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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): SEPTEMBER 9, 2004
ANGELICA CORPORATION
(Exact name of Company as specified in its charter)
MISSOURI 1-5674 43-0905260
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
424 SOUTH WOODS MILL ROAD
CHESTERFIELD, MISSOURI 63017-3406
(Address of principal executive offices) (Zip Code)
(314) 854-3800
(Company's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Angelica Corporation has entered into employment
agreements, dated as of September 9, 2004, with each of its following
executives: Paul R. Anderegg, Vice President of the Company and President of
the Company's Textile Services business operations, Steven L. Frey, Vice
President, General Counsel and Secretary of the Company, and James W.
Shaffer, Vice President, Treasurer and Chief Financial Officer of the
Company. These new employment agreements replace and supercede the named
executive's existing employment agreements with the Company.
The employment agreements provide for the following annual
base salaries: Mr. Anderegg, $300,000; Mr. Frey, $185,000; and Mr. Shaffer,
$175,000. Each executive shall also have the opportunity to earn a maximum
of 80% of his annual base salary in the form of an annual incentive bonus
and 50% of his annual base salary in long-term incentive bonus awards upon
meeting criteria to be set by the Company's Board of Directors.
Each of Messrs. Anderegg, Frey and Shaffer's respective
employment agreements provide for salary continuation upon termination
without cause or for good reason not in connection with a change in control
transaction. Upon such employment termination, Mr. Anderegg's salary
continues for a twenty-four-month period, the last twelve months of which
his compensation shall be offset by any compensation he receives through new
employment, and the respective salaries of Messrs. Frey and Shaffer continue
for a twelve-month period.
Upon termination of Mr. Anderegg's employment without
cause or for good reason in the non-change in control context, all stock
options he has been granted through the Company's stock-based compensation
plans or stock option agreements that are not otherwise expired and that are
scheduled to vest in accordance with their terms within twelve months of
such termination shall vest and those options and his other vested stock
options shall continue to be exercisable according to their respective
terms. In addition, Mr. Anderegg shall be entitled to continuation of health
benefits until such benefits are covered by a new employer or such
twenty-four-month period has ended, whichever occurs first.
If the employment of Messrs. Anderegg, Frey or Shaffer is
terminated in anticipation of, or within two years following, a change in
control transaction without cause or for good reason, then under the terms
of each employment agreement the terminated executive will receive a
lump-sum severance payment equal to 1.5 times his then-current annual salary
and immediate vesting of all stock options and restricted stock that he
holds that have not expired in accordance with their respective plan or
award or grant agreement terms. Each of the executives will also be entitled
to the continuation of health benefits for twenty-four months after
termination (unless such benefits are covered by a new employer prior to
such time) and to five years of credit for purposes of computing the
executive's benefits under the Company's Supplemental Retirement Plan.
Each of the employment agreements also contains
non-compete and non-diversion covenants that extend for one year after
termination of the respective executive's employment as well as
confidentiality provisions protecting the confidential data and information
of the Company.
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This description of the employment agreements with each of
Messers. Anderegg, Frey and Shaffer is qualified by reference to the
complete agreements that are attached as Exhibits 99.1, 99.2 and 99.3 hereto
and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Employment Agreement, dated September 9,
2004, by and between the Company and Paul R.
Anderegg.
99.2 Employment Agreement, dated September 9,
2004, by and between the Company and Steven
L. Frey.
99.3 Employment Agreement, dated September 9,
2004, by and between the Company and James
W. Shaffer.
* * *
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 9, 2004
ANGELICA CORPORATION
By: /s/ James W. Shaffer
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James W. Shaffer
Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Employment Agreement, dated September 9, 2004, by and
between the Company and Paul R. Anderegg.
99.2 Employment Agreement, dated September 9, 2004, by and
between the Company and Steven L. Frey.
99.3 Employment Agreement, dated September 9, 2004, by and
between the Company and James W. Shaffer.
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