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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended Commission File
July 28, 2001 Number 1-5674
ANGELICA CORPORATION
(Exact name of Registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 South Woods Mill Road
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(314) 854-3800
----------------------------------------------------
Former name, former address and former fiscal year
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- ------
The number of shares outstanding of Registrant's Common Stock, par value $1.00
per share, at September 1, 2001 was 8,607,499 shares.
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ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR JULY 28, 2001 FORM 10-Q QUARTERLY REPORT
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Second Quarter and First Half Ended
July 28, 2001 and July 29, 2000 3
Consolidated Balance Sheets -
July 28, 2001 and January 27, 2001 4
Consolidated Statements of Cash Flows -
First Half Ended July 28, 2001
and July 29, 2000 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-4
Exhibit A - Quarterly Report to
Shareholders 5
PART II. OTHER INFORMATION 6-11
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED JULY 28, 2001
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements be read
in conjunction with the fiscal 2001 Annual Report, including Notes to
Consolidated Financial Statements. However, it is the opinion of the
Company that all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results during the
interim period have been included.
(2) See Index to Financial Statements and Supporting Schedules on page 1.
Those pages of the Angelica Corporation and Subsidiaries Quarterly Report
to Shareholders for the quarter ended July 28, 2001, listed in such index
are incorporated herein by reference. The pages of the Quarterly Report
to Shareholders which are not listed on the index and therefore not
incorporated herein by reference are furnished for the information of the
Commission but are not to be deemed "filed" as a part of this report. The
Quarterly Report to Shareholders referred to herein is located
immediately following page 4 of this report.
(3) For purposes of the Consolidated Statements of Cash Flows, the Company
considers short-term, highly liquid investments which are readily
convertible into cash, as cash equivalents.
(4) In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS
141") and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 governs the initial recognition and measurement of intangible
assets acquired in business combinations initiated after June 30, 2001.
Under SFAS 142, goodwill recorded as of June 30, 2001 will no longer be
amortized effective with the date of adoption, which is January 27, 2002
for the Company. Additionally, any goodwill recognized from a business
combination completed after June 30, 2001 will not be amortized. Instead,
goodwill will be tested for impairment as of the date of adoption and at
least annually thereafter using a fair-value based analysis. The Company
has not determined the effect on its consolidated financial statements
that will result from the adoption of SFAS 141 and SFAS 142. Goodwill
amortization expense is expected to be approximately $400,000 in fiscal
2002, and would be a comparable amount in fiscal 2003, absent this
accounting change.
2
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED JULY 28, 2001
Analysis of Operations
----------------------
Combined sales and textile service revenues for the second quarter and
first half ended July 28, 2001 increased 2.7 percent and 4.1 percent,
respectively, over the comparable prior year periods. This is the fourth
consecutive quarterly increase in combined sales and textile service
revenues. However, a strong performance by our largest business segment,
Textile Services, could not overcome earnings declines for the quarter in
our Manufacturing and Marketing and Life Retail Stores segments primarily
due to a weak economy. As a result, earnings of $.10 per share in the
quarter were 52.4 percent lower than the $.21 per share earned a year ago.
Earnings per share in the first half this year were $.27 compared with
$.39 last year, a decline of 30.8 percent.
Revenues of the Textile Services segment increased 8.2 percent in the
second quarter, and are up 8.1 percent for the year, due to record high
levels of net new business additions. Earnings of this segment increased
24.9 percent in the quarter and 16.4 percent in the first half as a result
of the higher revenues combined with continued improvements in plant
productivity and linen management. Energy costs also moderated somewhat
during the quarter. In the second quarter, sales of the Manufacturing and
Marketing segment declined 4.7 percent and operating earnings fell by 65.3
percent compared to a year ago. Lower levels of purchases by new and
existing customers and slightly lower gross margins due to sales mix
produced a small operating loss at Angelica Image Apparel, the domestic
operations of this segment. The Canadian operations of this segment, on
the other hand, had excellent sales and earnings gains in the quarter and
first half. For the first half of the year, earnings of the Manufacturing
and Marketing segment were down 52.8 percent on a 0.3 percent decline in
sales. In the second quarter, operating expense reductions amounting to
approximately $4,000,000 on an annualized basis were implemented at
Angelica Image Apparel. These reductions are expected to benefit the
second half of the year. Second quarter sales at Life Retail Stores were
also affected by the current economic slowdown, declining 2.7 percent as a
result of a same-store sales decline of 6.2 percent. For the first half of
the year, sales increased 0.1 percent due to the opening of ten new stores
and sales from the catalogue and e-commerce distribution channels offset
by a same-store sales decline of 2.1 percent. However, sales through these
new distribution channels were lower than planned, and the new stores have
not yet made a positive contribution to earnings. Consequently, this
segment posted operating losses of $712,000 in the second quarter and
$773,000 in the first half, compared with earnings of $146,000 and
$689,000 in the second quarter and first half, respectively, a year ago.
Selling, general and administrative expenses increased 7.0 percent in the
second quarter compared with the same period last year. These expenses
increased as a percent of combined sales and textile service revenues from
24.8 percent to 25.8 percent in the quarter reflecting the sales declines
in Manufacturing and Marketing and Life Retail Stores. Corporate expenses,
including interest, increased 7.3 percent in the quarter due mainly to
reduced interest income on lower cash balances and lower interest rates.
3
Financial Condition
-------------------
The Company had working capital of $120,064,000 and a current ratio of 2.5
to 1 at July 28, 2001, down from $146,174,000 and 4.0 to 1 a year ago due
primarily to the reclassification from long-term debt to current
maturities of a $25,000,000 debt payment due December 31, 2001. The ratio
of long-term debt to debt-plus-equity was 25.0 percent at the close of the
quarter, down from 34.5 percent a year ago and 27.1 percent at the
beginning of the year.
Operating activities provided total cash flow of $1,702,000 in the first
half compared with $9,974,000 in the first half last year. This decrease
is primarily due to payments for the inventory build-up in last year's
fourth quarter in the Manufacturing and Marketing segment, coupled with
additional working capital requirements to support growth at Textile
Services. Cash used in investing activities was $6,281,000 compared with
cash used a year ago of $2,050,000. The difference is due mainly to
increased capital expenditures of $2,645,000 in the current year,
primarily to improve productivity and reduce utility costs in the Textile
Services segment and to open new Life Retail stores. Cash flows used in
financing activities decreased $2,679,000 in this year's first half
compared to the year earlier period, due mainly to a reduction in
dividends paid. Cash and short-term investments totaled $13,271,000 at
July 28, 2001, down from $18,435,000 a year ago and $20,311,000 at the
beginning of the year.
During the second quarter, the Company entered into two new loan
commitment agreements that made available to the Company up to $30,000,000
on a revolving credit basis for working capital and other purposes.
Shortly after the end of the quarter, on July 30, 2001, $15,000,000 of the
$25,000,000 of 9.15 percent interest-bearing debt maturing on December 31,
2001 was prepaid using $12,000,000 of proceeds from one of the agreements
plus cash on hand. The prepayment is expected to save approximately
$240,000 of net interest expense in the second half of this year.
Based on the Company's cash generation from operations, as well as its
strong working capital position, current ratio and ratio of long-term debt
to debt-plus-equity, Management believes that internal funds available
from operations plus external funds available from the issuance of
additional debt and/or equity as needed in the future, will be sufficient
for all planned operating and capital requirements, including
acquisitions.
Forward-Looking Statements
--------------------------
Any forward-looking statements made in this document reflect the Company's
current views with respect to future events and financial performance and
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties that may cause actual results to differ materially
from those set forth in these statements. These potential risks and
uncertainties include, but are not limited to, competitive and general
economic conditions, the ability to retain current customers and to add
new customers in competitive market environments, competitive pricing in
the marketplace, delays in the shipment of orders, availability of labor
at appropriate rates, availability and cost of energy and water supplies,
availability of non-domestic image apparel contractors to manufacture and
deliver at an appropriate cost and in a timely manner, the ability to
attract and retain key personnel, unusual or unexpected cash needs for
operations or capital transactions, and other factors which may be
identified in the Company's filings with the Securities and Exchange
Commission.
4
EXHIBIT A
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
Suite 300
Angelica [Logo] Chesterfield, Missouri 63017 3406
Tel: 314.854.3800
Fax: 314.854.3890
August 16, 2001
Dear Fellow Shareholder:
As indicated in our August 16, 2001 press release, second quarter results
were a disappointment and were below last year's comparable quarter by a
significant amount. Earnings per share for the quarter were $.10 compared to
$.21 a year ago, as the weak economy drove down sales and earnings for two
of our three business segments.
Second quarter combined sales and textile service revenues increased 2.7
percent to $117,002,000 from $113,940,000 in the same period last year.
Pretax income was $1,399,000 in the quarter compared with $2,868,000 last
year, and net income decreased 50.5 percent to $895,000 from $1,807,000 in
last year's second quarter. For the first half of this year, combined sales
and textile service revenues were $236,475,000 compared with $227,192,000 in
last year's first half, an increase of 4.1 percent. Pretax income of
$3,663,000 compared with $5,371,000 in the prior year's first half, and net
income was $2,344,000 versus $3,384,000 in the same period last year, a
decrease of 30.7 percent. Earnings per share in the first half this year
were $.27 compared with $.39 last year.
Fortunately, our largest business segment, Textile Services, had a very
strong quarter, both in terms of revenues and earnings. Revenues in this
segment increased 8.2 percent to $64,846,000 compared with $59,920,000 in
the second quarter last year, and operating earnings increased 24.9 percent
in the quarter to $4,831,000 compared with $3,868,000 last year. In
comparing the first half of this year to last, revenues have increased by
$9,722,000 or 8.1 percent, and earnings have increased by $1,348,000 or 16.4
percent. The investments that we have made in labor-saving and
energy-efficient equipment have begun to have a positive effect on the
bottom line. Just as significantly, the closing of value-destroying
operations over the past three years has also helped us to improve earnings.
Value-adding sales growth has occurred in this segment as a result of our
rebuilding the sales force and our focus on customer profitability and
improved customer service. New business additions, net of customer losses,
were at record high levels for both the second quarter and first half of
this year. Textile Services serves the healthcare industry primarily, and
while not recession proof, this industry is certainly more recession
resistant than many other market segments that we serve at Angelica. The
healthcare industry, while still under intense cost pressure, is in the best
financial condition that it has been in a number of years. We intend to
allocate additional resources to the Textile Services segment in order to
leverage our commitment to add more shareholder value.
In the second quarter, the Manufacturing and Marketing segment's sales
(before inter-segment sales) declined 4.7 percent to $37,156,000 compared
with $38,978,000 last year. Operating earnings fell to $714,000 compared
with $2,055,000 in the same quarter last year, a decline of 65.3 percent. We
did add a number of new customers, but they purchased less than we expected,
and existing customers purchased less this year than last as well. We
believe that the weak economy is the principal reason for the sales
shortfall, as our customers are reducing purchases to essential levels
wherever possible. The Canadian operations of this segment, on the other
hand, had excellent growth in sales and earnings for the quarter and first
half; however, their positive results could not offset the declines at
Angelica Image Apparel, the domestic operations. On an annualized basis, we
have already reduced operating expenses at Image Apparel by approximately
$4,000,000 and are currently implementing another round of expense
reductions totaling another $1,000,000. These reductions will help us to
achieve improved earnings in the second half of the year. Other corrective
actions include gross
www.angelica-corp.com
margin improvement - through responsible pricing and improved sourcing of
products non-domestically - as well as inventory reduction and simplifying
the business wherever possible. This business segment had experienced
positive increases in earnings in each of the last three fiscal years, and
it is a disappointment to take a step backward in our turnaround efforts in
the first half of this year.
Life Retail was the other business segment suffering sales and earnings
declines for the quarter and year to date, also largely due to an unexpected
weak economy. In the second quarter, Life Retail had a same-store sales
decline of 6.2 percent, the first such decline in two and one-half years.
Overall, second quarter sales declined 2.7 percent to $20,774,000 compared
with $21,355,000 last year. This segment had an operating loss of $712,000
in the second quarter compared with operating earnings of $146,000 in last
year's quarter. While an estimated 25 percent of nationwide healthcare
apparel sales are purchased from the catalogue and e-commerce channels, Life
Retail was not represented in these channels until recently. The entry cost
of this has been higher than planned, primarily due to slower sales growth
than we expected, but clearly Life needs to sell products through these
channels. New store openings, which have totaled ten so far this year, also
negatively affected earnings in this segment, but should contribute
positively in the future. On the plus side, gross margins have increased in
the segment this year and were at a two-year high in July. Healthcare
employment continues to grow, although it appears that many healthcare
employees are curtailing uniform apparel purchases at this time. We expect
some recovery in earnings in the second half of the year as a result of
expense control measures (including a freeze on new store openings) and are
encouraged for the future when the economy strengthens.
Angelica's results so far this year are bittersweet. We are encouraged by
the revenue and strong earnings growth trend in our largest business
segment, Textile Services, but are discouraged by the lack of sales growth
in the Manufacturing and Marketing and Life Retail business segments and the
corresponding reduction in operating earnings. As we all know, business is
not without risk, and in hindsight some of the decisions that we made to
grow sales and earnings responsibly in these segments perhaps were ill
advised given current economic conditions. Now it is up to Management to
make corrections, while at the same time being careful not to overreact. It
is not unlike changing a flat tire on a moving car.
Responsible revenue growth, attraction and retention of managerial talent,
and avoiding margin erosion are the three biggest challenges facing CEOs in
corporate America today. We face these as well, and by focusing our efforts
on this challenge triumvirate, we believe we will continue to perform
exceptionally well in our Textile Services segment and will be able to
improve our results at Life Retail and Manufacturing and Marketing.
However, because there seems little hope of economic recovery until early
next year and assuming no worsening in the meantime, we expect Angelica's
results for fiscal 2002 to be equal to or possibly five percent less than
the $.76 per share we earned last year. When the economy strengthens, we
expect Angelica's value-building strategies will be rewarded and that
shareholder value will improve.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and Chief Executive Officer
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
Second Quarter Ended First Half Ended
----------------------- -----------------------
July 28, July 29, July 28, July 29,
2001 2000 2001 2000
-------- -------- -------- --------
Textile service revenues $ 64,846 $ 59,920 $130,333 $120,611
Net sales 52,156 54,020 106,142 106,581
-------- -------- -------- --------
117,002 113,940 236,475 227,192
-------- -------- -------- --------
Cost of textile services 51,480 47,947 102,792 95,816
Cost of goods sold 31,522 32,868 64,433 64,652
-------- -------- -------- --------
83,002 80,815 167,225 160,468
-------- -------- -------- --------
Gross profit 34,000 33,125 69,250 66,724
-------- -------- -------- --------
Selling, general and
administrative expenses 30,219 28,243 61,401 57,090
Interest expense 2,019 2,069 4,047 4,161
Other expense (income), net 363 (55) 139 102
-------- -------- -------- --------
32,601 30,257 65,587 61,353
-------- -------- -------- --------
Income before income taxes 1,399 2,868 3,663 5,371
Provision for income taxes 504 1,061 1,319 1,987
-------- -------- -------- --------
Net income $ 895 $ 1,807 $ 2,344 $ 3,384
======== ======== ======== ========
Basic and diluted earnings per share * $ 0.10 $ 0.21 $ 0.27 $ 0.39
======== ======== ======== ========
Dividends per common share $ 0.08 $ 0.08 $ 0.16 $ 0.32
======== ======== ======== ========
Comprehensive income, consisting of net income and foreign currency
translation adjustments, totaled $917 and $1,820 for the quarters ended
July 28, 2001 and July 29, 2000, respectively; and $2,290 and $3,240 for
the first halves ended July 28, 2001 and July 29, 2000, respectively.
Certain amounts in the prior year have been reclassified to conform to
current year presentation.
For fiscal year 2002, the effective tax rate was adjusted downward from
37.0 percent to 36.0 percent to reflect lower actual state tax expense
levels.
* Based upon weighted average number of common and common equivalent
shares outstanding of 8,696,067 and 8,710,485 for fiscal periods of 2002
and 2001, respectively.
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
July 28, January 27,
2001 2001
-------- -----------
ASSETS
------
Current Assets:
Cash and short-term investments $ 13,271 $ 20,311
Receivables, less reserve of $3,222 and $2,581 56,071 54,983
Inventories:
Raw material 21,321 27,223
Work in progress 3,667 5,895
Finished goods 63,371 58,726
-------- --------
88,359 91,844
Linens in service 33,399 32,846
Prepaid expenses and other current assets 7,031 5,733
-------- --------
Total Current Assets 198,131 205,717
-------- --------
Property and Equipment 209,272 204,146
Less -- reserve for depreciation 123,831 119,026
-------- --------
85,441 85,120
-------- --------
Goodwill 5,128 5,341
Other acquired assets 1,792 2,659
Cash surrender value of life insurance 22,929 22,628
Miscellaneous 4,633 4,819
-------- --------
34,482 35,447
-------- --------
Total Assets $318,054 $326,284
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 31,854 $ 27,841
Accounts payable 19,706 27,445
Accrued expenses 26,507 25,982
-------- --------
Total Current Liabilities 78,067 81,268
-------- --------
Long-Term Debt, less current maturities 55,264 60,963
Other Long-Term Obligations 18,835 19,734
Shareholders' Equity:
Preferred Stock:
Class A, Series 1, $1 stated value,
authorized 100,000 shares, outstanding: None -- --
Class B, authorized 2,500,000 shares, outstanding: None -- --
Common Stock, $1 par value, authorized 20,000,000
shares, issued: 9,471,538 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 168,647 168,677
Accumulated other comprehensive income (2,034) (1,980)
Common Stock in treasury, at cost: 864,732 and 929,070 (14,393) (16,046)
-------- --------
165,888 164,319
-------- --------
Total Liabilities and Shareholders' Equity $318,054 $326,284
======== ========
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
First Half Ended
------------------------------
July 28, 2001 July 29, 2000
------------- -------------
Cash Flows from Operating Activities:
Net income $ 2,344 $ 3,384
Non-cash items included in net income:
Depreciation 6,262 6,581
Amortization of acquisition costs 1,080 1,195
Change in working capital components,
net of businesses acquired/disposed of (6,970) (2,032)
Other, net (1,014) 846
------- -------
Net cash provided by operating activities 1,702 9,974
------- -------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (6,583) (3,938)
Disposals of businesses and property 302 1,888
------- -------
Net cash used in investing activities (6,281) (2,050)
------- -------
Cash Flows from Financing Activities:
Long-term debt repayments (1,686) (1,865)
Dividends paid (1,373) (2,778)
Repurchase of stock -- (416)
Other, net 598 (81)
------- -------
Net cash used in financing activities (2,461) (5,140)
------- -------
Net (decrease) increase in cash and short-term investments (7,040) 2,784
Balance at beginning of year 20,311 15,651
------- -------
Balance at end of period $13,271 $18,435
======= =======
Supplemental cash flow information:
Income taxes paid $ 2,982 $ 3,318
Interest paid $ 4,138 $ 3,667
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
Second Quarter Ended First Half Ended
----------------------- -----------------------
July 28, July 29, July 28, July 29,
2001 2000 2001 2000
-------- -------- -------- --------
Sales and textile service revenues:
Textile Services $ 64,846 $ 59,920 $130,333 $120,611
Manufacturing and Marketing 37,156 38,978 74,797 75,014
Retail Sales 20,774 21,355 44,677 44,646
Intersegment sales (5,774) (6,313) (13,332) (13,079)
-------- -------- -------- --------
$117,002 $113,940 $236,475 $227,192
======== ======== ======== ========
Earnings:
Textile Services $ 4,831 $ 3,868 $ 9,572 $ 8,224
Manufacturing and Marketing 714 2,055 1,533 3,251
Retail Sales (712) 146 (773) 689
Interest, corporate expenses and
other, net (3,434) (3,201) (6,669) (6,793)
-------- -------- -------- --------
$ 1,399 $ 2,868 $ 3,663 $ 5,371
======== ======== ======== ========
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
First Half Ended
----------------------------
July 28, July 29,
2001 2000
---------- ----------
Working capital $ 120,064 $ 146,174
Current ratio 2.5 to 1 4.0 to 1
Long-term debt $ 55,264 $ 86,287
Shareholders' equity $ 165,888 $ 163,521
Percent long-term debt to debt and equity 25.0% 34.5%
Equity per common share $ 19.27 $ 18.93
Common shares outstanding 8,606,806 8,638,057
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Forward-Looking Statements:
Any forward-looking statements made in this document reflect the
Company's current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements are
subject to certain risks and uncertainties that may cause actual results
to differ materially from those set forth in these statements. These
potential risks and uncertainties include, but are not limited to,
competitive and general economic conditions, the ability to retain
current customers and to add new customers in competitive market
environments, competitive pricing in the marketplace, delays in the
shipment of orders, availability of labor at appropriate rates,
availability and cost of energy and water supplies, availability of
non-domestic image apparel contractors to manufacture and deliver at an
appropriate cost and in a timely manner, the ability to attract and
retain key personnel, unusual or unexpected cash needs for operations or
capital transactions, and other factors which may be identified in the
Company's filings with the Securities and Exchange Commission.
----------------------------------------------------------------------------
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders
--------------------------------------------
At the Annual Meeting of Shareholders held on May 30, 2001, the only matter
submitted to a vote of shareholders was the election of Directors.
The following Directors were elected to the following terms (or until a
successor is elected and has qualified or until his or her earlier death,
resignation or removal):
Votes Votes
Name "For" "Withheld"
---- ----- ---------
For Term expiring at the 2003 Annual Meeting:
Alan C. Henderson........................... 7,905,474 70,373
Stephen M. O'Hara........................... 7,909,048 66,799
For Term expiring at the 2004 Annual Meeting:
Susan S. Elliott............................ 7,909,734 66,113
Don W. Hubble............................... 7,915,746 60,101
Kelvin R. Westbrook......................... 7,909,748 66,099
The following Directors are continuing current terms expiring at the 2002
Annual Meeting: Charles W. Mueller and Dr. William A. Peck. The following
Director is continuing a current term expiring at the 2003 Annual Meeting:
David A. Abrahamson.
Brokers were permitted to vote on the election of Directors in the absence of
instructions from street-name holders; therefore broker non-votes did not
occur in that matter.
6
Item 6. Exhibit and Reports on Form 8-K
---------------------------------------
(a) See Exhibit Index included herein on pages 8-11.
(b) Reports on Form 8-K - A report on Form 8-K was furnished under Item 9 on
August 23, 2001, containing the Quarterly Report to Shareholders dated
August 16, 2001 and mailed to Shareholders on August 23, 2001 as an
exhibit, pursuant to Regulation FD.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Angelica Corporation
----------------------------------
(Registrant)
Date: September 6, 2001 /s/ T. M. Armstrong
----------------------------------
T. M. Armstrong
Senior Vice President-
Finance and Administration
Chief Financial Officer
(Principal Financial Officer)
/s/ James W. Shaffer
----------------------------------
James W. Shaffer
Vice President and Treasurer
(Principal Accounting Officer)
7
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------ --------
*Asterisk indicates exhibits filed herewith.
**Incorporated by reference from the document listed.
3.1 Restated Articles of Incorporation of the Company, as currently
in effect. Filed as Exhibit 3.1 to the Form 10-K for the fiscal
year ended January 26, 1991.**
3.2 Current By-Laws of the Company, as last amended March 27, 2001.
Filed as Exhibit 3.2 to the Form 10-K for the fiscal year ended
January 27, 2001.**
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit 1
to Registration Statement on Form 8-A on August 28, 1998.**
4.2 10.3% and 9.76% Senior Notes to insurance company due annually to
2004, together with Note Facility Agreement. Filed as Exhibit 4.2
to the Form 10-K for the fiscal year ended January 27, 1990.**
4.3 9.15% Senior Notes to insurance companies due December 31, 2001,
together with Note Agreements and First Amendment thereto. Filed as
Exhibit 4.3 to the Form 10-K for the fiscal year ended February 1,
1992.**
4.4 8.225% Senior Notes to Nationwide Life Insurance Company, American
United Life Insurance Company, Aid Association for Lutherans
(reissued to Nimer & Co. as of August 1, 1998), and Modern Woodmen
of America due May 1, 2006, together with Note Agreement. Filed as
Exhibit 4.4 to the Form 10-Q for the fiscal quarter ended July 29,
1995.**
Note: No other long-term debt instrument issued by the
Registrant exceeds 10% of the consolidated total assets of the
Registrant and its subsidiaries. In accordance with Item
601(b) (4) (iii) (A) of Regulation S-K, the Registrant will
furnish to the Commission upon request copies of long-term
debt instruments and related agreements.
10.1 Angelica Corporation 1994 Performance Plan (as amended 1/31/95).
Filed as Exhibit 10.1 to the Form 10-K for fiscal year ended
January 28, 1995.**
10.2 Form of Participation Agreement for the Angelica Corporation
Management Retention and Incentive Plan (filed
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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.**
10.3 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to the
Form 10-K for fiscal year ended February 1, 1992.**
10.4 Angelica Corporation Supplemental Plan restated as of September
1, 2000. Filed as Exhibit 10.6 to the Form 10-Q for fiscal quarter
ended October 28, 2000.**
10.5 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 the Form 10-K for fiscal year ended January 25, 1997.**
10.6 Deferred Compensation Option Plan for Directors. Filed as Exhibit
19.8 to the Form 10-K for fiscal year ended January 26, 1991,
incorporating all amendments thereto through the date of this
filing.**
10.7 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1, 1992.**
10.8 Management Retention Trust. Filed as Exhibit 19.4 to the Form
10-K for fiscal year ended February 1, 1992.**
10.9 Performance Shares Plan for Selected Senior Management
(restated). Filed as Exhibit 19.3 to the Form 10-K for fiscal year
ended January 26, 1991.**
10.10 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January 26,
1991.**
10.11 Restated Deferred Compensation Plan for Non-Employee Directors.
Filed as Exhibit 10 (v) to the Form 10-K for fiscal year ended
January 28, 1984, incorporating all amendments thereto through the
date of this filing. The last amendment thereto was filed as
Exhibit 10.25 to Form 10-K for the fiscal year ended January 28,
1995.**
10.12 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through August 1, 1999). Filed as
Exhibit 10.16 to the Form 10-K for the fiscal year ended January 29,
2000.**
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10.13 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 the Form 10-Q for fiscal quarter ended July 27, 1996.**
10.14 Angelica Corporation 1994 Non-Employee Directors Stock Plan. Filed
as Appendix A of the Company's Proxy Statement for the Annual
Meeting of Shareholders held on May 23, 1995 and incorporating all
amendments thereto through the date of this filing. The last
amendment thereto was filed as Exhibit 10.35 to the Form 10-K for
fiscal year ended January 31, 1998.**
10.15 Specimen form of Stock Option Agreement under the Angelica
Corporation 1994 Performance Plan.*
10.16 Specimen form of Stock Option Agreement under the Angelica
Corporation 1999 Performance Plan.*
10.17 Form of Indemnification Agreement between the Company and each
of its directors and executive officers (filed as Exhibit 10.22 to
the Form 10-K for fiscal year ended January 30, 1999).** An
amended schedule identifying the directors and current executive
officers who have executed such agreements was filed as Exhibit
10.20 to the Form 10-K for fiscal year ended January 27, 2001.**
10.18 Employment Agreement between the Company and Theodore M. Armstrong,
dated January 1, 2000. Filed as Exhibit 10.23 to the Form 10-K for
the fiscal year ended January 29, 2000.**
10.19 Employment Agreement between the Company and Don W. Hubble, dated
December 12, 1997. Filed as Exhibit 10.30 to the Form 10-K for
fiscal year ended January 31, 1998.**
10.20 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.**
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10.21 Non-Qualified Stock Option Agreement between the Company and Don W.
Hubble dated January 2, 1998. Filed as Exhibit 10.32 to the Form
10-K for fiscal year ended January 31, 1998.**
10.22 Employment Agreement between the Company and Charles D. Molloy,
Jr., dated October 1, 1999. Filed as Exhibit 10.29 to the Form
10-Q for fiscal quarter ended October 30, 1999.**
10.23 Employment Agreement between the Company and Steven L. Frey,
dated March 1, 2001. Filed as Exhibit 10.27 to the Form 10-K for
fiscal year ended January 27, 2001.**
10.24 Angelica Corporation 1999 Performance Plan. Filed as Appendix A
of the Company's Proxy Statement for the Annual Meeting of
Shareholders held May 25, 1999.**
10.25 Employment Agreement between the Company and Denis R. Raab, dated
August 23, 1999. Filed as Exhibit 10.32 to the Form 10-Q for
fiscal quarter ended October 30, 1999.**
10.26 Employment Agreement between the Company and Daniel J. Westrich,
dated October 1, 1999. Filed as Exhibit 10.33 to the Form 10-Q for
fiscal quarter ended October 30, 1999.**
10.27 Employment Agreement between the Company and James W. Shaffer,
dated October 1, 1999. Filed as Exhibit 10.34 to the Form 10-Q for
fiscal quarter ended October 30, 1999.**
10.28 Employment Agreement between the Company and Edward P. Ryan,
dated November 5, 1999. Filed as Exhibit 10.33 to the Form 10-Q
for fiscal quarter ended April 29, 2000.**
10.29 Employment Agreement between the Company and Paul R. Anderegg,
dated February 1, 2001. Filed as Exhibit 10.33 to the Form 10-K
for fiscal year ended January 27, 2001.**
10.30 Restricted Stock Agreement between the Company and Edward P. Ryan,
dated April 1, 2001. Filed as Exhibit 10.34 to the Form 10-K for
fiscal year ended January 27, 2001.**
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