the shareholders who are shareholders
of record at the close of business on the twentieth day preceding the
date of the meeting shall be entitled to notice of and vote at the
meeting and any adjournment thereof, with the exception that if prior to
the meeting, written waivers of notice of the meeting are signed and
delivered to the Company by all shareholders of record at the time the
meeting is convened, only the shareholders who are shareholders of
record at the time the meeting is convened shall be entitled to vote at
the meeting and any adjournment thereof.
Election of Directors.
- ---------------------
Section 2:8. In all elections for Directors of the Company, each
shareholder entitled to vote for the election of Directors shall be
entitled to one vote in person or by proxy for each share having voting
power. In each election for Directors, no shareholder shall be entitled
to vote cumulatively or to cumulate his votes.
Persons Who May Vote Certain Shares.
- -----------------------------------
Section 2:9. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the
By-Laws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy, and shares
standing in the name of a guardian, custodian, curator, or trustee, in
whose name such shares are registered, may be voted by such fiduciary,
either in person or by proxy. A shareholder whose shares are pledged
shall be entitled to vote such shares until such shares have been
transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred.
List of Shareholders Kept on File Before Meeting.
- ------------------------------------------------
Section 2:10. At least ten days before each meeting of the
shareholders, the Secretary, or in the event of his absence or
disability, an Assistant Secretary, shall prepare a complete list of
shareholders entitled to vote at such meeting, arranged in alphabetical
order with the address of and the number of shares held by each, which
list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Company and shall be subject to
inspection by any shareholder at any time during usual business hours.
Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger
3
<PAGE>
<PAGE>
or transfer book or a duplicate thereof kept in Missouri, shall be prima
facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of the
shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.
Proxy.
- -----
Section 2:11. A shareholder may vote either in person or by
proxy. A shareholder, or a shareholder's duly authorized attorney in
fact, may authorize another person to act for the shareholder as proxy
by executing a written agreement to that effect, or by giving
authorization by telephone or by the transmission of a telegram,
cablegram, facsimile, electronic mail or other means of suitable
electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the
holder of the proxy. No proxy shall be valid after eleven months from
the date of its authorization, unless otherwise provided by the
shareholder.
Inspectors of Election.
- ----------------------
Section 2:12. At each meeting of the shareholders the polls shall
be opened and closed, the proxies and ballots shall be received and be
taken in charge, and all questions touching the qualification of voters
and validity of proxies and the acceptance or rejection of votes shall
be decided by the chairman and secretary of the meeting as judges of
election; provided, however, that upon request of any shareholder, but
not otherwise, the chairman of the meeting shall appoint not less than
two persons who are not Directors as inspectors to receive and canvass
the votes given at such meeting and certify the result to him. Any
inspector, before he enters on the duties of his office, shall take and
subscribe the following oath, or any other oath as may be prescribed by
law for such purpose, before any officer authorized by law to administer
oaths: "I do solemnly swear that I will execute the duties of an
inspector of the election now being held with strict impartiality, and
according to the best of my ability." In all cases where the right to
vote upon any share or shares shall be questioned, it shall be the duty
of the inspectors, if any, or the persons conducting the vote, to
examine the transfer books of the Company as evidence of shares held,
and all shares entitled to vote that may appear standing thereon in the
name of any person or persons shall be voted upon by such person or
persons, either in person or by proxy.
Notice of Shareholder Nominees.
- ------------------------------
Section 2:13. Only persons who are nominated in accordance with
the procedures set forth in this Section 2:13 shall be eligible for
election as Directors of the Company. Nominations of persons for
election to the Board of Directors of the Company may be made at a
meeting of shareholders (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Company entitled to vote for
the election of Directors at such meeting who complies with the
procedures set forth in this Section 2:13. All nominations by
shareholders shall be made pursuant to timely notice in proper written
form to the Secretary of the Company. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Company no less than 60 days or more than 90
days prior to the
4
<PAGE>
<PAGE>
meeting; provided, however, that in the event that less than 70 days
notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper written form, such
shareholder's notice shall set forth in writing (a) as to each person
whom the shareholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including, without
limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected, and (b)
as to the shareholder giving notice (i) the name and address, as they
appear on the Company's books, of such shareholder, and (ii) the class
and number of shares of the Company which are beneficially owned by such
shareholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as Director shall
furnish to the Secretary of the Company that information required to be
set forth in a shareholder's notice of nomination which pertains to the
nominee. In the event that the shareholder seeks to nominate one or
more Directors, the Secretary shall appoint two inspectors, who shall
not be affiliated with the Company, to determine whether a shareholder
has complied with this Section 2:13. If the inspectors shall determine
that a shareholder has not complied with this Section 2:13, the
inspectors shall direct the chairman of the meeting to declare to the
meeting that the nomination was not made in accordance with the
procedures prescribed by the By-Laws of the Company, and the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.
Procedures for Submission of Shareholder Proposals at Annual Meeting.
- --------------------------------------------------------------------
Section 2:14. At any annual meeting of the shareholders of the
Company, only such business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Company who complies with
the procedures set forth in this Section 2:14. For business properly to
be brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in proper written form to the
Secretary of the Company. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices
of the Company no less than 60 days or more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days
notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper written form, such
shareholder's notice shall set forth in writing (i) a brief description
of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number of
shares of the Company which are beneficially owned by the shareholder
and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 2:14. The chairman of an annual
meeting shall, if the facts warrant,
5
<PAGE>
<PAGE>
determined and declare to the meeting in accordance with the provisions
of this Section 2:14, and, if he should so determine, he shall so
declare to the meeting and any such business not properly brought before
the meeting shall not be transacted.
Conduct of Annual Meeting.
- -------------------------
Section 2:15. The date and time of the opening and the closing of
the polls for each matter upon which the shareholders will vote at a
meeting shall be announced at the meeting by the person presiding over
the meeting. The Board of Directors of the Company may to the extent
not prohibited by law adopt by resolution such rules and regulations for
the conduct of the meeting of shareholders as it shall deem appropriate.
Except to the extent inconsistent with such rules and regulations as
adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment
of such chairman, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may to the
extent not prohibited by law include, without limitation, the following:
(i) the establishment of an agenda or order of business for the meeting;
(ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or
participation in the meeting to shareholders of record of the Company,
their duly authorized and constituted proxies or such other persons as
the chairman of the meeting shall determine; (iv) restrictions on entry
to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by
participants. Unless, and to the extent, determined by the Board of
Directors or the chairman of the meeting, meetings of shareholders shall
not be required to be held in accordance with the rules of parliamentary
procedure.
ARTICLE III: DIRECTORS
----------- ---------
General Powers.
- --------------
Section 3:1. The Board of Directors shall control and manage the
business and property of the Company. The Board may exercise all such
powers of the Company and do all lawful acts and things as are not by
law, the Articles of Incorporation, or elsewhere in these By-Laws,
directed or required to be exercised or done by the shareholders or some
particular officer of the Company.
Number and Qualification.
- ------------------------
Section 3:2. The number of Directors to constitute the Board of
Directors shall be 8, effective May 23, 2000. Each change in the number
of Directors (made by amendment to this By-Law) shall be reported to the
Secretary of State of Missouri within thirty calendar days of such
change. Directors need not be shareholders unless the Articles of
Incorporation, as amended, shall require that Directors be shareholders,
in which case any Director who shall cease to be a shareholder of record
shall thereby be disqualified and his office as Director shall thereupon
automatically become vacant.
6
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<PAGE>
Each Director shall be under the age of 72 years at the time of his
election to the Board. If a Director attains his 72nd birthday prior to
the expiration of his term, he shall serve until the next annual meeting
at which time his office as Director shall thereupon automatically
become vacant. Notwithstanding the above, a majority of the Board of
Directors may elect to waive the age requirement for a Director/Nominee.
Term of Office.
- --------------
Section 3:3. The Board of Directors shall be elected by the
shareholders entitled by law or the Articles of Incorporation to vote
for the election of Directors. The Board of Directors shall be divided
into three Groups, with the terms of office of each Group ending in
successive years. Upon expiration of a Group's initial term, all
succeeding terms shall be for a period of three (3) years, until the
next applicable Annual Shareholders Meeting. Each Director, unless
removed, resigned, disqualified, or otherwise separated from office,
shall hold office for the term for which he is elected or until his
successor shall have been elected and qualified.
Removal of Directors.
- --------------------
Section 3:4. Directors may be removed at a meeting of
shareholders called expressly for such purpose in the manner provided
herein and subject to the limitations provided by law. The entire Board
of Directors may be removed, with or without cause, by a vote of not
less than 75% of all the outstanding shares entitled to vote at such
meeting. Less than the entire Board of Directors may be removed, with
or without cause, by a vote of not less than 75% of all the outstanding
shares entitled to vote at such meeting, except in such case no Director
may be removed if the votes cast against his removal would be sufficient
to elect him if then cumulatively voted at an election of the class of
Directors of which he is a part. Such shareholders meeting shall be
held at the registered office or principal office of the Company in
Missouri or in the city or county in Missouri in which the principal
business office of the Company is located.
Vacancies.
- ---------
Section 3:5. In case of any vacancy in the Board of Directors
through death, resignation, or removal pursuant to the By-Laws or as
provided by law, of one or more of the Directors, a majority of the
surviving or remaining Directors may fill such vacancy or vacancies
until the successor or successors are elected at the next shareholders
meeting for the purpose of serving the remainder of the unexpired term.
Unless otherwise provided in the Articles of Incorporation, vacancies on
the Board of Directors resulting from any increase in the number of
Directors to constitute the Board of Directors may be filled by a
majority of Directors then in office, although less than a quorum, or by
a sole remaining Director, until the next election of Directors by the
shareholders of the Company.
Place of Meeting.
- ----------------
Section 3:6. The Board of Directors may hold its meetings at the
principal office of the Company or at such other place or places within
or without the State of Missouri as it may from
7
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<PAGE>
time to time determine. Members of the Board of Directors may
participate in a meeting of a Board by means of conference telephone or
similar communications equipment whereby all persons participating in
the meeting can hear each other, and participation in a meeting in this
manner shall constitute presence in person at the meeting.
Organization Meetings.
- ---------------------
Section 3:7. Organization meetings shall be held on a date set by
the Board of Directors, provided that such date shall be either on the
same day or a date subsequent to the Annual Meeting of Shareholders, and
shall be held at the principal office of the Corporation or at such
other place within or without the State of Missouri, as the Board may
deem acceptable. No notice shall be required for any organization
meeting.
Regular Meetings.
- ----------------
Section 3:8. The Board of Directors from time to time, by
resolution, may provide for regular meetings, which may thereafter be
held at the time and place designated, without notice thereof to the
Directors; provided, however, that any Director absent from the meeting
at which such resolution was adopted shall be notified of the adoption
thereof not less than 3 days prior to the first regular meeting to be
held pursuant thereto.
Special Meetings.
- ----------------
Section 3:9. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Vice-Chairman of the Board, if
any, the President, or any two Directors, and shall be held at the time
and place (within or without the State of Missouri) specified in the
call. Unless waived as hereinafter provided, notice of the time, place
and purpose of each special meeting shall be delivered to each Director,
either in person or by mail, postage prepaid and addressed to such
Director, either at the most recent address which he has furnished the
Secretary of the Company or at his last known resident address at least
two days before such meeting. If given by mail, such notice shall be
deemed delivered upon deposit in the United States mail, postage
prepaid, and addressed in either manner aforesaid.
Quorum.
- ------
Section 3:10. Except as otherwise provided by law, by the
Articles of Incorporation, or elsewhere in these By-Laws, a majority of
the full Board of Directors shall constitute a quorum for the
transaction of business, and the act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors. In the absence of a quorum, a majority of the
Directors present at a meeting, or the Director if there be only one
present, or the Secretary if there be no Director present, may adjourn
the meeting from time to time, not to exceed thirty days until a quorum
be had. No notice other than announcement at the meeting need be given
of such adjournment.
8
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Compensation.
- ------------
Section 3:11. A Director may be entitled to receive (a) such
transportation and other expenses incident to his attendance at any
meeting of the Board of Directors or of any committee thereof of which
he may be a member as the Board of Directors from time to time may
determine, and (b) such compensation as the Board of Directors from time
to time may determine.
Actions of Directors in Lieu of Meeting.
- ---------------------------------------
Section 3:12. Any action which is required to be or may be taken
at a meeting of the directors may be taken without a meeting if consents
in writing, setting forth the action so taken, are signed by all of the
Directors. The consents shall have the same force and effect as a
unanimous vote of the Directors at a meeting duly held and may be stated
as such in any certificate or document filed pursuant to the provisions
of Missouri law. The Secretary shall file the consents with the minutes
of the meetings of the Board of Directors.
ARTICLE IV: COMMITTEES
---------- ----------
Executive Committee.
- -------------------
Section 4:1. The Board of Directors may, at its discretion and by
resolution adopted by a majority of all the members of the Board of
Directors, designate an Executive Committee to consist of two or more
Directors, one of whom shall be designated by the Board as Chairman of
the Executive Committee. The Board of Directors may delegate to the
Executive Committee any and all authority in the management of the
Company otherwise vested in the Board of Directors. The Board of
Directors shall have the power at any time to expand or limit the
authority of, to fill vacancies in, to change the membership of, or to
dissolve the Executive Committee. A majority of the members of the
Executive Committee shall be sufficient to determine its action unless
the Board of Directors shall otherwise provide for a greater percentage.
Meetings of Executive Committee.
- -------------------------------
Section 4:2. Regular meetings of the Executive Committee may be
held without call or notice at such times and places as the Executive
Committee from time to time may fix. Other meetings of the Executive
Committee may be called by any member thereof either by oral,
telegraphic or written notice not later than the day prior to the date
set for such meeting. Such notice shall state the time and place of the
meeting and, if by telegraph or in writing, shall be addressed to each
member at his address as shown by the records of the Secretary of the
Company. Any member may, or upon request by any member, the Secretary
shall, give the required notice calling the meeting. The Executive
Committee shall keep a record of its proceedings, and shall regularly
present such records to the Board of Directors. Members of the
Executive Committee or any other Committee designated by the Board of
Directors may participate in a meeting of the Committee by means of
conference telephone or similar
9
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communications equipment whereby all persons participating in the
meeting in this manner shall constitute presence in person at the
meeting.
Emergency Management Committee.
- ------------------------------
Section 4:3. The Board of Directors, by resolution of a majority of
the whole Board, may appoint three or more persons to constitute an
Emergency Management Committee or otherwise designate the manner in
which the membership of such Committee shall be determined. To the
extent provided in said resolution, and subject to the provisions of the
Articles of Incorporation and these By-Laws, such Committee shall have
and may exercise all the powers of the board of Directors in the
management of the business and affairs of the Company but only during
any period when the Board of Directors shall be unable to function by
reason of vacancies therein caused by death, resignation or otherwise,
and there shall be no Director remaining and able to fill such vacancies
pursuant to Section 3:5 of Article III and until a Board of Directors
shall have been duly constituted. Such Committee shall, during the time
it is authorized to function as provided herein, have power to call
special meetings of stockholders, to elect or appoint officers to fill
vacancies as circumstances may require and to authorize the seal of the
Company to be affixed to all papers which may require it. Such
Committee shall make its own rules of procedure. A majority of the
Committee shall constitute a quorum. Any vacancy in the Committee
caused by death, incapacity, resignation or otherwise may be filled by
the remaining members though less than a quorum and any member so chosen
shall serve until a Board of Directors has been duly constituted.
Other Committees.
- ----------------
Section 4:4. Other Committees may be established from time to
time by the Board of Directors. Such other Committees shall have such
purpose(s) and such power(s), as the Board of Directors by resolution
may confer. The Board of Directors or such officer or Committee as the
Board of Directors may designate, shall have the power to appoint
members of such other Committee, to remove any member thereof and to
fill any vacancy therein, and to designate the Chairman of such other
Committee. Unless otherwise provided by the Board of Directors, a
majority of the members of such other Committee shall constitute a
quorum, and the acts of a majority of the members present at a meeting
at which a quorum is present shall be the act of such other Committee.
ARTICLE V. OFFICERS
--------- --------
Section 5:1. The Principal Officers of the Company shall be a
Chairman of the Board, a Vice-Chairman of the Board (if the Board shall
choose to elect one), a Chief Executive Officer, a President, one or
more Executive Vice-Presidents, one or more Vice-Presidents and/or Vice-
Presidents of such designation as the Board shall deem appropriate, a
Secretary, a Treasurer, one or more Controller(s) and such other officer
or assistant officers as may be deemed necessary and elected by the
Board of Directors. Each elected officer shall have all powers and
duties usually incident to such elected office except as modified
pursuant to the provisions of Sections 5:2 and 5:3. Any two or more
offices may be held by the same person
10
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except that the offices of Chairman of the Board or of President and the
office of the Secretary may not be held by the same person. Any officer
elected by the Board may be specially designated by the Board with one
or more functional titles.
Elected Officer.
- ---------------
Section 5:2. The general duties of the elected officers shall be
as set forth below:
(a) Chairman of the Board. The Board of Directors shall elect
---------------------
one of its number Chairman of the Board who shall preside at all
meetings of the shareholders and of the Board of Directors at which he
may be present. The Chairman of the Board shall have such other powers
and duties as, from time to time, shall reside in or be assigned said
office pursuant to the provisions of subsection (h) of this Section 5:2
and of Section 5:3.
(b) Vice-Chairman of the Board. The Board of Directors may, in
--------------------------
its discretion, elect one of its number Vice-Chairman of the Board who,
in the absence of the Chairman of the Board, shall preside at all
meetings of the shareholders and of the Board of Directors at which he
may be present. The Vice-Chairman of the Board shall have such other
powers and duties as, from time to time, shall reside in or be assigned
said office pursuant to the provisions of subsection (h) of this Section
5:2 and Section 5:3.
(c) President. When the Chairman of the Board, and the Vice-
---------
Chairman of the Board, if any, are absent the President shall preside at
all meetings of the Board of Directors and shall have such other powers
and duties as, from time to time shall reside in or be assigned to said
office pursuant to the provisions of subsection (h) of this Section 5:2
and of Section 5:3.
(d) Executive Vice-President and Vice-President. Each Executive
-------------------------------------------
Vice-President and each Vice-President, of such designation as the Board
has deemed appropriate, shall have such powers and duties as, from time
to time, shall reside in or be assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.
(e) Treasurer. Subject to the authority of the Chief Financial
---------
Officer of the Company, if there be one, the Treasurer shall have
custody of, and be responsible for, all the funds and securities of the
Company, and shall deposit and withdraw such funds and securities in and
from such banks, trust companies, or other depositories as shall be
selected by and in accordance with the resolutions adopted from time to
time by the Board of Directors. He shall also have such other powers
and duties as, from time to time shall reside in or be as assigned to
said office pursuant to the provisions of subsection (h) of this Section
5:2 and of Section 5:3.
(f) Secretary. The Secretary shall keep the minutes of the
---------
meetings of the shareholders, the Board of Directors (unless otherwise
delegated by the Board to one of its members), and the Executive
Committee, if any, shall see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law,
be custodian of the Company's records and seal, keep a register of the
post office address of all shareholders, have general charge of the
books and records of the Company, and sign such instruments with
11
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the President or other officers as may be required. The Secretary shall
have such other powers and duties as, from time to time, shall reside in
or be as assigned to said office pursuant to the provisions of
subsection (h) of this Section 5:2 and of Section 5:3.
(g) Controller. Subject to the authority of the Chief Financial
----------
Officer of the Company, if there be one, the Controller shall have
custody of and be responsible for the maintenance of the books of
account of the Company. He shall also have such other powers and
duties as, from time to time shall reside in or be as assigned to said
office pursuant to the provisions of subsection (h) of this Section 5:2
and of Section 5:3.
(h) Other Duties and Responsibilities. Subject to the ultimate
---------------------------------
authority of the Board of Directors and its Executive Committee, if
there be one, each of the officers elected or appointed by the Board of
Directors, shall have such other duties and responsibilities as may be
provided by law, and to the extent not in conflict with law, and as
shall from time to time be assigned, modified or terminated by the Chief
Executive Officer or his designee (which may be the person who is such
officer's immediate superior as shown on any Company organization chart
or similar document outlining job duties, responsibilities or
accountabilities of the Company's officers as may be in effect from time
to time).
Functional Responsibilities.
- ---------------------------
Section 5:3. Chief Executive Officer. The Chief Executive
-----------------------
Officer shall have active executive management of and ultimate
responsibility for the conduct of the business operations of the
Company. Such executive management shall include the assignment of
responsibilities of other elected or appointed officers, provided
however, that he may, in his sole discretion, delegate his authority to
assign the responsibilities of the other elected officers to an officer
designated by him for that purpose. Unless such power is otherwise
delegated to some other officer, agent or proxy, the Chief Executive
Officer shall have full power and authority in behalf of the Company:
(i) to act and to vote, as fully as the Company might do if present at
any meeting, or any adjournment thereof, of the shareholders of a
corporation in which the Company may hold stock; (ii) to waive notice of
and consent to the holding of any such meeting or adjournment; and (iii)
to sign a consent to action in lieu of any such meeting or adjournment.
Absence, Disability or Death - Elected Officers.
- -----------------------------------------------
Section 5:4. In the absence, disability or death of any elected
Officer of the Company the duties and powers of such officer shall be
performed first by the superior of such officer, or by such superior's
designee, or second by the person who is the officer's subordinate as
shown in any Company organization chart or similar document outlining
job duties, responsibilities or accountabilities of such officer in
effect from time to time.
Term of Office and Compensation.
- -------------------------------
Section 5:5. The compensation of the elected or appointed
officers of the Company shall be fixed by the Board of Directors;
provided, however, that the Board of Directors may delegate to any
committee or officer, other than the holder of the office involved, the
power to
12
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<PAGE>
fix the compensation of officers. All officers of the Company shall
hold office only at the pleasure of the Board of Directors.
Removal.
- -------
Section 5:6. Any officer elected by the Board of Directors may be
removed by the Board of Directors with or without a hearing and with or
without cause whenever in its judgement the best interests of the
Company will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Vacancies.
- ---------
Section 5:7. Any vacancy in any office because of death,
resignation, removal, or any other cause shall be filled in the manner
prescribed in these By-Laws for the election to such office.
Bonding.
- -------
Section 5:8. If so required by the Board of Directors, or
applicable Company policy an officer shall give bond for the faithful
discharge of his duties in such form and amount and with such sureties
as the Board of Directors may provide, but the premiums for any such
bond shall be borne by the Company.
Execution of Instruments.
- ------------------------
Section 5:9. All bills of exchange, promissory notes, and checks
issued, drawn, or made by the Company shall be signed by such officer or
officers, or such individual or individuals, as the Board of Directors
may from time to time designate therefor; provided, however, that in the
absence of any such designation, they may be signed on behalf of the
Company by any two of the following officers: The Chairman of the Board,
the Vice-Chairman of the Board, if any, the President, any Executive
Vice President, any Vice-President, and the Treasurer. Any other
contract or obligation of the Company shall be executed by such officer
or officers, or such other individual or individuals, as the Board of
Directors may direct, or, in the absence of such direction, by the
Chairman of the Board, the Vice-Chairman of the Board, if any, the
President, any Executive Vice-President, any Vice-President (of whatever
designation he/she may have), the Secretary, the Treasurer, or an
Assistant Secretary, provided, however, that any person designated as an
authorized signer, whether by law, by action of the Board of Directors,
by these By-Laws, or otherwise, shall, without exception, obtain the
prior approvals, or the review of action, required by any resolution
adopted by the Board of Directors expressing a policy governing the
execution of documents intended to bind this Company. The seal of the
Company may be affixed to instruments executed on its behalf by its
proper officers and shall be affixed to such instruments as required by
law and as the Board of Directors may direct. When affixed, the seal
may be attested by the Secretary, an Assistant Secretary or by such
other officer as the Board of Directors may direct.
13
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ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
---------- ---------------------------
Certificates of Shares.
- ----------------------
Section 6:1. Certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with applicable law or
the Articles of Incorporation, as shall be approved by the Board of
Directors, and shall be signed by the Chairman of the Board or by the
President or an Executive Vice-President or a Vice-President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, provided that the signatures of any such officers thereon may
be facsimiles, engraved or printed, if such certificates are signed by a
transfer agent other than the Company or its employee or by a registrar
other than the Company or its employee. The seal of the Company shall
be impressed, by original or by facsimile, printed or engraved, on all
such certificates. In case any such officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon any such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the Company with same effect as if such
officer, transfer agent or registrar had not ceased to be such officer,
transfer agent or registrar at the date of its issue.
Numbers and Data on Certificate.
- -------------------------------
Section 6:2. All Certificates shall be numbered as may be
required by resolution of the Board of Directors, and each shall show
thereon the name of the person owning the shares represented thereby,
the number of such shares, and the date of issue, which information
shall be entered on the Company's books.
Cancellation of Certificates.
- ----------------------------
Section 6:3. Every certificate surrendered to the Company for
transfer or otherwise in exchange for a new certificate shall be marked
"canceled" with the date of cancellation, and no new certificate(s) in
lieu thereof shall be issued until the former certificate(s) for an
equivalent number of shares shall have been surrendered and cancelled,
except as otherwise provided in Section 6:6 of these By-Laws.
Registration and Change of Registration.
- ---------------------------------------
Section 6:4. The names and addresses of the persons owning
certificates representing shares of stock in the Company together with
the number of shares of stock owned by them respectively shall be
registered on the books of the Company. The Company shall register
transfers of such certificates together with the date of such transfers
if the certificates are (1) delivered and endorsed either in blank or to
a specified person by the person appearing by the certificate to be the
owner of the shares represented thereby, or (2) delivered together with
a separate document containing a written assignment of the certificate
or a power of attorney to sell, assign, or transfer the same or the
share represented thereby, signed by the person appearing by the
certificate to be the owner of the shares represented thereby (said
assignment or power of attorney to be either in blank or to a specified
person), or (3) delivered together with
14
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<PAGE>
an assignment endorsed thereon or in a separate instrument signed by the
trustee in bankruptcy, receiver, guardian, executor, administrator,
custodian, or other person duly authorized by law to transfer the
certificate on behalf of the person appearing by the certificate to be
the owner of the shares represented thereby. Notwithstanding the above
provisions on transfers of shares, the person in whose name shares stand
on the books of the Company at the date of the closing of the transfer
books or at the record date fixed by law or pursuant to Section 6:7 of
these By-Laws shall be deemed the owner thereof insofar as rights to
receive dividends, to vote, and to have any other rights or privileges
as a shareholder.
Regulations for Transfer.
- ------------------------
Section 6:5. The Board of Directors shall have power and authority
to make such rules and regulations as it deems expedient concerning the
issue, transfer, and registration of certificates for shares of the
capital stock of the Company, and may appoint one or more transfer
agents or transfer clerks as registrars of transfer, and may require all
certificates to bear the signature of a transfer agent or transfer clerk
or registrar of transfer.
Lost, Stolen, Destroyed or Mutilated Certificates.
- -------------------------------------------------
Section 6:6. Upon proof satisfactory to the Chairman of the
Board, or, in his absence the President and the Secretary that any
certificate for shares of the capital stock of the Company issued and
outstanding has been lost, stolen, destroyed or mutilated, and upon due
application in writing by the person in whose name the same may stand of
record on the books of the Company, or by his legal representative, and
the surrender thereof in the case of a mutilated certificate, or, in the
case of a certificate having been lost, stolen, or destroyed, the giving
of an indemnifying bond in such form and amount and with such sureties
as the Board of Directors may require, the proper officers of the
Company are authorized and empowered to issue a new certificate or
certificates to the owner thereof in lieu of the certificate that has
been lost, stolen, destroyed, or mutilated. The Board of Directors may
delegate to any transfer agent of the Corporation the authorization of
the issue of such new certificate or certificates and the approval of
the form and amount of such indemnity bond or bonds and the surety or
sureties thereon.
Closing of Transfer Books and Record Dates.
- ------------------------------------------
Section 6:7. The Board of Directors shall have power to close the
transfer books of the Company for a period not exceeding fifty days (or
such greater period as then provided by law) preceding the date of any
meeting of shareholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect, or in lieu
thereof may fix in advance a date not exceeding fifty days (or such
greater period as then provided by law) preceding the date of any
meeting of shareholders or the date for payment of any dividend or the
date of the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect, as a record date
for the determination of the shareholders entitled to notice of and to
vote at any such meeting and any adjournment thereof or entitled to
receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change,
15
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<PAGE>
conversion or exchange of shares, and in such case only shareholders of
record on the date of closing the transfer books or on the record date
so fixed shall be entitled to such notice of and to vote at such meeting
and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any shares on the books of
the Company after such date of closing of the transfer books or such
record date fixed as aforesaid.
Dividends.
- ---------
Section 6:8. Subject to any and all limitations upon the payment
of dividends imposed by law or by the Articles of Incorporation, the
Board of Directors, in its discretion, may from time to time declare and
cause to be paid dividends upon the outstanding shares of the capital
stock of the Company in cash, property, shares of the capital stock of
the Company, or any combination thereof.
ARTICLE VII: MISCELLANEOUS
----------- -------------
Corporate Seal.
- --------------
Section 7:1. The Board of Directors shall provide a suitable
seal, containing the name of the Company, which seal shall be in the
custody of the Secretary, and may provide for one or more duplicates
thereof to be kept in the custody of the Treasurer and Assistant
Treasurer and/or Assistant Secretary.
Resignations.
- ------------
Section 7:2. Any Director or Officer of the Company may resign
such office at any time by giving written notice to the Chairman of the
Board of Directors, the President, or the Secretary. Such resignation
shall take effect at the date of the receipt of such notice, or at any
later time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
Waiver.
- ------
Section 7:3. Whenever any notice is required to be given by law,
the Articles of Incorporation, or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, or a
duly authorized representative of such person, whether before or after
the time stated therein, shall be deemed equivalent to the giving of
such notice. Presence at a meeting of shareholders or of Directors
shall constitute a waiver of notice except where the shareholder or
Director states that he is present solely for the purpose of objecting
to the transaction of business because the meeting was not lawfully
called or convened.
16
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Amendments.
- ----------
Section 7:4. The Board of Directors, provided the power conferred
hereby shall not be inconsistent with the Articles of Incorporation or
applicable law, shall have power to make, amend and repeal the By-Laws
of the Company by a vote of a majority of all of the members of the
Board of Directors at any organization, regular or special meeting of
the Board, provided that notice of intention to make, amend or repeal
the By-Laws, in whole or in part shall have been given at the next
preceding meeting; or, without any such notice, by a vote of 2/3 of all
of the members of the Board of Directors.
Books and Records.
- -----------------
Section 7:5. Except as the Board of Directors may from time to
time direct or as may be required by law, the Company shall keep its
books and records at its principal office.
Severability.
- ------------
Section 7:6. If any word, clause or provision of these By-Laws
shall, for any reason, be determined to be invalid or ineffective, the
provisions hereof shall not otherwise be affected thereby and shall
remain in full force and effect.
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS,
------------ OFFICERS AND OTHERS; INSURANCE
------------------------------
Liabilities Covered
- -------------------
Section 8:1(a). The Company shall indemnify any person who was,
or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company or (at the request of the Company
and in addition to his or her service as a director or officer of the
Company) is or was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceedings, to the full
extent and under the circumstances permitted by law. For the purposes
of this ARTICLE VIII, "officer" shall mean each person elected, or
requested to serve, as an officer by the Board of Directors of the
Company and any other person serving as an officer shall not be an
officer for the purposes of this ARTICLE VIII but may be indemnified as
an employee or agent of the Company or other enterprise.
Section 8:1(b). In addition, the Company may (but shall not be
obligated to) indemnify any person who was or is threatened to be made,
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an employee or agent of the Company
or is or was serving
17
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at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceedings, to the full extent and
under the circumstances permitted by law.
Section 8:1(c). The Company shall not be obligated to indemnify
any person in connection with his service as a director, officer,
employee or agent of a constituent corporation merged into or
consolidated with the Company, or his service at the request of such a
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise; provided, however, such person may be indemnified, to the
full extent and under the circumstances permitted by law, if in
connection with such merger or consolidation, the Board of Directors of
the Company so directs or the agreement providing for such merger or
consolidation so provides.
Section 8:1(d). If this Section 8:1 is approved by a vote of the
stockholders of the Company, indemnification shall or may (as the case
may be) be provided hereunder unless the conduct of the person to be
indemnified is finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
Section 8:1(e). Notwithstanding anything set forth herein, no
indemnity shall be paid by the Company (i) in respect of remuneration
paid to any person if it shall be determined by a final judgment or
other final adjudication that such remuneration was in violation of law,
or (ii) on account of any suit in which judgment is rendered against any
person (seeking indemnification hereunder) for an accounting of profits
made from the purchase or sale by such person of securities of the
Company pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law.
Procedures for Indemnification.
- ------------------------------
Section 8:2. Any indemnification under Section 8:1(a) of this
ARTICLE VIII (unless ordered by a court) shall be made by the Company
unless a determination is reasonably and promptly made that
indemnification is not proper in the circumstances because the person to
be indemnified has not satisfied the conditions set forth in such
Section 8:1. Any indemnification under Section 8:1(b) of this ARTICLE
VIII (unless ordered by a court) shall be made as authorized in a
specified case upon a determination that indemnification is proper in
the circumstances because the person to be indemnified has satisfied the
conditions set forth in such Section 8:1. Any such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
18
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Advance Payment of Expenses.
- ---------------------------
Section 8:3(a). With respect to any person entitled to be
indemnified under Section 8:1(a) of this ARTICLE VIII, expenses incurred
in defending a civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of the action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
person seeking such advance to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
Company as authorized in this ARTICLE VIII.
Section 8:3(b). With respect to any person who may be indemnified
under Section 8:1(b) of this ARTICLE VIII, expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by
the Company in advance of the final disposition of the action, suit or
proceeding as authorized by the Board of Directors in a specific case
upon receipt of an undertaking by or on behalf of the person seeking
such indemnification to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Company as
authorized in this ARTICLE VIII.
Extent of Rights Hereunder.
- --------------------------
Section 8:4. The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of
stockholders of disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or other agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
Purchase of Insurance.
- ---------------------
Section 8:5. The directors may authorize, to the extent permitted
by The General and Business Corporation Law of Missouri, as in effect
and applicable from time to time, the purchase and maintenance of
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in such capacity
or arising out of his status as such, whether or not the Company would
have the power to indemnify him against such liability under the
provisions of The General and Business Corporation Law of Missouri.
Indemnification Agreements.
- --------------------------
Section 8:6. With respect to any of the persons who shall or may
be indemnified pursuant to Section 8:1 of this ARTICLE VIII, the Company
may enter into written agreements providing for the mandatory
indemnification of such persons in accordance with the provisions of
this ARTICLE VIII. In the event of any conflict between the provisions
of this ARTICLE VIII and the provisions of an indemnification agreement
adopted by the stockholders, the terms of such agreement shall prevail.
19
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Exhibit 10.16
RESTATED
ANGELICA CORPORATION
STOCK BONUS AND INCENTIVE PLAN
(Incorporating Amendments Adopted Through August 1, 1999)
Restated
Stock Bonus Plan
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RESTATED
ANGELICA CORPORATION
STOCK BONUS AND INCENTIVE PLAN
SECTION 1 ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE 3
SECTION 2 DEFINITIONS 3
SECTION 3 ELIGIBILITY AND PARTICIPATION 6
SECTION 4 ADMINISTRATION 6
SECTION 5 AVAILABLE STOCK 7
SECTION 6 DURATION 8
SECTION 7 ELECTION OF BENEFITS 8
SECTION 8 RESTRICTED STOCK BONUS AWARDS 9
SECTION 9 RESTRICTED STOCK 9
SECTION 10 CHANGE OF CONTROL 13
SECTION 11 RIGHTS OF EMPLOYEES 16
SECTION 12 AMENDMENT, MODIFICATION, AND TERMINATION 16
SECTION 13 TAX WITHHOLDING 17
SECTION 14 MISCELLANEOUS PROVISIONS 17
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RESTATED
ANGELICA CORPORATION
STOCK BONUS AND INCENTIVE PLAN
SECTION 1
ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE
1.1 ESTABLISHMENT. Angelica Corporation, a Missouri
corporation, has previously established the "ANGELICA CORPORATION STOCK
BONUS AND INCENTIVE PLAN" (the "Plan") for key Employees. The Plan
permits the grant of Restricted Stock, and provides for payments in the
form of Stock and/or cash. The Plan is hereby amended and restated in
its entirety to read as set forth herein.
1.2 PURPOSE. The purpose of the Plan as amended is to advance
the interests of the Company and its shareholders by encouraging the
success of the Company by providing for the acquisition of an equity
interest by key Employees, by providing additional incentives and
motivation toward superior Company performance, and by enabling the
Company to attract and retain the services of key Employees upon whose
judgment, talents, and special effort the successful conduct of its
operations is largely dependent.
1.3 EFFECTIVE DATE. The Plan as amended shall become effective
immediately upon its adoption by the Board of Directors of the Company.
SECTION 2
DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Administrator" means the Compensation and Organization
Committee of the Board.
(b) "Award" means any Restricted Stock granted under the Plan.
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(c) "Board" means the Board of Directors of the Company.
(d) "Bonus Payment Date" means the date on which a cash bonus is
scheduled to be paid under the Bonus Plan for a particular Bonus Year.
(e) "Bonus Plan" means the Angelica Corporation Incentive
Compensation Plan, or such other incentive compensation plan or program
as may from time to time be approved by the Compensation and
Organization Committee of the Board.
(f) "Bonus Year" means a fiscal year with respect to which a
cash bonus may be paid under the terms of the Bonus Plan. A Bonus Year
will be referred to by the calendar year in which the Bonus Year ends.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Company" means Angelica Corporation, a Missouri
corporation.
(i) "Continuing Director" means each individual who is a member
of the Board on the Effective Date, and each individual who becomes a
member of the Board after the Effective Date without opposition from a
majority of the then Continuing Directors; PROVIDED THAT, an individual
shall not be a Continuing Director after he or she resigns as a member
of the Board, or while such individual is (or has contracted to become)
a full-time Employee of the Company.
(j) "Disability" means a physical or mental condition which
renders the Participant incapable of continuing in the employment of the
Company. Disability shall be deemed to exist when certified by a
physician who is acceptable to the Administrator.
(k) "Elected Shares" means those shares of Restricted Stock
described in Section 8.1.
(l) "Election Date" means the date established by the
Administrator, by which date a Participant must make an election as
described in Section 7. The Election Date must be at least one (1)
month before a Bonus Payment Date.
(m) "Employee" means a salaried employee (including officers and
directors who are also employees) of any member of the Group.
(n) "Fair Market Value" means, for any particular date, (i) for
any period during which the Stock shall be listed for trading on a
national securities exchange, the average of the high and low prices per
share reported on such exchange, (ii) for any period during which the
Stock shall not be listed for trading on a national securities exchange,
but when prices for the Stock shall be
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Stock Bonus Plan
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reported by the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the average of
the high and low transaction prices per share as quoted by National
Market System of NASDAQ, (iii) for any period during which the Stock
shall not be listed for trading on a national securities exchange or its
price reported by the National Market System of NASDAQ, but when prices
for the Stock shall be reported by NASDAQ, the average of the closing
bid and asked prices as reported by the NASDAQ or (iv) in the event
neither (i), (ii) or (iii) above shall be applicable, the market price
per share of Stock as determined by a nationally recognized investment
banking firm selected by the Board. If Fair Market Value is to be
determined as of a day when the securities markets are not open, the
Fair Market Value on that day shall be the Fair Market Value on the
immediately preceding day when the markets were open.
(o) "Group" means the Company and every Subsidiary and Operating
Division of the Company.
(p) "Matching Shares" means those shares of Restricted Stock
described in Section 8.2.
(q) "Non-U.S. Participant" means a Participant who is not
normally resident in the United States.
(r) "Participant" means any Employee who meets the requirements
of Section 3.
(s) "Period of Restriction" means the period during which a
share of Restricted Stock is restricted pursuant to Section 9 of the
Plan.
(t) "Permissible Transferee" means a person or entity, other
than an Employee, in whose name Shares are credited as provided in
Sections 8.1 or 8.2. The only Permissible Transferees are (i) one or
more members of the Participant's family, (ii) one or more trusts for
the benefit of the Participant and/or one or more members of the
Participant's family, or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other entities in
which the aggregate interests of the Participant and members of the
Participant's family exceed eighty percent (80%) of all interests. For
this purpose, the Participant's family includes only the Participant's
spouse, children and grandchildren.
(u) "Reporting Person" means a person subject to Section 16 of
the Securities Exchange Act of 1934.
(v) "Restricted Stock" means Stock granted pursuant to Section 9
of the Plan, but a share of such Stock shall cease to be Restricted
Stock when the conditions to and limitations on transferability under
Section 9 have been satisfied or have expired, respectively.
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(w) "Retirement" means termination of employment with the Group
by a Participant who has either attained the age of 62 or,
alternatively, attained the age of 55 and completed at least ten years
of service with the Group. Years of service for this purpose shall be
determined under those terms of the Angelica Corporation Pension Plan,
as amended, which apply to vesting.
(x) "Stock" means the Common Stock of the Company, par value
$1.00 per share.
(y) "Subsidiary" means a subsidiary corporation as defined in
Section 425 of the Code.
(z) "Window Period" means the third to the twelfth business day
following the release for publication of the Company's quarterly or
annual earnings report.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the
context, words in the masculine gender when used in the Plan shall
include the feminine gender, the singular shall include the plural, and
the plural shall include the singular.
2.3 SEVERABILITY. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision
had not been included.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Eligibility for participation in the Plan for each Bonus Year
shall be established by the Administrator by adopting a resolution to
that effect and advising the affected Employees of the adjustment at
least six months before the end of the Bonus Year. Once established, the
eligibility criteria shall remain in effect until next adjusted by the
Administrator.
SECTION 4
ADMINISTRATION
The Administrator shall have the authority to prescribe forms
which must be used for the purposes of this Plan.
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SECTION 5
AVAILABLE STOCK
5.1 NUMBER OF SHARES. Subject to adjustment upon occurrence of
any of the events indicated in Section 5.3, the total number of shares
of Stock issuable pursuant to Awards under the Plan may not exceed
350,000. The shares to be delivered under the Plan may consist, in
whole or in part, of authorized but unissued Stock or treasury Stock not
reserved for any other purpose.
5.2 AVAILABLE SHARES. The number of shares of Stock available
for Awards hereunder at any given time shall be the number of shares
specified in Section 5.1, adjusted as follows:
(a) RESERVATION OF SHARES. At the time Restricted Stock is
granted to a Participant, shares of Stock equal to the number of shares
so granted shall be reserved from the total number of shares available
for Awards hereunder. Shares which are reserved in accordance with this
subsection (a) shall not be available for further Awards hereunder.
(b) REDUCTION OF RESERVED SHARES. At the time of the
expiration of all restrictions on a grant of Restricted Stock, shares
equal to the number of shares subject to such grant shall no longer be
available for Awards hereunder, and the number of shares held in reserve
in accordance with (a), above, shall be reduced accordingly. Upon the
occurrence of an event which causes the forfeiture of Restricted Stock,
the number of shares of Stock which had been reserved with respect to
the grant of such Restricted Stock in accordance with (a), above, equal
to the number of shares so forfeited shall no longer be reserved for
such purpose and shall not be available for further Awards hereunder.
5.3 EFFECT OF CHANGES IN CAPITALIZATION, MERGER, ETC.
(a) In the event of any increase or decrease in the number
of shares of Stock of the Company by reason of the payment of a Stock
dividend, a Stock split, reverse Stock split, or combination or
consolidation of shares of Stock or like capital adjustment at any time
or from time to time such that the holders of Stock of the Company have
had an adjustment made in the number of shares of Stock owned by them
without payment of any additional consideration therefor, then the
aggregate number of shares then reserved under the Plan shall be as
though the shares of Stock reserved had been outstanding prior to any of
the above-described adjustments.
(b) In the event that the Company shall issue additional
shares of Stock for cash or other good consideration, there shall be no
adjustment in the number of shares of Stock available for issuance
pursuant to the Plan.
Restated
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SECTION 6
DURATION
The Plan shall remain in effect until (a) all Stock subject to it
shall have been purchased or acquired, (b) the Board terminates the Plan
pursuant to Section 12, or (c) April 1, 2003, whichever shall first
occur.
SECTION 7
ELECTION OF BENEFITS
7.1 A Participant may elect to forego a minimum of ten percent
(10%) and a maximum of fifty percent (50%) of the cash bonus (if any)
which he otherwise might receive under the Bonus Plan for a Bonus Year
and to receive Restricted Stock in lieu thereof, provided however that
the amount of cash bonus taken into account for purposes of applying a
Participant's election for a particular Bonus Year will not exceed one
hundred twenty five percent (125%) of the Participant's target bonus for
that Bonus Year. The election must be made by the Election Date, on and
in accordance with forms prescribed by the Administrator. An election
becomes irrevocable after the Election Date, except that if a
Participant's employment ends after an Election Date and before the
subsequent Bonus Payment Date, any election which he may have made
pursuant to this Section 7 shall be void and of no effect. If an
election form is not properly completed and returned to the
Administrator before the Election Date, it will be presumed that the
Participant elects not to receive Restricted Stock with respect to that
Bonus Year.
7.2 For Bonus Year 1993, any election made pursuant to this Plan
is expressly conditioned upon the approval of this Plan by a majority
vote of the shareholders of the Company at the Annual Meeting of
Shareholders in 1993. If such approval is not obtained at such meeting,
all elections under this Plan shall be void and of no effect.
Restated
Stock Bonus Plan
8
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SECTION 8
RESTRICTED STOCK BONUS AWARDS
8.1 A Participant who elects to receive Restricted Stock with
respect to a Bonus Year shall be credited with the number of whole
shares of Restricted Stock ("Elected Shares") which can be purchased at
the Fair Market Value as of the Bonus Payment Date with the amount of
the cash bonus which he elected to forego. Subject to the provisions of
Section 13, the balance of his bonus shall be paid in cash on or as soon
as practicable after the Bonus Payment Date.
8.2 A Participant, other than a Non-U.S. Participant, who elects
to receive Restricted Stock with respect to a Bonus Year shall also be
credited with the number of whole shares of Restricted Stock ("Matching
Shares") which does not exceed one half (1/2) of the number of shares
which he receives under Section 8.1. A Non-U.S. Participant who elects
to receive Restricted Stock with respect to a Bonus Year shall have the
right to receive, after the end of the Period of Restriction, the number
of whole shares of Restricted Stock ("Matching Shares") which does not
exceed one half (1/2) of the number of shares which he receives under
Section 8.1.
SECTION 9
RESTRICTED STOCK
9.1 GRANT OF RESTRICTED STOCK. Subject to the provisions of
Sections 5, 6 and 9.13, the Administrator, as soon as practicable after
the Bonus Payment Date, shall credit shares of Restricted Stock under
the Plan to such Participants as made timely elections under Section 7.
Each such crediting of Restricted Stock shall be reflected in a written
Restricted Stock Agreement.
9.2 TRANSFERABILITY OF RESTRICTED STOCK. Except as provided in
Sections 9.8, 9.11, 9.13, 9.16 or 10.1, Elected Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
until after the third anniversary of the date such shares are granted to
the Participant, and Matching Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until after
the fifth anniversary of the date such shares are granted to the
Participant.
9.3 OTHER RESTRICTIONS. The Administrator shall impose such
other restrictions on any shares of Restricted Stock granted pursuant to
the Plan as it may deem necessary or advisable under applicable Federal
or state securities law. In order to insure compliance with the
limitations of Section 9.2, the Administrator shall reflect the grant of
shares of Restricted Stock as an entry in books maintained for such
purpose, and, except as provided in Section 9.13 with
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respect to Option Shares, no certificates for shares of Restricted Stock
shall be issued under this Plan until the expiration of the applicable
Period of Restriction. The Participant may designate, on forms provided
for the purpose by the Administrator, one or more Beneficiaries to
receive any shares of Restricted Stock distributable under this Plan
after the death of the Participant.
9.4 VOTING RIGHTS. Subject to the provisions of Section 9.16,
Participants, other than Non-U.S. Participants, entitled to shares of
Restricted Stock granted pursuant to the Plan may exercise full voting
rights with respect to those shares during the Period of Restriction. A
Non-U.S. Participant may not exercise voting rights with respect to any
shares of Restricted Stock which are Matching Shares until after the
Period of Restriction expires with respect to such shares.
9.5 DIVIDENDS AND OTHER DISTRIBUTIONS. Subject to the
provisions of Section 9.16, and except as provided in Section 9.6,
during the Period of Restriction, Participants, other than Non-U.S.
Participants, entitled to shares of Restricted Stock granted pursuant to
the Plan shall be entitled to receive all dividends and other
distributions paid with respect to those shares. If any such dividends
or distributions are paid in shares of Stock, such shares shall be
subject to the same restrictions (such as limitations on transferability
or escrow) as the shares of Restricted Stock with respect to which they
were paid, and shall be held by the Administrator as Restricted Stock
under the same terms and conditions as the Restricted Stock with respect
to which such stock dividends are issued. A Non-U.S. Participant shall
not be entitled to receive dividends or other distributions with respect
to shares of Restricted Stock which are Matching Shares until after the
Period of Restriction expires with respect to such shares.
9.6 REINVESTMENT OF DIVIDENDS. Subject to the provisions of
Section 9.16, a Participant, other than a Non-U.S. Participant, may
elect, on forms prescribed by the Administrator, that dividends which
are payable during the Period of Restriction with respect to all shares
of Restricted Stock shall be invested under the Company's Dividend
Reinvestment Plan. If a Participant makes such an election, the
Administrator shall take such actions as may be necessary or desirable
to establish the Participant as a participant in the Dividend
Reinvestment Plan with respect to his Restricted Stock. A Non-U.S.
Participant may not elect to participate in the Company's Dividend
Reinvestment Plan with respect to any shares of Restricted Stock until
after the Period of Restriction expires with respect to such shares.
9.7 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. If a
Participant's employment with all members of the Group is terminated by
reason of the Participant's Retirement at the age of 62 or older on the
date of such Retirement, the Matching Shares that remain unvested on the
date of such Retirement will fully vest and the Periods of Restriction
applicable to the Participant's Matching Shares and Elected Shares shall
terminate automatically. If a Participant's employment with all members
of the Group is terminated by reason of the Participant's Retirement (as
defined in Section 2.1(w) of this Plan) prior to the age of 62 on the
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date of such Retirement, the Matching Shares that remain unvested shall
fully vest but the applicable Periods of Restriction on both the
Matching Shares and the Elected Shares shall continue until the
respective expiration dates of such Periods of Restriction; provided,
however, that if the Participant dies after such Retirement but before
the end of an applicable Periods of Restriction, the Period of
Restriction applicable to the deceased Participant's Matching Shares and
Elected Shares shall terminate automatically. Upon the termination or
expiration of the applicable Periods of Restriction, the Matching Shares
and Elected Shares subject thereto shall thereupon be free of
restrictions and freely transferable by the Participant except as
otherwise provided pursuant to Section 9.3 of the Plan.
9.8 TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. If
the Participant's employment with all members of the Group is terminated
by reason of the Participant's death or Disability, the Period of
Restriction applicable to the Restricted Stock pursuant to Section 9.2
shall terminate automatically and, except as otherwise provided pursuant
to Section 9.3, the shares of Restricted Stock shall thereupon be free
of restrictions and freely transferable.
9.9 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN RETIREMENT,
DEATH OR DISABILITY. If the Participant's employment with all members
of the Group is terminated during the Period of Restriction for any
reason other than Retirement, death or Disability, then any Matching
Shares still subject to restrictions at the date of such termination
shall be forfeited automatically and returned to the Company, but the
Period of Restriction for any Elected Shares shall be deemed to have
ended as of the date of termination of the Participant's employment with
all members of the Group.
9.10 RETURN OF RESTRICTED STOCK. If events occur which require
that Matching Shares be forfeited by the Participant, the number of
shares of Stock so forfeited shall be removed from the record of
Restricted Stock due to the Participant, and shall not again be
available for Awards under the Plan.
9.11 RELEASE OF ELECTED SHARES UPON HARDSHIP. If upon the
request of a Participant the Administrator, in its sole discretion,
determines that the Participant faces extreme economic hardship and that
the disposition by the Participant of a certain number of Elected Shares
would ameliorate such hardship, the Administrator may declare the Period
of Restriction to be expired with respect to such number of Elected
Shares.
9.12 REMOVAL OF RESTRICTIONS. Except as otherwise provided in
this Section, shares of Restricted Stock covered by each Restricted
Stock Award granted under the Plan shall become freely transferable by
the Participant after the last day of the Period of Restriction
applicable to such shares. Once the shares are released from the
restrictions, the Administrator shall cause to be issued to the
Participant, as soon as practicable, one or more certificates
representing the aggregate number of shares of Stock to which the
restrictions no longer apply. Such certificates
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may be registered in whatever name or names are specified by the
Participant, in writing delivered to the Administrator at least ten (10)
days before such certificates are issued, and in the absence of any such
specification shall be issued in the name of the Participant alone.
9.13 EXERCISE OF OPTIONS. A Participant who holds an option
which is exercisable under the Angelica Corporation Stock Option Plan,
the Angelica Corporation 1994 Performance Plan or the Angelica
Corporation 1999 Performance Plan may elect, on forms provided for the
purpose by the Administrator, to have a certain number of his Elected
Shares issued in his name in certificate form and delivered to the
Administrator for the purpose of being surrendered in connection with
the payment of the exercise price of such option. Following such
exercise, the Administrator shall receive a number of shares issued
pursuant to such option exercise ("Option Shares") equal to the number
of Elected Shares delivered in payment of the exercise price, and shall
deliver or cause to be delivered to the Participant the balance of the
Option Shares issued pursuant to such option exercise. The
Administrator shall hold the number of Option Shares equal to the number
of Elected Shares delivered in payment of the exercise price subject to
the same terms and conditions as apply to Elected Shares, and references
herein to Elected Shares or Restricted Stock shall include such Option
Shares, if any, held by the Administrator for the same Participant.
9.14 SERVICES OF CUSTODIAN. The Administrator may, but shall not
be required to, engage the services of a bank, trust company or other
fiduciary from time to time to maintain the appropriate records of
shares of Restricted Stock which have been granted under this Plan, and
to perform such other duties as the Administrator may deem appropriate.
9.15 APPROVAL OF SHAREHOLDERS. Notwithstanding any other
provision of this Plan, no shares of Restricted Stock shall be granted
until after the 1993 Annual Meeting of Shareholders of the Company. In
addition, if at such meeting a majority of the shareholders of the
Company fail to approve this Plan, no shares of Restricted Stock shall
be granted hereunder at any time, and any bonus amounts which a
Participant elected to receive in shares of Restricted Stock pursuant to
this Plan shall be paid to him in cash as soon as practicable after such
meeting.
9.16 LIMITED TRANSFERABILITY TO FAMILY MEMBERS. Subject to the
provisions of this Section 9.16, a Participant may at any time after
November 29, 1994, and before the earlier of his or her death or the end
of the Period of Restriction, direct that all or any portion of the
Elected Shares and their associated Matching Shares issued or to be
issued pursuant to Section 8 be registered or reregistered in the name
of one or more Permissible Transferees. Such direction shall be
effective only to the extent that Company receives written notice from
the Participant, before his or her death, advising of such a direction,
the name or other identifying information concerning the Permissible
Transferee or Transferees, and the number of Shares to which the
direction relates. A Permissible Transferee shall exercise voting
rights as described in Section 9.4, shall receive dividends as described
in Section 9.5, and may elect to participate in the
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Dividend Reinvestment Plan as described in Section 9.6, with respect to
the Restricted Stock of which he is a Permissible Transferee. To the
extent shares of Stock are registered or reregistered in the name of a
Permissible Transferee, such shares shall be or remain subject to all of
the restrictions and limitations to which they would be subject under
this Plan if they were registered in the name of the Participant, and no
certificate representing shares of such Stock shall be issued to the
Permissible Transferee until such shares have been released from all
restrictions.
SECTION 10
CHANGE OF CONTROL
10.1 SPECIAL RULES ON CHANGE OF CONTROL. Any contrary provision
of the Plan notwithstanding, if there has been a Change of Control (as
defined in Section 10.2), and if, at any time thereafter, the
Participant's employment with the Company terminates other than
(i) because of the Participant's death or Retirement, (ii) by action of
the Company for "cause" (as defined in Section 10.3) or "disability" (as
defined in Section 10.4) or (iii) by action of the Participant for other
than "good reason" (as defined in Section 10.5), then the Period of
Restriction with respect to each share of Restricted Stock previously
subject to an Award to him hereunder shall terminate.
10.2 CHANGE OF CONTROL. For purposes of Section 10.1, a "Change
of Control" shall be deemed to have occurred if:
(a) Any "person" (as such term is used in Section 13(d) and 14(d)
of the Exchange Act), other than the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company which represent
thirty-percent (30%) or more of the combined voting power of the
Company's then outstanding securities, without the prior written consent
of a majority of the Continuing Directors;
(b) The Continuing Directors cease to comprise a majority of the
Board;
(c) The shareholders of the Company approve a sale of
substantially all or all of the assets of the Company; or
(d) The Company is not the surviving and parent corporation as a
result of any merger or consolidation to which it is a party, not
including, however, a merger solely to effect a change in the state of
incorporation.
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Notwithstanding the above, an event described in (a), (c), or (d),
above, shall not constitute a "Change of Control" if it is approved in
writing by a majority of the Continuing Directors.
10.3 COMPANY TERMINATION FOR CAUSE. The Company shall be
considered to have terminated a Participant's employment for "cause" if
and only if the termination is based on one or more of the following:
(a) The willful and continued failure by the Participant
substantially to perform his duties with the Company (other
than any such failure resulting from his incapacity due to
physical or mental illness) for a period of thirty (30) or
more days after the Board delivers to the Participant a
demand for substantial performance, which demand
specifically identifies the manner in which the Board
believes that the Participant has not substantially
performed his duties; or
(b) The willful engagement by the Participant in gross
misconduct which is materially and demonstrably injurious to
the Company.
No act or failure to act shall be considered "willful" unless
done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that the act or omission was in (or not
opposed to) the best interest of the Company.
Notwithstanding the above, the Company shall not be considered to
have terminated a Participant's employment for "cause" unless and until
the Company delivers to the Participant a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters (3/4) of
the then Continuing Directors or, if there are no Continuing Directors,
three-quarters (3/4) of the entire membership of the Board, at a meeting
of the Board duly called and held for that purpose (after reasonable
prior notice to the Participant and an opportunity for the Participant,
together with his counsel, to be heard before the voting members of the
Board, before adoption of such resolution), finding that, in the good
faith opinion of the voting members of the Board, the Participant was
guilty of conduct set forth in (a) or (b) above, and specifying, in
detail, the particulars thereof.
10.4 COMPANY TERMINATION FOR DISABILITY. The Company shall be
considered to have terminated a Participant's employment for
"disability" if and only if the termination is based on the
Participant's absence from duties with the Company on a full time basis
for 183 consecutive days, as a result of incapacity due to physical or
mental illness, and which incapacity is expected thereafter to be of
long continued or indefinite duration or to result in death, as
determined based on competent medical advice satisfactory to the then
Continuing Directors or, if there are no Continuing Directors, the
Board.
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10.5 PARTICIPANT TERMINATION FOR GOOD REASON. A Participant
shall be considered to have terminated his or her employment for "good
reason" if and only if the termination is based one or more of the
following:
(a) The assignment to the Participant, without his or her written
consent, of duties which are inconsistent with his or her position,
duties, responsibilities or status with the Company immediately before
the Change of Control;
(b) A change, without the Participant's written consent, in his
or her reporting responsibilities, titles or offices as in effect
immediately before the Change of Control, or the removal of the
Participant from, or the Company's failure to reelect the Participant
to, any such office;
(c) A reduction in the Participant's base salary as in effect
immediately before the Change of Control, or the failure of the Company
to increase the Participant's base salary each year after the Change of
Control by an amount which at least equals, on a percentage basis, the
mean average percentage increase (if any) in the base salary of all
officers of the Company during the two (2) full calendar years
immediately preceding the Change of Control;
(d) As to a Participant who is assigned to the Company's
principal executive offices at the time of the Change of Control:
(1) the relocation of the Company's principal executive
offices to a location outside the area of metropolitan
St. Louis, Missouri, or
(2) the requirement by the Company that the Participant be
based anywhere other than the Company's principal
executive offices, except for required travel on the
Company's business to an extent substantially
consistent with the Participant's business travel
obligations immediately before the Change of Control;
or
(3) if the Participant consents in writing to a relocation
of the Company's principal executive offices, the
failure of the Company to pay (or reimburse the
Participant for) all reasonable moving expenses
incurred by the Participant relating to a change of
his or her principal residence in connection with such
relocation and to indemnify the Participant against
any loss (as defined below) realized on the sale of
his or her principal residence in connection with any
such change of residence.
For purposes of this subsection, the "loss" on the sale of a
principal residence means the excess of (i) the higher of (x) the
Participant's aggregate investment in such residence, or (y) the
Restated
Stock Bonus Plan
15
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<PAGE>
appraised value of such residence as determined by a real estate
appraiser designated by the Participant and reasonably satisfactory to
the Company, over (ii) the actual sale price of such residence (net of
sales commission and other reasonable expenses of sale, if any);
(e) The discontinuance of any benefit or compensation plan,
pension plan, profit-sharing plan, employee stock ownership plan, stock
purchase plan, stock option plan, life insurance plan, health and
accident plan, or disability plan (or plans providing substantially
similar benefits) in which the Participant was participating immediately
before the Change of Control; or
(f) Any action by the Company which adversely affects the
Participant's participation in or materially reduces his or her benefits
under any plan specified in (e), above, or which deprives the
Participant of any material fringe benefit enjoyed by him or her
immediately before the Change of Control, or the failure by the Company
to provide the Participant with at least the number of paid vacation
days to which he or she then is entitled on the basis of years of
service with the Company in accordance with the Company's normal
vacation policy in effect immediately before the Change of Control.
SECTION 11
RIGHTS OF EMPLOYEES
11.1 EMPLOYMENT. Nothing in the Plan shall interfere with or
limit in any way the right of any member of the Group to terminate any
Participant's employment at any time nor confer upon any Participant any
right to continue in the employ of any member of the Group.
11.2 OTHER BENEFIT PLANS. Elected Shares granted under the Plan
shall be treated as a part of the compensation of the Participant under
other benefit plans of any member of the Group, but Matching Shares
granted under the Plan shall not constitute a part of the base salary or
any other compensation of any Employee under any other benefit plan of
any member of the Group unless expressly so provided in such other
benefit plans.
SECTION 12
AMENDMENT, MODIFICATION, AND TERMINATION
The Board at any time may terminate, and from time to time may
amend or modify the Plan; provided, however, that no such action of the
Board may, without the approval of the shareholders of the Company:
Restated
Stock Bonus Plan
16
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<PAGE>
(a) Increase the total amount of Stock which may be issued under
the Plan, except as provided in Section 5.3; or
(b) Change the class of Employees entitled to participate in the
Plan; or
(c) Materially increase the cost of the Plan or materially
increase the benefits to Participants under the Plan; or
(d) Extend the period during which Awards may be granted.
No amendment, modification, or termination of the Plan shall in any
manner adversely affect any Award theretofore granted under the Plan,
without the consent of the Participant affected thereby.
SECTION 13
TAX WITHHOLDING
The Company shall be entitled to withhold, or require the
Participant to remit to the Company, any amount of any tax attributable
to any amounts payable or shares deliverable under the Plan after giving
the Participant notice as far in advance as is practicable of the amount
of tax required to be withheld. The Company may defer making payment or
delivery as to any benefit due under the Plan until any such tax is
withheld or the Participant remits an amount equal to the tax required
to be withheld. The Participant may, by notice to the Company at the
time the requirement for such tax withholding is first established,
elect to have such withholding obligation satisfied by the reduction in
the number of shares of capital stock of the Company that would
otherwise be deliverable to the Participant under the Plan, with the
reduction to be calculated based upon the average of the high and low
market prices of the Company's stock on the New York Stock Exchange or
such other national securities exchange upon which the Company's stock
is then listed.
SECTION 14
MISCELLANEOUS PROVISIONS
14.1 SUCCESSORS. All obligations of the Company under the Plan,
with respect to Awards granted hereunder shall be binding on any
successor to the Company.
Restated
Stock Bonus Plan
17
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<PAGE>
14.2 REQUIREMENTS OF LAW. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agency
or securities exchange as may be required.
14.3 GOVERNING LAW. The Plan, and all agreements under the Plan,
shall be construed in accordance with, and governed by, the laws of the
State of Missouri.
Restated
Stock Bonus Plan
18
<PAGE>
Exhibit 10.21
STOCK OPTION AGREEMENT
UNDER THE
ANGELICA CORPORATION 1999 PERFORMANCE PLAN
Angelica Corporation, a Missouri corporation (the "Company"), and
the person designated in Section 1 below (the "Optionee") hereby agree
as follows:
SECTION 1. BASIC TERMS.
Name of Optionee: _____________________________
Social Security Number of Optionee: _____________________________
Number of Shares Subject to Option: _____________________________
Option Price/Base Price Per Share: _____________________________
Grant Date of Option: _____________________________
Expiration Date of Option: _____________________________
Table Regarding Exercisability:
NUMBER DATE OF FIRST ISO
OF SHARES EXERCISABILITY (YES OR NO)
1 ______________ ____________________ ______________
2 ______________ ____________________ ______________
3 ______________ ____________________ ______________
4 ______________ ____________________ ______________
SECTION 2. ENTIRE AGREEMENT. This Agreement consists of the provisions
set forth on this cover page and the further provisions set forth on the
following pages. The Optionee represents that he or she has read and
understood such further provisions, which are binding on the parties as
if set forth on this cover page.
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement in duplicate as of the Grant Date.
ANGELICA CORPORATION
By
--------------------------------- ---------------------------------
Chairman and CEO Optionee
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ANGELICA CORPORATION
1999 PERFORMANCE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement"), along with its
cover page, represents the agreement regarding the grant of a stock
option (the "Option") by and between the Company and the Optionee
pursuant to the Angelica Corporation 1999 Performance Plan (the
"Plan").
1. GRANT OF OPTION. The Company hereby grants to the Optionee the
right, privilege and option to purchase the number of shares of
common stock, $1.00 par value per share (the "Common Stock"), of
the Company at a price per share, both as reflected in the cover
page, in the manner and subject to the conditions provided herein.
The Option is not intended to be an Incentive Stock Option, as
defined in Section 422 of the Internal Revenue Code of 1986, as
amended, with respect to any shares subject hereto.
2. TIME OF EXERCISE OF OPTION. The Option shall become exercisable
as provided in the cover page. Once exercisable, the Option shall
remain exercisable until such Option terminates pursuant to
Section 3.b. of this Agreement.
3. INCORPORATION OF STOCK PLAN. This Agreement is entered into
pursuant to the Plan, which Plan is by this reference incorporated
herein and made a part hereof. The material provisions of the
Plan applicable to the Option are as follows:
A. METHOD OF EXERCISE OF OPTION. The Option shall be
exercisable in whole or in part to the extent then
exercisable by written notice delivered to the Office of
General Counsel of the Company stating the number of shares
with respect to which the Option is being exercised,
accompanied by payment (i) by check or, in the discretion of
the Compensation and Organization Committee, by either (ii)
the delivery to the Company of shares of Common Stock then
owned by the Optionee having a fair market value equal to
the exercise price of all shares of Common Stock subject to
such exercise or (iii) by any combination of the foregoing.
B. TERMINATION OF OPTION. The Option shall terminate in all
events on the earliest to occur of the following:
(i) the Expiration Date specified in the cover page; or
(ii) three months after the date on which the Optionee
ceases to be an employee of the Company for any
reason other than death or disability, or, if the
Optionee dies within the three-month period after
such termination of employment, then three months
after his or her death; or
(iii) twelve months after the date on which the Optionee
ceases to be an employee of the Company due to
death; or
(iv) twelve months after the date on which the Optionee
ceases to be an employee of the Company due to
disability or, if the Optionee dies within the
twelve-month period
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after his or her termination of employment due to
disability, then three months after his or her
death.
C. NON-TRANSFERABILITY OF OPTION. The Option is non-transferable
by the Optionee except by will or the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order
(as defined in the Plan) or to a Permissible Transferee (as
defined in the Plan), and shall be exercisable during the Optionee's
lifetime only by the Optionee or by a Permissible Transferee. In the
event of the Optionee's death, a Permissible Transferee or the
executor or administrator of the Optionee's estate, as applicable,
may exercise the Option.
D. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. If the
Company shall at any time change the number of issued shares
of Common Stock without new consideration to the Company
(such as by stock dividends or stock splits), there shall be
a corresponding adjustment as to the number of shares
covered under the Option and in the purchase price per
share, to the end that the Optionee shall retain the
Optionee's proportionate interest without change in the
total purchase price under the Option.
4. OPTION CONDITIONED ON ACCEPTANCE. This Agreement shall be void
and of no effect unless a copy hereof is executed by the Optionee
and returned to the Office of General Counsel of the Company not
later than 30 days after the day this Agreement is mailed or
delivered to the Optionee, provided, however, that if the Optionee
dies within such 30-day period this Agreement shall be effective
notwithstanding the fact that it is not executed by the Optionee.
1237328
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Exhibit 10.22
ANGELICA CORPORATION
FORM 10-K FOR FISCAL YEAR ENDED
JANUARY 29, 2000
SCHEDULE
The indemnification agreements presently in effect between the Company
and its Directors and executive officers as of various dates are
substantially identical in all material respects. This schedule is
included pursuant to Instruction 2 of Item 601(a) of Regulation S-K for
the purpose of identifying the Directors and executive officers
executing such agreements:
Name Title
- ---- -----
David A. Abrahamson Director
Susan S. Elliott Director
Earle H. Harbison, Jr. Director
Don W. Hubble Chairman, President and Chief
Executive Officer
L. F. Loewe Director
Charles W. Mueller Director
William A. Peck, M.D. Director
William P. Stiritz Director
H. Edwin Trusheim Director
T. M. Armstrong Sr. Vice President-Finance and
Administration
Steven L. Frey Vice President, General Counsel &
Secretary
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Charles D. Molloy, Jr. Vice President
James W. Shaffer Vice President and Treasurer
Denis R. Raab Vice President
Alan D. Wilson Vice President
<PAGE>
Exhibit 10.23
ANGELICA CORPORATION
EMPLOYMENT AGREEMENT
--------------------
This agreement ("Agreement") has been entered into as of this 1st
day of January, 2000, by and between Angelica Corporation, a Missouri
corporation ("Angelica"), and Theodore M. Armstrong, an individual
("Employee").
WHEREAS, Angelica currently employs Employee as Senior Vice
President - Finance and Administration and Chief Financial Officer, and
Angelica and Employee wish to more specifically define the terms and
conditions of Employee's employment with Angelica in this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION 1: DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.
(a) "ANNUAL BASE SALARY" means the base salary set forth
in Section 3.3 of this Agreement, as it shall be increased
from time to time in the discretion of the Board or the
Compensation and Organization Committee of the Board.
(b) "BOARD" means the Board of Directors of Angelica.
(c) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity or
group, or a Person (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act") of ownership of 20% or more of
either (a) the then outstanding shares of
common stock of Angelica (the "Outstanding
Angelica Common Stock") or (b) the combined
voting power of the then outstanding voting
securities of Angelica entitled to vote
generally in the election of directors (the
"Outstanding Angelica Voting Securities"); or
(ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a
majority of the Board; provided, however, that
any individual becoming a director subsequent
to the date hereof whose election, or
nomination for election by Angelica's
stockholders, was approved by a vote of at
least a majority of the directors then
comprising the Incumbent Board shall be
considered as though such individual were a
member of the Incumbent Board, but excluding,
as a member of the Incumbent Board, any such
individual whose initial assumption of office
occurs as a result of either an actual or
threatened election contest (as such terms are
used in Rule l4a-11 of Regulation l4A
promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies
or consents by or on behalf of a Person other
than the Board; or
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(iii) Approval by the stockholders of Angelica of a
reorganization, merger or consolidation, in
each case, unless, following such
reorganization, merger or consolidation,
(a) more than 50% of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such
reorganization, merger or consolidation and
the combined voting power of the then
outstanding voting securities of such
corporation entitled to vote generally in the
election of directors is then beneficially
owned, directly or indirectly, by all or
substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Angelica
Common Stock and Outstanding Angelica Voting
Securities immediately prior to such
reorganization, merger or consolidation in
substantially the same proportions as their
ownership, immediately prior to such
reorganization, merger or consolidation, of
the Outstanding Angelica Common Stock and
Outstanding Angelica Voting Securities, as the
case may be, (b) no Person beneficially owns,
directly or indirectly, 20% or more of,
respectively, the then outstanding shares of
common stock of the corporation resulting from
such reorganization, merger or consolidation
or the combined voting power of the then
outstanding voting securities of such
corporation, entitled to vote generally in the
election of directors and (c) at least a
majority of the members of the board of
directors of the corporation resulting from
such reorganization, merger or consolidation
were members of the Incumbent Board at the
time of the execution of the initial agreement
providing for such reorganization, merger or
consolidation; or
(iv) Approval by the stockholders of Angelica of
(a) a complete liquidation or dissolution of
Angelica or (b) the sale or other disposition
of all or substantially all of the assets of
Angelica, other than to a corporation, with
respect to which following such sale or other
disposition, (1) more than 50% of,
respectively, the then outstanding shares of
common stock of such corporation and the
combined voting power of the then outstanding
voting securities of such corporation entitled
to vote generally in the election of directors
is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the
beneficial owners, respectively, of the
Outstanding Angelica Common Stock and
Outstanding Angelica Voting Securities
immediately prior to such sale or other
disposition in substantially the same
proportion as their ownership, immediately
prior to such sale or other disposition, of
the Outstanding Angelica Common Stock and
Outstanding Angelica Voting Securities, as the
case may be, (2) no Person beneficially owns,
directly or indirectly, 20% or more of,
respectively, the then outstanding shares of
common stock of such corporation and the
combined voting power of the then outstanding
voting securities of such corporation entitled
to vote generally in the election of directors
and (3) at least a majority of the members of
the board of directors of such corporation
were members of the Incumbent Board at the
time of the execution of the initial agreement
or action of the Board providing for such sale
or other disposition of assets of Angelica.
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(d) "DATE OF TERMINATION" means a date that a Notice of
Termination is received by the party to whom such notice is
being given, unless the party giving the Notice of
Termination specifies another date in the Notice of
Termination (which date shall not be more than 30 days after
giving of such Notice of Termination) or, alternatively, the
last day of any Term in the event that a Notice of Non-
Renewal is delivered by either party in accordance with
Section 2.1 of this Agreement.
(e) "DISPOSITION OF AN OPERATING LINE OF BUSINESS" means:
(i) when used with reference to the stock or other
equity interests of an Operating Line of
Business that is or becomes a separate
corporation, limited liability company,
partnership or other business entity, the
sale, exchange, transfer, distribution or
other disposition of the ownership, either
beneficially or of record or both, by Angelica
of more than 50% of either (a) the then
outstanding shares of common stock (or the
equivalent equity interests) of such Operating
Line of Business, or (b) the combined voting
power of the then outstanding voting
securities of such Operating Line of Business
entitled to vote generally in the election of
the Board or the equivalent governing body of
such Operating Line of Business;
(ii) when used with reference to the merger or
consolidation of an Operating Line of Business
that is or becomes a separate corporation,
limited liability company, partnership or
other business entity, any such transaction
that results in Angelica owning, either
beneficially or of record or both, less than
50% of either (a) the then outstanding shares
of common stock (or the equivalent equity
interests) of such Operating Line of Business,
or (b) the combined voting power of the then
outstanding voting securities of such
Operating Line of Business entitled to vote
generally in the election of the Board or the
equivalent governing body of such Operating
Line of Business; or
(iii) when used with reference to the assets of an
Operating Line of Business, the sale,
exchange, transfer, liquidation, distribution
or other disposition of assets of such
Operating Line of Business (a) having a fair
market value (as determined by the Incumbent
Board) aggregating more than 50% of the
aggregate fair market value of all of the
assets of such Operating Line of Business as
of the Triggering Transaction Date, (b)
accounting for more than 50% of the aggregate
book value (net of depreciation and
amortization) of all of the assets of such
Operating Line of Business, as would be shown
on a balance sheet for such Operating Line of
Business, prepared in accordance with
generally accepted accounting principles then
in effect, as of the Triggering Transaction
Date; or (c) accounting for more than 50% of
the net income of such Operating Line of
Business, as would be shown on an income
statement, prepared in accordance with
generally accepted accounting principles then
in effect, for the 12 months ending on the
last day of the month immediately preceding
the month in which the Triggering Transaction
Date occurs.
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(f) "EFFECTIVE DATE" means the date of this Agreement.
(g) "EMPLOYMENT PERIOD" means the period beginning on the
Effective Date and ending on the Date of Termination.
(h) "GOOD CAUSE" means, when used in connection with the
termination of Employee's employment with Angelica by
Angelica, a termination based upon (i) Employee's willful
and continued failure to substantially perform his duties
with Angelica (other than as a result of incapacity due to
physical or mental condition), after a written demand for
substantial performance is delivered to Employee by
Angelica, which specifically identifies the manner in which
Employee has not substantially performed his duties; (ii)
Employee's commission of an act constituting a criminal
offense involving moral turpitude, dishonesty or breach of
trust; or (iii) Employee's material breach of any provision
of this Agreement.
(i) "GOOD REASON" means, when used in connection with the
termination of Employee's employment with Angelica by
Employee, a termination based upon the following reasons:
(i) the assignment to Employee of any duties
inconsistent in any respect with Employee's
position (including status, offices, titles
and reporting requirements), authority, duties
and responsibilities as contemplated by this
Agreement or any other action by Angelica
which results in a material diminution in such
position, authority, duties or
responsibilities, excluding for this purpose
any action not taken in bad faith which is
remedied by Angelica promptly after receipt of
notice by Angelica thereof given by Employee;
(ii) (A) the failure by Angelica to continue in
effect any benefit or compensation plan, stock
ownership plan, life insurance plan, health
and accident plan or disability plan to which
Employee is entitled, provided that Angelica
may amend, modify or replace such plans as
long as the Employee is entitled to benefits
under the amended, modified or replaced plan
or plans that are substantially similar to
those of the plan or plans so amended,
modified or replaced; (B) the taking of any
action by Angelica which would adversely
affect Employee's participation in, or
materially reduce Employee's benefits under,
any plans in which Employee is then currently
participating; or (C) the failure of Angelica
to provide Employee with paid vacation to
which Employee is entitled;
(iii) a material breach by Angelica of any provision
of this Agreement;
(iv) a purported termination by Angelica of
Employee's employment otherwise than
specifically permitted by this Agreement; or
(v) in connection with a Triggering Transaction
(as set forth in Section 4.2 of this
Agreement), the failure of a successor of
Angelica expressly to assume and
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agree to perform this Agreement pursuant to
the provisions of Section 6.4 of this
Agreement prior to a Triggering Transaction;
provided, however, that a termination of
employment by Employee: (A) subsequent to an
express assumption and agreement to perform
this Agreement by such successor on or after a
Triggering Transaction Date or (B) subsequent
to a date that is two years after a Triggering
Transaction Date, shall not be deemed to be
for "Good Reason" under this subsection.
(j) "NOTICE OF TERMINATION" means a written notice by
either party of such party's desire to terminate Employee's
employment with Angelica, which notice (i) indicates the
specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee's employment
under the provision so indicated, and (iii) if the Date of
Termination is other than the date of receipt of such
Notice, specifies the Date of Termination (which date shall
not be more than 30 days after the giving of such Notice).
The failure by Employee or Angelica to set forth in the
Notice of Termination any fact or circumstance which
contributes to a showing of Good Cause or Good Reason shall
not waive any right of Employee or Angelica hereunder or
preclude Employee or Angelica from asserting such fact or
circumstance in enforcing Employee's or Angelica's rights
hereunder.
(k) "NOTICE OF NON-RENEWAL" means a written notice by
either party to this Agreement of such party's desire not to
allow the Term of the Agreement to automatically renew at
the end of the then-current Term for another Term, thus
having the effect of terminating the Agreement at the end of
the then-current Term.
(l) "OPERATING LINE OF BUSINESS" means the following lines
of business of Angelica, whether operated as a division or
as a separate subsidiary: (i) textile rental and laundry
services, which provides textiles and laundry services,
principally to healthcare institutions, and, to a more
limited extent, to hotels, motels and restaurants in or near
major metropolitan areas of the United States; (ii) uniform
and business apparel manufacturing and marketing, which
manufactures and sells uniforms and business apparel to a
wide variety of institutions and businesses in the United
States and Canada; and (iii) retail specialty stores, which
operates a nationwide chain of specialty retail stores
primarily for a clientele of nurses and other healthcare
professionals.
(m) "TERM" means, initially a one-year period commencing
on the Effective Date and ending on the date of the first
anniversary of the Effective Date, and, if renewed in
accordance with Section 2.1 of this Agreement, shall mean a
one-year period commencing on the particular anniversary
date of the Effective Date and ending on the date one year
after such commencing anniversary date.
(n) "TRIGGERING TRANSACTION" means (i) a Change in Control
of Angelica, or (ii) one or more Dispositions of an
Operating Line of Business involving at least two of
Angelica's Operating Lines of Business.
(o) "TRIGGERING TRANSACTION DATE" shall mean the date that
the Triggering
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Transaction occurs.
SECTION 2: TERM OF AGREEMENT.
2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for one year commencing on the Effective
Date, subject to automatic renewal for a Term of an additional one year
commencing immediately upon the end of the initial Term or the then-
current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later
than 30 days prior to the end of the initial Term or the then-current
renewal Term, as the case may be. In the event that such a Notice of
Non-Renewal is given as set forth in this Section 2.1, the Date of
Termination will be the last day of the initial Term or the then-current
Term, as the case may be.
2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to
this Agreement may terminate Employee's Employment Period (and
Employee's employment with Angelica) at any time during the Term by
giving the other party a Notice of Termination to the other party,
without any liability except as specified in Section 4 of this
Agreement.
SECTION 3: TERMS AND CONDITIONS OF EMPLOYMENT.
3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the
employ of Angelica throughout the Employment Period in accordance with
the terms and provisions of this Agreement. This Agreement shall remain
in full force and effect notwithstanding subsequent changes in
Employee's compensation, location of employment, duties or authority or
any changes in the identity of the corporation to which Employee's
compensation is charged, provided that said corporation is a subsidiary
or affiliate of Angelica and provided further that certain of such
changes may constitute Good Reason for purposes of this Agreement.
3.2 POSITIONS AND DUTIES. Angelica hereby employs
Employee and Employee hereby accepts such employment as Senior Vice
President - Finance and Administration and Chief Financial Officer,
subject to the reasonable directions of the Chief Executive Officer of
Angelica and the Board. Employee shall have such authority and shall
perform such duties as are specified in the Bylaws of Angelica for the
office and position to which he has been appointed hereunder and shall
so serve, subject to the control exercised by the Chief Executive
Officer of Angelica and the Board from time to time. Employee agrees to
devote such of his time, attention and energy to the business of
Angelica as may be required to perform the duties and responsibilities
assigned to him to the best of his ability and with reasonable
diligence.
3.3 COMPENSATION. Employee's initial base salary under
this Agreement will be $200,000 per annum, payable in accordance with
Angelica's current payroll practices. In addition to the Annual Base
Salary, Employee shall be awarded the opportunity to earn an incentive
bonus on an annual basis ("Incentive Bonus") under the Incentive
Compensation Plan or any incentive compensation plan which is generally
available to other similarly situated executives of Angelica. The
Incentive Bonus during the first year of the Employment Period shall
range from 0 to 60% of Employee's Annual Base Salary. The Incentive
Bonus which Employee will have an opportunity to earn shall be reviewed
at least annually and may be adjusted at the discretion of the Chief
Executive Officer of Angelica and the Board, dependent
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upon Employee's performance and in accordance with Angelica's policies.
3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is
eligible to receive stock-based awards or grants under Angelica's 1994
Performance Plan or 1999 Performance Plan, including stock options,
restricted stock and performance awards, from time to time, in the
discretion of the Compensation and Organization Committee or the Board
of Angelica.
3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN.
Employee is eligible to participate in Angelica's Stock Bonus and
Incentive Plan, based on current eligibility requirements and subject to
the terms and conditions of such plan.
3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the
"401(k) Plan"), based upon current eligibility requirements and subject
to the terms and conditions of such plan.
3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible
to participate in Angelica's "defined benefit" Pension Plan, based on
current eligibility requirements and subject to the terms and conditions
of such plan.
3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is
eligible to participate in Angelica's Supplemental Plan, based upon
current eligibility requirements and subject to the terms and conditions
of such plan.
SECTION 4: BENEFITS UPON TERMINATION.
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Angelica is terminated prior to the end of
the initial Term or prior to the end of any subsequent renewal Term, as
the case may be, (a) by Angelica without Good Cause or (b) by Employee
for Good Reason, then upon the negotiation and execution of a mutually
acceptable settlement and release agreement by Angelica and Employee, in
addition to any accrued salary and other payments owed to Employee under
Angelica's other severance plans and policies, Angelica shall pay
Employee an amount equal to Employee's then-current Annual Base Salary,
in a lump-sum payment, as soon as practicable after the Date of
Termination. In the case of a termination of Employee's employment with
Angelica not in connection with a Triggering Transaction for any reason
other than as stated in this Section 4.1 above, Employee shall be
entitled only to accrued salary and other payments owed to Employee
under Angelica's other benefit plans and policies.
4.2 IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a)
a Triggering Transaction occurs during the Employment Period and within
two years after the Triggering Transaction Date (i) Angelica shall
terminate Employee's employment with Angelica without Good Cause, or
(ii) Employee shall terminate employment with Angelica for Good Reason,
or, alternatively, (b) if one of the above-described terminations of
employment occurs within the six-month period prior to the earlier of
(i) a Triggering Transaction or (ii) the execution of a definitive
agreement or contract that eventually results in a Triggering
Transaction, then, in addition to any accrued salary and other payments
owed to Employee under Angelica's other benefit plans and policies,
Angelica shall pay to Employee an amount equal to 2.99 times Employee's
then-current Annual Base Salary, in a lump-sum payment, after either (y)
the Date of Termination, in the case where the sequence of the requisite
events is as set forth in subsection (a)
1152515
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<PAGE>
<PAGE>
above or (z) the Triggering Transaction Date, in the case where the
sequence of the requisite events occurred as set forth in subsection (b)
above (the relevant date for purposes of entitlement to the benefits set
forth in this Section 4.2 is hereinafter referred to as the "Entitlement
Date"). In addition, at the Entitlement Date, to the extent not
otherwise provided for under the terms of Angelica's stock option plans
or Employee's stock option agreements, all stock options held by
Employee that have not expired in accordance with their respective terms
shall vest and become fully exercisable.
(a) For purposes of determining the retirement
benefits payable to Employee pursuant to the Company's
Deferred Compensation Option Plan and Supplemental
Retirement Plan, as of the Entitlement Date Employee
shall be deemed to have completed the number of years
of service he would have completed had he continued to
be employed by Angelica until age 65 and, further,
Employee shall be deemed to have attained age of 65;
provided however, in no event shall Employee be deemed
to be vested with respect to more than 100% of the
benefit due pursuant to the respective terms of each
such Plan.
(b) For a period of ten years after the
Entitlement Date and without cost to the Employee
and/or his family, the Company shall continue medical
and health benefits to the Employee and to members of
Employee's family at least equal to those benefits
which were being provided to them prior to the Date of
Termination; provided, however, that if Employee
becomes re-employed with another employer and is
eligible to receive medical or health benefits under
another employer-provided plan, the medical and health
benefits described herein shall be secondary to those
provided under such other plan during such applicable
period of eligibility.
In the case of any termination of Employee's
employment with Angelica in connection with a Triggering Transaction for
any reason other than as stated in this Section 4.2 above, Employee
shall be entitled only to accrued salary and other payments owed to
Employee under Angelica's other benefit plans and policies.
SECTION 5: NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.
5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the
Date of Termination, regardless of whether such termination is by the
action of Employee or Angelica or by mutual agreement, Employee shall
not, either for himself or on behalf of any person, firm or corporation
(whether for profit or otherwise) engage in any form of competition with
Angelica, directly or indirectly, through any commercial venture, as a
partner, officer, director, stockholder, advisor, employee, consultant,
agent, salesman, venturer or otherwise, in the business conducted by
Angelica in the United States, Canada or any other country in which
Angelica does business. This requirement, however, will not limit
Employee's right to invest in the capital stock or other equity
securities of any corporation, the stock or securities of which are
publicly owned or are regularly traded on any public securities
exchange. In addition, notwithstanding this Section 5.1, if Employee is
terminated by Angelica without Good Cause or if Employee terminates his
employment with Angelica for Good Reason, then Employee will not be
subject to the restrictions of this Section 5.1.
5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Angelica, he may develop or be exposed to
confidential information concerning Angelica's inventions,
1152515
-8-
<PAGE>
<PAGE>
processes, methods and confidential affairs, property of a proprietary
nature and trade secrets of Angelica or its licensors or customers.
Employee agrees that the maintenance of the proprietary character of
such information and property to the full extent feasible is important
and that for so long as any such confidential information and trade
secrets may remain confidential, secret or otherwise wholly or partially
protectable, either during or after Employee's Employment Period, shall
not use or divulge such confidential information or property except as
permitted or required by the duties of Employee's employment with
Angelica. Employee shall not remove any property of a proprietary
nature from Angelica's premises except as required by the duties of
Employee's employment. Employee shall return to Angelica upon
termination of his employment with Angelica, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Angelica.
5.3 NON-DIVERSION. During the Employment Period and for
one year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others, do anything which could be expected to
divert from Angelica any trade or business with any customer of Angelica
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination.
5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that
the period and areas of restriction following the Date of Termination,
as set forth in this Section 5, are reasonably required for the
protection of Angelica and its business, as well as the continued
protection of Angelica's employees. If any one or more of the covenants,
agreements or provisions contained herein shall be held to be contrary
to the policy of a specific law, though not expressly prohibited, or
against public policy, or shall for any other reason whatsoever be held
invalid, then such particular covenant, agreement or provision shall be
null and void and shall be deemed separable from the remaining
covenants, agreements and provisions, and shall in no way affect the
validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the
length of time or the geographic area set forth herein is deemed too
restrictive in any court proceeding, the court may reduce such
restrictions to those which it deems reasonable under the circumstances.
5.5 EQUITABLE RELIEF. Any action by Employee contrary to
the restrictive covenants contained in this Section 5 may as a matter of
course be restrained by equitable or injunctive process issued out of
any court of competent jurisdiction, in addition to any other remedies
provided in law. In the event of the breach of Employee's covenants as
set forth in this Section 5 and Angelica's obtaining of injunctive
relief, the period of restrictions set forth herein shall commence from
the date of the issuance of the order which enjoins such activity.
SECTION 6: MISCELLANEOUS.
6.1 NOTICE. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses as set forth
below; provided that all notices to Angelica shall be directed to the
attention of the Chief Executive Officer of Angelica, or to such other
address as one party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
1152515
-9-
<PAGE>
<PAGE>
Notice to Employee
------------------
Theodore M. Armstrong
43 Countryside Lane
Frontenac, MO 63131
Notice to Angelica
------------------
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attn: Chief Executive Officer
6.2 WAIVER. Employee's or Angelica's failure to insist
upon strict compliance with any provision of this Agreement or the
failure to assert any right Employee or Angelica may have hereunder
shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement and shall not operate or be
construed as a waiver of any subsequent breach of the same provision.
6.3 APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri,
without reference to its conflict of law principles.
6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Angelica and any such successor
shall be deemed to be substituted for Angelica under the terms of this
Agreement. Angelica shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Angelica to assume
expressly and agree to perform the provisions of this Agreement as if no
such succession had taken place. As used in this Agreement, "Angelica"
shall mean Angelica as hereinbefore defined or any successor to
Angelica's business and/or assets which assumes and agrees to perform
this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings,
discussions or negotiations with respect thereto.
IN WITNESS WHEREOF, Employee and Angelica, pursuant to the
authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above
written.
/s/ Theodore M. Armstrong
-----------------------------------------------
Theodore M. Armstrong
ANGELICA CORPORATION
By /s/ Don W. Hubble
---------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
1152515
-10-
<PAGE>
<TABLE>
FINANCIAL SUMMARY - 6 YEARS
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended
(Dollars in thousands, January 29, January 30, January 31, January 25, January 27, January 28,
except per share amounts) 2000 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS
Combined sales and textile service revenues $462,941 $491,645 $526,524 $489,219 $487,014 $472,832
Gross profit 125,111 132,405 126,132 125,283 127,474 126,823
Operating expenses and other, net,
excluding interest expense 108,104 108,337 111,872 102,757 102,370 97,663
Restructuring and other charges -- -- 14,684<Fa> -- 14,145<Fb> --
Interest expense 8,635 9,726 10,702 9,588 9,104 7,906
Income (loss) before income taxes 8,372 14,342 (11,126) 12,938 1,855 21,254
Provision (benefit) for income taxes 3,098 5,450 (4,228) 4,916 714 8,183
Net income (loss) $ 5,274 $ 8,892 $ (6,898) $ 8,022 $ 1,141 $ 13,071
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Diluted earnings (loss) $ .61 $ .99 $ (.75)<Fa> $ .88 $ .13<Fb> $ 1.44
Cash dividends paid .96 .96 .96 .96 .95 .94
Common shareholders' equity $ 18.84 $ 19.12 $ 18.97 $ 20.73 $ 20.73 $ 21.57
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS AND PERCENTAGES
Current ratio (current assets to current
liabilities) 3.9 to 1 3.2 to 1 2.6 to 1 3.3 to 1 5.0 to 1 3.2 to 1
Long-term debt to long-term debt and equity 35.0% 35.4% 35.7% 34.0% 34.6% 26.2%
Gross profit margin 27.0% 26.9% 24.0% 25.6% 26.2% 26.8%
Pretax profit (loss) margin 1.8% 2.9% (2.1)% 2.6% 0.4% 4.5%
Effective tax rate 37.0% 38.0% 38.0% 38.0% 38.5% 38.5%
Net income (loss) margin 1.1% 1.8% (1.3)% 1.6% 0.2% 2.8%
Return on average shareholders' equity 3.2% 5.2% (4.1)% 4.2% 0.4% 6.7%
Return on average total assets 1.6% 2.5% (1.8)% 2.2% 0.3% 3.8%
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
Working capital $141,122 $136,071 $141,999 $163,015 $181,043 $150,734
Additions to property and equipment, net 7,439 8,654 21,338 23,603 8,760 11,466
Depreciation expense 13,711 13,916 13,733 13,415 13,797 13,297
Cash flow from operating activities 24,722 60,472 26,049 17,445 27,059 27,598
Long-term debt, less current maturities 87,916 90,910 96,742 97,417 100,103 69,683
Total assets $319,595 $339,090 $378,709 $374,104 $353,227 $353,548
Average number of shares of
Common Stock outstanding 8,686,146 9,014,070 9,153,358 9,156,861 9,139,961 9,107,262
Approximate number of associates 8,100 8,600 9,400 10,100 9,700 9,800
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
<Fa> Portion of $23,247 restructuring and other charges taken in third
quarter of fiscal 1998. Effect on net income per share is a
reduction of $1.57.
<Fb> Restructuring charge taken in fourth quarter of fiscal 1996.
Effect on net income per share is a reduction of $.95.
This information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report.
</TABLE>
PAGE 18 Angelica Corporation
<PAGE>
<PAGE>
FINANCIAL REVIEW
ANGELICA CORPORATION AND SUBSIDIARIES
FINANCIAL CONDITION
Working capital of $141.1 million and a current ratio of 3.9 to 1 at the
end of fiscal 2000 were both improved over a strong financial condition
at the end of fiscal 1999. The $8.1 million decrease in current assets
is primarily the result of an $8.6 million decrease in inventories and a
$6.0 million decrease in linens in service, offset by an $8.8 million
increase in cash and short-term investments. Receivables were down $1.5
million in the year and receivable days outstanding were 57 versus 55 at
the end of last year. Current liabilities decreased $13.1 million,
largely the result of the buyout of certain insurance liabilities during
the year for $5.4 million and the utilization of $3.8 million of the
fiscal 1998 restructuring reserve.
Cash flow generated by operations in fiscal 2000 was $24.7 million
versus a record level of $60.5 million in the prior year. Working
capital reduction initiatives begun in the prior year continued to
benefit operating cash flow. Net cash used in investing activities of
$2.2 million was $6.7 million lower than in the prior year, including a
reduction in capital expenditures of $1.2 million. Dispositions of
businesses and property increased $3.7 million, primarily as a result of
the sale of underperforming businesses, including the United Kingdom
business sold at the beginning of the fiscal year. Cash flow used in
financing activities was $13.8 million, compared to the prior year use
of $47.6 million which included $27.1 million for repayment of short-
term debt and $8.8 million for repurchase of stock.
No material change in the Company's future aggregate cash
requirements is foreseen at the present time. In addition, it is
Management's opinion that the Company's financial condition is such that
internal and external resources are sufficient to satisfy the Company's
future requirements for capital expenditures, dividends and working
capital.
YEAR 2000 COMPLIANCE
The Company successfully completed its Year 2000 ("Y2K") efforts without
any disruption of systems or operations. There are no additional Y2K
costs expected to be incurred.
ANALYSIS OF FISCAL 2000 OPERATIONS COMPARED TO 1999
Combined sales and textile service revenues in fiscal 2000 were $462.9
million, a decrease of $28.7 million or 5.8 percent from the prior year.
Textile Services segment revenues decreased $11.9 million or 4.6
percent, primarily due to an abnormal loss of existing customers
resulting from the aggressive actions of a new competitor in the
marketplace. A record amount of new business additions were unable to
offset the amount of lost business. Manufacturing and Marketing segment
sales, before deduction for intersegment sales, were $21.1 million or
12.3 percent lower than the prior year. Nearly all of this decrease is
due to the previous sale of underperforming businesses, the lack of high
volume provided last year by the rollout of the New York City Transit
program and exiting of unprofitable product and market segments. Life
Retail Stores had a 5.7 percent or $4.9 million increase in sales,
primarily as a result of a 4.9 percent same-store sales increase.
The gross profit percent to combined sales and textile service
revenues in fiscal 2000 was 27.0 percent, up slightly from 26.9 percent
in the prior year. The decrease in gross margins in the Textile Services
segment and Life Retail Stores segment in fiscal 2000 was more than
offset by the increase in gross margins in the Manufacturing and
Marketing segment. In the Textile Services segment, gross margins were
negatively affected in fiscal 2000 by the escalating cost of entry-level
labor across the country and the adverse effects of certain
underperforming plants. Fiscal 2000 earnings in the Textile Services
segment benefited from pretax gains totaling $.9 million on the sale of
two of its facilities. The Manufacturing and Marketing segment gross
margins continue to benefit from lower costs realized through increased
non-domestic contract sourcing. Gross margins in the Life Retail Stores
segment were lower in fiscal 2000 due to continued discounting in
certain geographical areas and to markup cancellations taken in the last
half of the year.
Selling, general and administrative expenses increased $1.9
million or 1.8 percent in fiscal 2000 compared with fiscal 1999. This
also represented an increase as a percentage of combined sales and
textile service revenues to 23.3 percent from 21.5 percent in the prior
year. The decline in revenues in the Textile Services and Manufacturing
and Marketing
2000 Annual Report PAGE 19
<PAGE>
<PAGE>
segments contributed significantly to this percentage increase. Interest
expense decreased in fiscal 2000 to $8.6 million from $9.7 million in
the prior year due to the repayment of all short-term debt in fiscal
1999. The effective tax rate of 37.0 percent in fiscal 2000 compared to
38.0 percent in the prior year is the result of the reduced earnings
being taxed at a lower statutory rate.
ANALYSIS OF FISCAL 1999 OPERATIONS COMPARED TO 1998
In fiscal 1999, combined sales and textile service revenues of $491.6
million were $34.9 million or 6.6 percent lower than the prior year.
Part of the decrease was due to fiscal 1999 having 52 weeks, whereas
fiscal 1998 had 53 weeks. In the Textile Services segment, revenues
decreased $29.4 million or 10.3 percent, with the decline largely due to
the divestiture of the Las Vegas casino laundry business in the prior
year. Sales of the Manufacturing and Marketing segment, before deduction
for intersegment sales, were $9.3 million or 5.2 percent lower than the
prior year. Most of this decrease was due to the sale of the
Marlin/Prestige unit of the U.S. operations in the second quarter of
fiscal 1999 and the one less week this year. Both the United Kingdom
(sold after year end) and Canadian operations had lower sales. Life
Retail sales rose $.9 million or 1.1 percent due to acquisitions and the
opening of new stores, offset in part by a 0.5 percent decline in same-
store sales.
The gross profit percent to combined sales and textile service
revenues in fiscal 1999 was 26.9 percent, up from 25.6 percent in the
prior year, excluding the effect of the restructuring in that year.
Gross margins in the Textile Services segment were up due to
improvements in plant operating efficiency and to lower workers'
compensation costs. In the Manufacturing and Marketing segment, gross
margins were up reflecting lower costs gained through increased non-
domestic contract sourcing. In the Life Retail Stores segment, gross
margins were down in fiscal 1999 versus the prior year due principally
to aggressive pricing actions taken against discount competitors.
Selling, general and administrative expenses decreased 3.0 percent
in fiscal 1999, but as a percentage of combined sales and textile
service revenues they increased from 20.7 percent in fiscal 1998 to 21.5
percent in fiscal 1999. Interest expense of $9.7 million in fiscal 1999
decreased from $10.7 million in the prior year due to elimination of
short-term debt during the year. The effective tax rate of 38.0 percent
in fiscal 1999 was unchanged from the prior year.
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.
COMMON STOCK DATA
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol AGL. The quarterly market price ranges of the Common
Stock and dividends per share paid during fiscal 2000 and fiscal 1999
were as follows:
<TABLE>
<CAPTION>
Fiscal 2000 Fiscal 1999
------------------------------- ---------------------------------
High Low Dividend High Low Dividend
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First Quarter $16 1/2 $13 5/8 $.24 $24 1/2 $20 3/4 $.24
Second Quarter 18 12 .24 23 20 1/2 .24
Third Quarter 13 11 1/16 .24 22 7/8 14 1/8 .24
Fourth Quarter 11 7/16 8 7/8 .24 19 3/8 15 .24
=========================================================================================================================
</TABLE>
PAGE 20 Angelica Corporation
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 29, January 30, January 31,
(Dollars in thousands, except per share amounts) 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Textile service revenues $245,545 $257,451 $286,886
Net sales 217,396 234,194 239,638
- ---------------------------------------------------------------------------------------------------
Combined sales and textile service revenues 462,941 491,645 526,524
- ---------------------------------------------------------------------------------------------------
Cost of textile services (Note 7) 199,084 205,798 234,797
Cost of goods sold (Note 7) 138,746 153,442 165,595
- ---------------------------------------------------------------------------------------------------
337,830 359,240 400,392
- ---------------------------------------------------------------------------------------------------
Gross profit 125,111 132,405 126,132
Selling, general and administrative expenses 107,723 105,785 109,114
Restructuring charge (Note 7) -- -- 14,684
- ---------------------------------------------------------------------------------------------------
Income from operations 17,388 26,620 2,334
Interest expense (8,635) (9,726) (10,702)
Other expense, net (381) (2,552) (2,758)
- ---------------------------------------------------------------------------------------------------
Income (loss) before income taxes 8,372 14,342 (11,126)
Provision (benefit) for income taxes 3,098 5,450 (4,228)
- ---------------------------------------------------------------------------------------------------
Net income (loss) $ 5,274 $ 8,892 $ (6,898)
===================================================================================================
Basic and diluted earnings (loss) per share $ .61 $ .99 $ (.75)
===================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
2000 Annual Report PAGE 21
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
January 29, January 30,
(Dollars in thousands) 2000 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 15,651 $ 6,876
Receivables, less reserves of $2,792 and $2,623 55,700 57,240
Inventories 80,005 88,630
Linens in service 33,075 39,030
Prepaid expenses 4,423 4,310
Income taxes 458 1,303
- ---------------------------------------------------------------------------------------------------
Total Current Assets 189,312 197,389
- ---------------------------------------------------------------------------------------------------
Property and Equipment:
Land 5,405 5,669
Buildings and leasehold improvements 71,686 73,564
Machinery and equipment 131,703 132,761
Capitalized leased property 1,514 1,514
- ---------------------------------------------------------------------------------------------------
210,308 213,508
Less--reserve for depreciation 118,121 111,877
- ---------------------------------------------------------------------------------------------------
92,187 101,631
- ---------------------------------------------------------------------------------------------------
Other:
Goodwill 5,765 7,096
Other acquired assets 4,575 7,011
Cash surrender value of life insurance 20,954 18,640
Miscellaneous 6,802 7,323
- ---------------------------------------------------------------------------------------------------
38,096 40,070
- ---------------------------------------------------------------------------------------------------
Total Assets $319,595 $339,090
===================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 3,026 $ 5,841
Accounts payable 23,535 24,635
Accrued wages and other compensation 7,519 8,680
Other accrued liabilities 14,110 22,162
- ---------------------------------------------------------------------------------------------------
Total Current Liabilities 48,190 61,318
- ---------------------------------------------------------------------------------------------------
Long-Term Debt, less current maturities 87,916 90,910
- ---------------------------------------------------------------------------------------------------
Other:
Deferred compensation and other payments 13,762 14,054
Deferred income taxes 6,315 7,005
- ---------------------------------------------------------------------------------------------------
20,077 21,059
- ---------------------------------------------------------------------------------------------------
Shareholders' Equity:
Common Stock, $1 par value, authorized 20,000,000 shares,
issued: 9,471,538 shares 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 166,574 170,111
Accumulated other comprehensive income (1,699) (2,285)
Common Stock in treasury, at cost: 795,856 and 800,830 shares (15,131) (15,691)
- ---------------------------------------------------------------------------------------------------
163,412 165,803
- ---------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $319,595 $339,090
===================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
PAGE 22 Angelica Corporation
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 29, January 30, January 31,
(Dollars in thousands) 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK ($1 PAR VALUE)
Balance beginning of year $ 9,472 $ 9,472 $ 9,472
- ---------------------------------------------------------------------------------------------------
Balance end of year $ 9,472 $ 9,472 $ 9,472
- ---------------------------------------------------------------------------------------------------
CAPITAL SURPLUS
Balance beginning of year $ 4,196 $ 4,196 $ 4,196
- ---------------------------------------------------------------------------------------------------
Balance end of year $ 4,196 $ 4,196 $ 4,196
- ---------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance beginning of year $170,111 $170,098 $186,438
Net income (loss) 5,274 8,892 (6,898)
Cash dividends (8,328) (8,715) (8,785)
Exercise of stock options/stock awards (483) (164) (657)
- ---------------------------------------------------------------------------------------------------
Balance end of year $166,574 $170,111 $170,098
- ---------------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance beginning of year $ (2,285) $ (2,162) $ (1,763)
Translation adjustment 586 (123) (399)
- ---------------------------------------------------------------------------------------------------
Balance end of year $ (1,699) $ (2,285) $ (2,162)
- ---------------------------------------------------------------------------------------------------
COMMON STOCK IN TREASURY, AT COST
Balance beginning of year $(15,691) $ (7,496) $ (9,102)
Treasury stock purchased (360) (8,781) --
Exercise of stock options/stock awards 998 712 1,682
Other changes during year (78) (126) (76)
- ---------------------------------------------------------------------------------------------------
Balance end of year $(15,131) $(15,691) $ (7,496)
- ---------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY, END OF YEAR $163,412 $165,803 $174,108
===================================================================================================
COMPREHENSIVE INCOME
Net income (loss) $ 5,274 $ 8,892 $ (6,898)
Change in cumulative translation adjustment 586 (123) (399)
- ---------------------------------------------------------------------------------------------------
Total Comprehensive Income $ 5,860 $ 8,769 $ (7,297)
===================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
2000 Annual Report PAGE 23
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
ANGELICA CORPORATION AND SUBSIDIARIES
<CAPTION>
For Years Ended January 29, January 30, January 31,
(Dollars in thousands) 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 5,274 $ 8,892 $ (6,898)
Non-cash items included in net income (loss):
Depreciation 13,711 13,916 13,733
Amortization of acquisition costs 2,932 3,400 3,589
Restructuring and other charges -- -- 23,247
Change in working capital components, net of businesses
acquired/disposed of:
Receivables, net 152 12,339 (2,772)
Inventories and linens in service 11,853 19,491 6,905
Prepaid expenses (173) 348 (426)
Accounts payable (806) 2,655 267
Compensation and other accruals (6,254) (4,203) (2,888)
Income taxes 845 4,463 (7,186)
Cash surrender value of life insurance (2,314) (2,155) (2,030)
Other, net (498) 1,326 508
- ---------------------------------------------------------------------------------------------------
Net cash flow provided by operating activities 24,722 60,472 26,049
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment, net (7,439) (8,654) (21,338)
Cost of businesses acquired (505) (2,280) (23,624)
Disposition of businesses and property 5,777 2,080 16,236
- ---------------------------------------------------------------------------------------------------
Net cash flow used in investing activities (2,167) (8,854) (28,726)
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of short-term debt -- -- 11,700
Debt assumed in acquisition -- -- 3,026
Long-term and short-term debt repayments (5,809) (30,378) (3,103)
Repurchase of stock (360) (8,781) --
Dividends paid (8,328) (8,715) (8,785)
Other, net 717 299 550
- ---------------------------------------------------------------------------------------------------
Net cash flow (used in) provided by financing activities (13,780) (47,575) 3,388
- ---------------------------------------------------------------------------------------------------
Net increase in cash and short-term investments 8,775 4,043 711
Cash and short-term investments at beginning of year 6,876 2,833 2,122
- ---------------------------------------------------------------------------------------------------
Cash and short-term investments at end of year $ 15,651 $ 6,876 $ 2,833
===================================================================================================
Supplemental cash flow information:
Income taxes paid (refunded) $ 2,867 $ (583) $ 1,272
Interest paid $ 9,286 $ 9,831 $ 10,515
===================================================================================================
The accompanying notes are an integral part of the financial statements.
</TABLE>
PAGE 24 Angelica Corporation
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ANGELICA CORPORATION AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company provides textile rental and laundry services principally to
health care institutions and to a limited extent to hotels, motels and
restaurants, in or near major metropolitan areas in the United States.
The Company is a manufacturer and marketer of uniforms and business
career apparel for a wide variety of institutions and businesses in the
United States, Canada and until March 1, 1999, in the United Kingdom.
The Company operates a nationwide chain of specialty retail stores
primarily for nurses and other health care professionals.
PRINCIPLES OF CONSOLIDATION
All subsidiaries are wholly-owned and are included in the consolidated
financial statements. All significant intercompany accounts and
transactions have been eliminated.
Textile service revenues are recognized at the time the service is
provided to the customer. Net sales are recognized at the time the
merchandise is shipped to or picked up by the customer.
Certain amounts in prior years have been reclassified to conform
to current year presentation.
Fiscal years 2000 and 1999 included 52 weeks; fiscal year 1998
included 53 weeks.
USE OF ESTIMATES
These financial statements have been prepared on the accrual basis of
accounting, which required the use of certain estimates by Management in
determining the Company's assets, liabilities, revenues and expenses.
Actual results may vary from these estimates.
FOREIGN CURRENCY TRANSLATION
The Company accounts for foreign currency translation in accordance with
Statement of Financial Accounting Standards (SFAS) No. 52. The
cumulative effect of this method is reflected as accumulated other
comprehensive income in shareholders' equity.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out basis)
or market. Cost includes material, labor and factory overhead, as
applicable.
Inventories were comprised of the following:
<TABLE>
<CAPTION>
(Dollars in thousands) 2000 1999
- ---------------------------------------------------------------
<S> <C> <C>
Raw materials $20,377 $20,358
Work in process 4,446 5,995
Finished goods 55,182 62,277
- ---------------------------------------------------------------
$80,005 $88,630
===============================================================
</TABLE>
LINENS IN SERVICE
Linens in service are stated at depreciated cost, not in excess of
market.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Renewals and betterments are
capitalized.
Property and equipment are depreciated over their expected useful
lives (buildings -- 15 to 40 years; machinery and equipment -- three to
10 years). Depreciation is computed principally on the straight-line
method. Leasehold improvements are amortized using the straight-line
method over their useful lives or lease terms, as appropriate.
GOODWILL AND OTHER ACQUIRED ASSETS
Goodwill, the excess of cost over net assets of businesses acquired, is
being amortized on the straight-line basis over periods not exceeding 40
years. Other acquired assets, including customer contracts and non-
competition agreements, are being amortized on the straight-line basis
generally over periods of three to seven years.
<PAGE>
INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
which utilizes the liability method. Under this method, deferred taxes
are determined based on the estimated future tax effects of differences
between the financial statement and tax bases of assets and liabilities
given the provisions of the enacted tax laws.
EARNINGS PER SHARE
The Company has adopted SFAS No. 128 for all periods. Basic earnings per
share is computed by dividing net income by the weighted average number
of shares of Common Stock outstanding during the year. Diluted earnings
per share is computed by dividing the net income applicable to Common
shareholders by the weighted average number of Common and Common
equivalent shares outstanding.
The following table reconciles weighted average shares outstanding
to amounts used to calculate basic and diluted earnings per share for
fiscal years 2000, 1999 and 1998:
<TABLE>
<CAPTION>
(Dollars and shares in thousands, except per share amounts) 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average shares outstanding 8,677 9,006 9,151
Effect of dilutive securities - option shares 9 8 2
- ---------------------------------------------------------------------------------------------------
Average shares outstanding, adjusted for dilutive effects 8,686 9,014 9,153
===================================================================================================
Net income (loss) $5,274 $8,892 $(6,898)
Basic earnings (loss) per share .61 .99 (.75)
Diluted earnings (loss) per share .61 .99 (.75)
- ---------------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of the Consolidated Statements of Cash Flows, the Company
considers short-term, highly liquid investments (securities with an
original maturity date of less than three months) as cash equivalents.
2000 Annual Report PAGE 25
<PAGE>
<PAGE>
LONG-LIVED ASSETS
In accordance with SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of, the Company
periodically assesses the carrying value of its long-lived assets and
recognizes impairment losses if it is determined the carrying values are
not recoverable.
2. RETIREMENT BENEFITS
The Company has a non-contributory defined benefit pension plan covering
primarily all domestic salaried and hourly administrative non-union
personnel. The benefit formula is based on years of service and
compensation during employment. The funding policy of the pension plan
is in accordance with the requirements of the Employee Retirement Income
Security Act of 1974. The funded status of the plan, the net pension
liability at January 1, 2000 and January 1, 1999, and the net pension
expense for 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
January 1, January 1,
(Dollars in thousands) 2000 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $19,631 $17,862
Service cost 735 635
Interest cost 1,218 1,213
Actuarial (gain) loss (2,412) 1,002
Benefits paid (1,234) (1,081)
- ---------------------------------------------------------------------------------------------------
Benefit obligation at end of year 17,938 19,631
- ---------------------------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at
beginning of year 21,250 18,787
Actual return on plan assets 1,260 3,437
Employer contributions -- 107
Benefits paid (1,234) (1,081)
- ---------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year 21,276 21,250
- ---------------------------------------------------------------------------------------------------
Net pension liability:
Funded status 3,338 1,619
Unrecognized actuarial gain (7,732) (5,210)
Unrecognized prior service cost 170 190
Unrecognized initial obligation 782 916
- ---------------------------------------------------------------------------------------------------
Net pension liability at end of year $(3,442) $(2,485)
===================================================================================================
<CAPTION>
(Dollars in thousands) 2000 1999 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pension expense:
Service cost $ 735 $ 635 $ 706
Interest cost 1,218 1,213 1,179
Expected return on plan assets (1,462) (1,356) (1,266)
Amortization of prior service cost 20 20 20
Recognized actuarial loss 126 113 134
- ---------------------------------------------------------------------------------------------------
Net pension expense $ 637 $ 625 $ 773
===================================================================================================
<CAPTION>
2000 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial assumptions used in determining projected benefit obligation:
Discount rate 7.40% 6.40%
Expected return on plan assets 8.50% 8.50%
Rate of compensation increase 5.00% 5.00%
- ---------------------------------------------------------------------------------------------------
</TABLE>
The Company's 401(k) retirement savings plan provides retirement
benefits to eligible domestic employees in addition to those provided by
the defined benefit pension plan. The plan permits participants to
voluntarily defer up to 12 percent of their compensation, subject to
Internal Revenue Code limitations. The Company also contributes a
percentage of the employee's salary to the account of each eligible
employee. The Company's policy is to fully fund this plan. The cost for
this plan was $690,000, $490,000 and $516,000, for the fiscal years
ended January 29, 2000, January 30, 1999, and January 31, 1998,
respectively.
The Company does not provide retirees with post-retirement
benefits other than pensions.
3. SHORT-TERM AND LONG-TERM DEBT
The following table summarizes information with respect to short-term
debt for 2000 and 1999:
<TABLE>
<CAPTION>
(Dollars in thousands) 2000 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Average amount of short-term debt
during the year $ -- $12,780
Weighted average interest rate:
During the year -- 5.83%
At year end -- --
- ---------------------------------------------------------------------------------------------------
</TABLE>
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
(Dollars in thousands) 2000 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
10.2% notes to insurance company, due
annually to 2004 $33,375 $35,375
9.15% notes to insurance companies,
due 2001 25,000 25,000
8.225% notes to insurance companies,
due 2006 30,000 30,000
6.84% note to bank, due quarterly to 1999 -- 2,703
76% of prime rate industrial development
revenue bond, due quarterly to 2000 338 788
Other long-term debt including obligations
under capital leases 2,229 2,885
- ---------------------------------------------------------------------------------------------------
90,942 96,751
Less--current maturities 3,026 5,841
- ---------------------------------------------------------------------------------------------------
$87,916 $90,910
===================================================================================================
</TABLE>
PAGE 26 Angelica Corporation
<PAGE>
<PAGE>
The most restrictive of the Company's loan agreements require that
the Company maintain a minimum of $160,000,000 in consolidated net
worth, as defined. As of January 29, 2000, the balance was $163,412,000.
Aggregate maturities of long-term debt for each of the four years
subsequent to January 27, 2001, are $27,677,000, $6,662,000, $14,247,000
and $13,268,000, respectively.
Based on borrowing rates currently available for debt instruments
with similar terms and average maturities, the fair market value of the
Company's long-term debt, as of January 29, 2000 and January 30, 1999
was approximately $92,990,000 and $106,330,000, respectively.
4. INCOME TAXES
The provision (benefit) for income taxes consisted of the following:
<TABLE>
<CAPTION>
(Dollars in thousands) 2000 1999 1998
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 4,041 $ 4,966 $(2,940)
State 514 1,383 (490)
Foreign 735 481 487
Deferred (2,192) (1,380) (1,285)
- --------------------------------------------------------------------------
$ 3,098 $ 5,450 $(4,228)
==========================================================================
</TABLE>
Reconciliation between the statutory income tax rate and effective
tax rate is summarized below:
<TABLE>
<CAPTION>
2000 1999 1998
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory rate 34.0% 35.0% 35.0%
State tax, net of Federal benefit 3.2 3.1 3.4
Other, net (.2) (.1) (.4)
- ---------------------------------------------------------------------------
37.0% 38.0% 38.0%
===========================================================================
</TABLE>
The tax effect of significant temporary differences representing
deferred tax assets and liabilities were as follows:
<TABLE>
<CAPTION>
January 29, January 30,
(Dollars in thousands) 2000 1999
- ---------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Deferred compensation $ 5,085 $ 4,945
Insurance reserves not yet deductible 2,673 3,806
Customer contracts 2,633 2,626
Other 7,841 6,913
- ---------------------------------------------------------------------------
18,232 18,290
- ---------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation (10,714) (10,682)
Linen amortization (9,755) (10,795)
Other (277) (1,519)
- ---------------------------------------------------------------------------
(20,746) (22,996)
- ---------------------------------------------------------------------------
Net deferred tax liabilities $ (2,514) $ (4,706)
===========================================================================
</TABLE>
Temporary differences related to investments in foreign subsidiaries
essentially permanent in nature and not expected to reverse in the
foreseeable future were approximately $7,014,000. The unrecognized
deferred tax liability related to these temporary differences was
$351,000.
5. PREFERRED STOCK
The Company has two classes of authorized Preferred Stock: Class A,
Series 1, $1 stated value per share, authorized in the amount of 100,000
shares; and Class B, authorized in the amount of 2,500,000 shares. At
January 29, 2000, no shares of Class A or Class B were outstanding.
<PAGE>
6. SHAREHOLDER RIGHTS PLAN
The Company has a Shareholder Rights Plan, under which a Right is
attached to each share of the Company's Common Stock. The Rights may
only become exercisable under certain circumstances involving actual or
potential acquisitions of the Company's Common Stock by a person or
group of affiliated or associated persons. Depending upon the
circumstances, if the Rights become exercisable, the holders thereof may
be entitled to purchase units of the Company's Class B Series 2 Junior
Participating Preferred Stock, shares of the Company's Common Stock or
shares of common stock of the surviving or acquiring company. The Rights
will remain in existence until September 7, 2008, unless they are
earlier exercised, redeemed or exchanged.
7. RESTRUCTURING CHARGES
During the third quarter of fiscal 1998, the Company recorded
restructuring and other charges of $23,247,000 ($14,413,000 after tax or
$1.57 per share). These charges consisted of inventory write-downs of
$1,063,000 included in cost of textile services and $7,500,000 included
in cost of goods sold and of other charges totaling $14,684,000 included
in restructuring charge. The restructuring charge related primarily to
the consolidation, closing and sale of Textile Services and
Manufacturing and Marketing plants. These costs included write-downs to
the carrying values of plants closed and other assets, and the accrual
of severance costs associated with the related elimination of personnel.
As of January 29, 2000, the reserve had been substantially utilized.
8. STOCK-BASED COMPENSATION PLANS
The Company has various stock option and stock bonus plans that provide
for the granting to certain employees and directors of incentive stock
options, non-qualified stock options, restricted stock and performance
awards. Options and awards have been granted at the fair market value at
the date of grant, although certain plans allow for options to be
granted at an option price below fair market value. Options are
exercisable not less than six months nor more than 10 years after the
date of grant.
2000 Annual Report PAGE 27
<PAGE>
<PAGE>
The Company applies APB Opinion No. 25, Accounting for Stock
Issued to Employees, in accounting for its plans. Accordingly, no
compensation expense has been recognized for its stock-based
compensation plans other than for restricted stock and performance-based
awards.
A summary of the status of the Company's stock option plans for
fiscal years 2000, 1999 and 1998 and changes during the years then ended
is presented in the table below:
<TABLE>
<CAPTION>
2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------------------------
Weighted Average Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 674,175 $23.91 697,525 $25.36 672,175 $26.91
Granted 287,200 13.48 152,100 20.47 123,000 21.35
Exercised -- -- (12,600) 19.00 -- --
Lapsed/canceled (206,560) 23.04 (162,850) 27.28 (97,650) 31.00
- ---------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of year 754,815 $20.18 674,175 $23.91 697,525 $25.36
=================================================================================================================================
Options exercisable at year end 320,797 $25.19 330,878 $27.06 346,760 $29.41
=================================================================================================================================
Options available for future grant 656,945 322,143 420,447
=================================================================================================================================
Weighted average fair value for
options granted during the year $3.15 $4.54 $4.40
=================================================================================================================================
</TABLE>
The fair value of each option granted is estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions used for grants in fiscal 2000, 1999 and 1998, respectively:
risk-free interest rates of 6.1%, 5.5% and 6.0%; expected dividend
yields of 4.2%, 3.8% and 3.7%; volatilities of 23.6%, 21.5% and 19.3%;
and expected lives of seven to 10 years in all periods. The range of
exercise prices for the 754,815 options outstanding at year-end was
$9.16 to $37.50, and the weighted-average remaining contractual life was
6.5 years.
Had compensation expense for the Company's 2000, 1999 and 1998
grants for stock-based compensation plans been determined consistent
with SFAS No. 123, Accounting for Stock-Based Compensation, the
Company's net income and earnings per share would approximate the pro
forma amounts below (in thousands except per share data):
<TABLE>
<CAPTION>
2000 1999 1998
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Net income (loss) --
As reported $5,274 $8,892 $(6,898)
Pro forma 4,766 8,426 (7,257)
Earnings (loss) per share --
As reported $ .61 $ .99 $ (.75)
Pro forma .55 .93 (.79)
- ---------------------------------------------------------------------------
</TABLE>
SFAS No. 123 does not apply to awards prior to 1996, nor are the
effects of its application in this disclosure indicative of the pro
forma effect on net income in future years.
9. COMMITMENTS AND CONTINGENCIES
Future minimum payments by year and in the aggregate under operating
leases with initial or remaining terms of one year or more, consisted of
the following at January 29, 2000:
<TABLE>
<CAPTION>
Minimum
(Dollars in thousands) Payments
- ---------------------------------------------------------------------------
<S> <C>
2001 $ 8,052
2002 6,766
2003 5,596
2004 4,434
2005 3,042
Later years 6,924
- ---------------------------------------------------------------------------
Total minimum lease payments $34,814
===========================================================================
</TABLE>
<PAGE>
Rental expense for all operating leases consisted of:
<TABLE>
<CAPTION>
(Dollars in thousands) 2000 1999 1998
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Minimum rentals $15,695 $15,991 $16,835
Contingent rentals 418 370 373
- ---------------------------------------------------------------------------
$16,113 $16,361 $17,208
===========================================================================
</TABLE>
The Company is a party to various claims and legal proceedings
which arose in the ordinary course of its business. Although the
ultimate disposition of these proceedings is not presently determinable,
Management does not believe that an adverse determination in any or all
of such proceedings will have a material adverse effect upon the
financial condition or operating results of the Company.
PAGE 28 Angelica Corporation
<PAGE>
<PAGE>
10. BUSINESS SEGMENT INFORMATION
The Company operates principally in three industry segments: Textile
Services, Manufacturing and Marketing and Retail Sales. These segments,
including products and principal markets, are described elsewhere in
this report.
<TABLE>
<CAPTION>
(Dollars in thousands) 2000 1999 1998 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales and textile service revenues
Textile Services $245,545 $257,451 $286,886 $261,349 $254,893
Manufacturing and Marketing 150,299 171,378 180,711 176,638 180,845
Retail Sales 90,550 85,632 84,733 77,860 71,803
Intersegment sales (23,453) (22,816) (25,806) (26,628) (20,527)
- ---------------------------------------------------------------------------------------------------------------------------------
$462,941 $491,645 $526,524 $489,219 $487,014
=================================================================================================================================
Earnings
Textile Services (Note 7) $ 13,482 $ 20,864 $ 18,273 $ 13,306 $ 17,069
Manufacturing and Marketing (Note 7) 5,303 3,287 (6,525) 6,015 5,728
Retail Sales 3,260 5,466 8,305 7,663 6,706
Restructuring charge (Note 7) -- -- (14,684) -- (14,145)
Interest, corporate expenses and other, net (13,560) (15,478) (16,395) (14,044) (13,367)
Eliminations (113) 203 (100) (2) (136)
- ---------------------------------------------------------------------------------------------------------------------------------
$ 8,372 $ 14,342 $(11,126) $ 12,938 $ 1,855
=================================================================================================================================
Assets (as of year end)
Textile Services $151,271 $164,803 $182,430 $182,738 $164,390
Manufacturing and Marketing 104,707 121,087 150,265 149,501 146,340
Retail Sales 28,826 31,590 29,422 28,543 26,182
Corporate 34,791 21,610 16,592 13,322 16,315
- ---------------------------------------------------------------------------------------------------------------------------------
$319,595 $339,090 $378,709 $374,104 $353,227
=================================================================================================================================
Depreciation
Textile Services $ 8,483 $ 8,614 $ 8,205 $ 7,836 $ 8,215
Manufacturing and Marketing 2,170 3,142 3,705 3,921 4,052
Retail Sales 2,018 2,049 1,719 1,561 1,442
Corporate 1,040 111 104 97 88
- ---------------------------------------------------------------------------------------------------------------------------------
$ 13,711 $ 13,916 $ 13,733 $ 13,415 $ 13,797
=================================================================================================================================
Capital additions, net
Textile Services $ 4,196 $ 5,137 $ 15,776 $ 19,014 $ 4,664
Manufacturing and Marketing 723 1,250 2,913 3,243 2,921
Retail Sales 2,082 2,120 2,606 1,291 1,118
Corporate 438 147 43 55 57
- ---------------------------------------------------------------------------------------------------------------------------------
$ 7,439 $ 8,654 $ 21,338 $ 23,603 $ 8,760
=================================================================================================================================
</TABLE>
Sales of foreign operations and export sales were not significant.
The Company has no one major customer. Corporate assets consist
primarily of cash, investments, cash surrender value of officers' life
insurance, MIS equipment and office furniture and fixtures. Corporate
expenses consist of the Company's principal administrative and financial
functions, which are centrally managed. Capital additions do not include
the cost of properties acquired in business acquisitions.
2000 Annual Report PAGE 29
<PAGE>
<PAGE>
11. UNAUDITED QUARTERLY FINANCIAL DATA
Quarterly results for 2000 and 1999 are shown below:
<TABLE>
<CAPTION>
Fiscal 2000 Quarter Ended
(Dollars in thousands, except per share amounts) May 1 July 31 October 30 January 29
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and textile service revenues
Textile Services $ 64,523 $ 60,790 $ 60,139 $ 60,093
Manufacturing and Marketing 40,541 39,809 38,274 31,675
Retail Sales 22,137 21,244 24,372 22,797
Intersegment sales (6,069) (6,055) (6,207) (5,122)
- ---------------------------------------------------------------------------------------------------------------------------------
$121,132 $115,788 $116,578 $109,443
=================================================================================================================================
Gross profit
Textile Services $ 13,652 $ 11,773 $ 10,394 $ 10,642
Manufacturing and Marketing 8,904 8,341 8,313 6,708
Retail Sales 11,429 11,040 12,407 11,508
- ---------------------------------------------------------------------------------------------------------------------------------
$ 33,985 $ 31,154 $ 31,114 $ 28,858
=================================================================================================================================
Operating earnings
Textile Services $ 5,107 $ 2,971 $ 1,662 $ 3,742
Manufacturing and Marketing 1,795 1,872 1,553 83
Retail Sales 884 677 1,411 288
- ---------------------------------------------------------------------------------------------------------------------------------
$ 7,786 $ 5,520 $ 4,626 $ 4,113
=================================================================================================================================
Net income $ 2,491 $ 1,295 $ 652 $ 836
=================================================================================================================================
Basic and diluted earnings per share $ .29 $ .15 $ .07 $ .10
=================================================================================================================================
<CAPTION>
Fiscal 1999 Quarter Ended
(Dollars in thousands, except per share amounts) May 2 August 1 October 31 January 30
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and textile service revenues
Textile Services $ 65,856 $ 63,958 $ 63,840 $ 63,797
Manufacturing and Marketing 48,032 44,651 40,368 38,327
Retail Sales 20,798 20,153 23,149 21,532
Intersegment sales (6,021) (5,553) (5,771) (5,471)
- ---------------------------------------------------------------------------------------------------------------------------------
$128,665 $123,209 $121,586 $118,185
=================================================================================================================================
Gross profit
Textile Services $ 13,600 $ 12,754 $ 11,808 $ 13,491
Manufacturing and Marketing 9,614 8,721 8,061 9,118
Retail Sales 11,263 10,853 12,226 10,896
- ---------------------------------------------------------------------------------------------------------------------------------
$ 34,477 $ 32,328 $ 32,095 $ 33,505
=================================================================================================================================
Operating earnings
Textile Services $ 5,009 $ 4,575 $ 5,483 $ 5,797
Manufacturing and Marketing 1,654 934 371 328
Retail Sales 1,510 1,148 2,262 546
- ---------------------------------------------------------------------------------------------------------------------------------
$ 8,173 $ 6,657 $ 8,116 $ 6,671
=================================================================================================================================
Net income $ 2,428 $ 1,800 $ 2,822 $ 1,842
=================================================================================================================================
Basic and diluted earnings per share $ .26 $ .20 $ .31 $ .22
=================================================================================================================================
</TABLE>
PAGE 30 Angelica Corporation
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying consolidated balance sheets of Angelica
Corporation (a Missouri corporation) and subsidiaries as of January 29,
2000 and January 30, 1999, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years
in the period ended January 29, 2000. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Angelica
Corporation and subsidiaries as of January 29, 2000 and January 30,
1999, and the results of their operations and their cash flows for each
of the three years in the period ended January 29, 2000, in conformity
with generally accepted accounting principles.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
March 14, 2000
REPORT OF AUDIT COMMITTEE
The Audit Committee consists of four independent non-employee members of
the Board of Directors and has regular meetings four times a year. The
Committee is responsible for recommending to the Board the appointment
of the Company's independent public accountants, for review and
monitoring of the Company's financial reports, internal controls and
accounting practices, and for review of the scope of the audits
performed by the independent public accountants and internal auditors.
The Committee also monitors compliance with Angelica's Code of Conduct.
At its quarterly meetings, the Audit Committee reviews the
financial results for the preceding fiscal quarter or entire fiscal year
and has the opportunity to review related press releases and quarterly
reports to shareholders. No public release of financial results is made
until Audit Committee approval has been obtained. At these meetings the
Committee also reviews the progress being made in accomplishing the
annual internal audit plan.
The Committee also discusses at its meetings audit and financial
reporting matters with representatives of Management and the independent
public accountants. Among the matters discussed are the scope, timing
and fees for the annual audit by the independent public accountants, and
the results of the quarterly reviews and annual audit, including any
recommendations for improvements to internal financial controls. The
independent public accountants, as well as the chief internal auditor,
have the opportunity to meet privately with the Committee at any of its
meetings.
/s/ H. Edwin Trusheim
H. EDWIN TRUSHEIM
Chairman of the Audit Committee
REPORT OF MANAGEMENT
The Management of Angelica Corporation is responsible for the
preparation and integrity of all financial information presented in this
Annual Report. The financial statements have been prepared in conformity
with generally accepted accounting principles, and necessarily include
amounts based on informed judgments and estimates of Management.
The Company seeks to assure the integrity and objectivity of the
data in the financial statements through a system of internal accounting
controls. These controls, augmented by the Company's internal audit
function, are designed to provide reasonable assurance that assets are
properly safeguarded and transactions are executed in accordance with
proper authorization. Necessary records are maintained to provide
accurate data for the preparation of financial statements and for audit
purposes.
The Company's independent public accountants, Arthur Andersen LLP,
are engaged to audit the financial statements and to render an opinion
thereon, which appears on this page. Their audit considered the
Company's system of internal accounting controls to the extent they
deemed necessary to determine the nature, timing and extent of their
audit tests.
The Company's Code of Conduct requires employees to maintain the
highest standard of ethical conduct in all their business activities,
and compliance is regularly monitored.
/s/ Don W. Hubble
DON W. HUBBLE
Chairman, President and Chief Executive Officer
/s/ Theodore M. Armstrong
THEODORE M. ARMSTRONG
Senior Vice President and Chief Financial Officer
2000 Annual Report PAGE 31
<PAGE>
Exhibit 21
SUBSIDIARIES
------------
Registrant: Angelica Corporation, State of Incorporation: Missouri
Percentage
of Voting
Securities
State of Owned by
Name Incorporation Registrant
- ---- ------------- ----------
Angelica Realty Co. California 100%
Angelica Textile
Services, Inc. California 100%
Angelica International Ltd. Federal Corporation, Canada 100%
Angelica Textile
Services, Inc. New York 100%
Southern Service Company California 100%
Industrias Textiles El Curu Costa Rica 100%
Retail operations of the Registrant include a chain of 296 retail
uniform specialty shops operating under the umbrella name of "Life
Uniform and Shoe Shops." Generally, all shops operating in a specific
state form one company incorporated under the laws of that state. All
such corporations (38) are wholly-owned subsidiaries of the Registrant.
All of the above subsidiaries are included in the consolidated financial
statements filed herewith.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report incorporated by reference in this Form 10-K,
into the Corporation's previously filed Form S-8 Registration Statements
Nos. 33-5524, 33-22850, 2-77932, 2-97291, 33-625, 33-45410 and 33-50960.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
April 25, 2000
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Angelica Corporation (hereinafter referred to
as the "Company") hereby constitutes and appoints Don W. Hubble, T.M.
Armstrong, and James W. Shaffer and each of them acting singly, the true
and lawful agents and attorneys, or agent and attorney, with full powers
of substitution, resubstitution and revocation, for and in the name,
place and stead of the undersigned to do any and all things and to
execute any and all instruments which said agents and attorneys, or any
of them, may deem necessary or advisable to enable the Company to comply
with the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the Annual Report on Form 10-K of
the Company for the fiscal year ended January 29, 2000, including
specifically, but without limiting the generality of the foregoing, full
power and authority to sign the name of each of the undersigned in the
capacities indicated below to the said Annual Report on Form 10-K to be
filed with the Securities and Exchange Commission, and to any and all
amendments to said Annual Report on Form 10-K, and each of the
undersigned hereby grants to said attorneys and agents, and to each of
them singly, full power and authority to do and perform on behalf of the
undersigned every act and thing whatsoever necessary or appropriate to
be done in the premises as fully as the undersigned could do in person,
hereby ratifying and confirming all that said attorneys and agents, or
any of them, or the substitutes or substitute of them or any of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents this 28th day of March, 2000.
/s/ Don W. Hubble /s/ T. M. Armstrong
- ------------------------------ ------------------------------
(Don W. Hubble) (T.M. Armstrong)
Chairman, President and Chief Senior Vice President-
Executive Officer Finance and Administration
(Principal Executive Officer) Chief Financial Officer
(Principal Financial Officer)
/s/ James W. Shaffer
------------------------------
(James W. Shaffer)
Vice President and Treasurer
(Principal Accounting Officer)
<PAGE>
<PAGE>
/s/ David A. Abrahamson /s/ Susan S. Elliott
- ------------------------------ ------------------------------
(David A. Abrahamson) (Susan S. Elliott)
Director Director
/s/ Earle H. Harbison, Jr. /s/ Leslie F. Loewe
- ------------------------------ ------------------------------
(Earle H. Harbison, Jr.) (Leslie F. Loewe)
Director Director
/s/ Charles W. Mueller /s/ William A. Peck
- ------------------------------ ------------------------------
(Charles W. Mueller) (William A. Peck)
Director Director
/s/ William P. Stiritz /s/ H. Edwin Trusheim
- ------------------------------ ------------------------------
(William P. Stiritz) (H. Edwin Trusheim)
Director Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the consolidated financial statements for period ended
January 29, 2000 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> JAN-29-2000
<CASH> 15,651
<SECURITIES> 0
<RECEIVABLES> 58,492
<ALLOWANCES> (2,792)
<INVENTORY> 113,080
<CURRENT-ASSETS> 189,312
<PP&E> 210,308
<DEPRECIATION> 118,121
<TOTAL-ASSETS> 319,595
<CURRENT-LIABILITIES> 48,190
<BONDS> 87,916
<COMMON> 9,472
0
0
<OTHER-SE> 153,940
<TOTAL-LIABILITY-AND-EQUITY> 319,595
<SALES> 217,396
<TOTAL-REVENUES> 462,941
<CGS> 138,746
<TOTAL-COSTS> 337,830
<OTHER-EXPENSES> 107,114
<LOSS-PROVISION> 990
<INTEREST-EXPENSE> 8,635
<INCOME-PRETAX> 8,372
<INCOME-TAX> 3,098
<INCOME-CONTINUING> 5,274
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,274
<EPS-BASIC> .61
<EPS-DILUTED> .61
</TABLE>
<PAGE>
Exhibit 99.1
Exhibit to Annual Report
on Form 10-K of
Angelica Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form 11-K
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
-------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------------- ---------------
Commission file number 1-5674
----------------------------------------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
-1-
<PAGE>
<PAGE>
Financial Statements and Exhibits.
- ---------------------------------
(a) Financial Statements. Pages of this
-------------------- -------------
Form 11-K
---------
Report of Independent Public Accountants 5
Statement of Net Assets Available for 6
Plan Benefits - December 31, 1999 and
December 31, 1998
Statement of Changes in Net Assets 7
Available for Plan Benefits - Fiscal
Year ended December 31, 1999
Notes to Financial Statements 8-10
Schedule I 11
Schedule II 12
(b) Exhibits.
--------
23. Consent of Independent Public Accountants.
-2-
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedules
As of December 31, 1999 and 1998
Together With Auditors' Report
3
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1999 AND 1998
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits--December 31,
1999 and 1998
Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
SUPPLEMENTAL SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes--December 31, 1999
Schedule II: Item 27d - Schedule of 5% Reportable Transactions
for the Year Ended December 31, 1999
4
<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Angelica Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of The Angelica Corporation Retirement Savings Plan (the
Plan) as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for plan benefits for the year ended
December 31, 1999. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1999 and 1998, and the changes
in net assets available for plan benefits for the year ended
December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
St. Louis, Missouri,
April 7, 2000
5
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
DECEMBER 31, 1999 AND 1998
--------------------------
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
------
INVESTMENTS, at fair value $ 38,145,116 $ 38,754,347
OTHER ASSETS:
Contributions receivable (including employer's
contributions of $27,905 and $17,393, respectively) 158,269 150,645
Interest and dividends receivable 20,214 16,147
Loan payments receivable 28,277 34,661
Other receivables - 5,145
------------ ------------
Total assets 38,351,876 38,960,945
------------ ------------
LIABILITIES
-----------
OTHER PAYABLES 53,723 30
------------ ------------
Total liabilities 53,723 30
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 38,298,153 $ 38,960,915
============ ============
The accompanying notes are an integral part of these statements.
</TABLE>
6
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
------------------------------------
<S> <C>
ADDITIONS:
Participant contributions $ 3,154,079
Employer contributions 652,896
Interest income 261,494
Dividend income 2,882,555
Rollovers 33,179
Net depreciation in fair value of investments (1,753,997)
Other additions 276,725
------------
Total additions 5,506,931
------------
DEDUCTIONS:
Participant withdrawals (6,109,130)
Other deductions (60,563)
------------
Total deductions (6,169,693)
------------
Net decrease (662,762)
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 38,960,915
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 38,298,153
============
The accompanying notes are an integral part of this statement.
</TABLE>
7
<PAGE>
<PAGE>
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
DECEMBER 31, 1999 AND 1998
--------------------------
1. DESCRIPTION OF PLAN:
--------------------
The following description of The Angelica Corporation Retirement Savings
Plan (the Plan) is provided for general information purposes only. More
complete information regarding the Plan's provisions may be found in the
plan documents.
General
- -------
The Plan, as amended and restated, was adopted by the Board of Directors
of Angelica Corporation (the Company) to provide participants an
opportunity to defer portions of their earnings so as to provide
supplementary retirement income and a measure of economic security. The
Company is the Plan Administrator and the assets of the Plan are held in
trust by UMB Bank (the Trustee). Prior to 1999, the Plan's Trustee was
Banker's Trust Company.
Eligible Participants
- ---------------------
The participating employers in the Plan are the Company and its
subsidiaries. All full-time employees who are residents of the United
States and who have either (i) completed six months (one year, prior to
June 1, 1999) of service with the Company and are age 21 or older or
(ii) completed three years of service, are eligible to participate in
the Plan.
Contributions
- -------------
Eligible employees may contribute up to 12% of their annual compensation
to the Plan through payroll deferrals. Prior to 1999, the Company
provided a matching contribution of 1/4 of 1% for each 1% (up to a
maximum of 6%) of the total amount of compensation deferred by the
participant per year, provided that the maximum amount of matching
contribution on behalf of any one participant was $600.
For each plan year beginning on and after January 1, 1999, the Company
provides a matching contribution of 30% of 1% for each 1% (up to a
maximum of 6%) of the total amount of compensation deferred by the
participant per year.
Vesting
- -------
The salary deferral and company matching contributions of each
participant's account and earnings thereon are fully vested and
nonforfeitable at all times.
Benefits
- --------
Participants are entitled to receive the balance of their accounts upon
death, total disability, retirement or termination of employment, or
upon request after reaching age 59-1/2. Participants who have suffered
a hardship (as defined by the Internal Revenue Service and the Plan) may
also withdraw all or any portion of their account balances.
8
<PAGE>
<PAGE>
- 2 -
Loan Provision
- --------------
The Plan allows participants to borrow from their accounts, subject to
certain limitations. Loans bear interest at the prime rate plus 1/2% at
the time the loan was made. All loans are secured by the participant's
account and are repayable in installments by payroll deductions.
Investment Programs
- -------------------
The investment programs of the Plan are as follows:
Upon enrollment or reenrollment, each participant shall direct
that his or her contributions be invested in one or more of the
investment options below in increments of at least 5%. Such
direction may be revised by participants on a monthly basis.
Company Stock Fund
This fund is invested in Angelica Corporation Common
Stock.
Mutual Fund
Each participant may choose to invest in the American
Balanced Fund, the EuroPacific Growth Fund, the Federated
Max Cap Fund and/or the Washington Mutual Investors Fund.
Interest Income Fund
This fund is invested in group annuity contracts with
the Federated Capital Preservation Fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are maintained on an accrual basis.
The Plan's investments are stated at fair value, as determined by the
Trustee, based on publicly stated price information. The "average cost"
method is used to determine the cost of securities sold. Investments in
group annuity contracts are stated at contract value, which approximates
fair value.
Administrative Expenses
- -----------------------
Costs of administering the Plan are generally borne by the Company and
are not charged to the Plan.
Net Appreciation in Fair Value of Investments
- ---------------------------------------------
In compliance with reporting regulations of the Department of Labor, the
Plan calculates the net appreciation or depreciation in fair value of
investments, including the net realized gains and losses on investments
sold or distributed and unrealized appreciation and depreciation of
investments, based on the market value of the assets at the beginning of
the plan year or at the time of purchase during the year.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and
deductions from net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
9
<PAGE>
<PAGE>
- 3 -
Newly Adopted Accounting Pronouncement
- --------------------------------------
The Accounting Standards Executive Committee issued Statement of
Position (SOP) 99-3 Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters. This SOP
eliminates the requirement for a defined contribution plan to disclose
participant-directed investment funds, to disclose the total number of
units and the net asset value per unit during the period and at the end
of the period if the plan assigns units to participants, and to disclose
benefit-responsive investment contracts by investment fund option. The
SOP also requires a defined contribution plan to identify
nonparticipant-directed investments that represent 5% or more of net
assets available for benefits. The SOP was adopted for the 1999
financial statements. The 1998 financial statements have been
reclassified accordingly.
3. INVESTMENTS:
------------
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1999 and 1998, are as follows:
December 31, 1999:
American Balanced Fund $ 2,017,049
Washington Mutual Investors Fund 12,773,123
Federated Capital Preservation Fund 19,555,376
December 31, 1998:
Washington Mutual Investors Fund $13,206,574
Federated Capital Preservation Fund 20,705,189
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value as follows:
Mutual funds $(1,187,760)
Common stock (566,237)
-----------
$(1,753,997)
===========
4. INCOME TAX STATUS:
------------------
The Company has received a determination letter dated May 25, 1994, from
the Internal Revenue Service stating that the Plan qualifies under the
Internal Revenue Code; as such, the Plan is exempt from federal income
tax, and amounts contributed by the Company and its employees are not
taxable to the participants until distributions from the Plan are made.
The Plan Administrator believes that the Plan, as amended and as
currently operating, is in compliance with all applicable provisions of
the Internal Revenue Code.
5. TERMINATION OF THE PLAN:
------------------------
The Company reserves the right to terminate its participation in the
Plan, although it has not expressed any intent to do so.
10
<PAGE>
<PAGE>
SCHEDULE I
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1999
-----------------
<CAPTION>
Number of
Shares or
Principal
Amount Cost Fair Value
----------- ------------ ------------
<S> <C> <C> <C>
COMPANY STOCK FUND:
Angelica Corporation Common Stock <Fa> 83,819.031 $ 1,490,302 $ 817,236
------------ ------------
1,490,302 817,236
------------ ------------
MUTUAL FUND:
American Balanced Fund 139,878.539 2,143,498 2,017,049
Washington Mutual Investors Fund 432,108.365 11,406,119 12,773,123
Europacific Growth Fund 5,183.555 175,618 221,130
Federated Max Cap Fund 21,849.917 606,578 653,531
------------ ------------
14,331,813 15,664,833
------------ ------------
INTEREST INCOME FUND:
Federated Capital Preservation Fund $19,555,376 19,555,376 19,555,376
Loans to participants, interest ranging from
6.50% to 9.50% <Fa> $ 1,896,943 1,896,943 1,896,943
UMB Money Market <Fa> $ 210,728 210,728 210,728
------------ ------------
21,663,047 21,663,047
------------ ------------
Total investments $ 37,485,162 $ 38,145,116
============ ============
<FN>
<Fa> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
11
<PAGE>
<PAGE>
SCHEDULE II
THE ANGELICA CORPORATION
------------------------
RETIREMENT SAVINGS PLAN
-----------------------
<TABLE>
ITEM 27d - SCHEDULE OF 5% REPORTABLE TRANSACTIONS<Fa>
-----------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
------------------------------------
<CAPTION>
Purchases Sales
------------------------ ------------------------------------------------------
Number of Purchase Number of Cost of
Description of Asset Transactions Price Transactions Sales Price Assets Gain
- -------------------- ------------ ----------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Washington Mutual
Investors Fund <Fa> 61 $14,542,708 113 $2,307,218 $2,252,892 $ 54,326
Federated Capital
Preservation Fund <Fa> 54 2,589,992 153 4,829,039 3,638,256 1,190,783
American Balanced
Fund <Fa> 41 2,934,792 - - - -
UMB Money Market
<Fa> <Fb> 92 4,043,426 55 3,859,607 3,859,607 -
<FN>
<Fa> Represents transactions or a series of transactions in excess of
5% of the fair value of plan assets at the beginning of the year.
<Fb> Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
12
<PAGE>
<PAGE>
Exhibit 23
of 11-K
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report on The Angelica Corporation Retirement
Savings Plan financial statements included in this Form 11-K, into the
Corporation's previously filed Registration Statement on Form S-8 File
No. 33-5524.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 25, 2000
13
