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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): FEBRUARY 21, 2005
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)
NOT APPLICABLE
(Former name or former address if changed since last report)
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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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 21, 2005 the Compensation and
Organization Committee of the Board of Directors of the Registrant
established the performance criteria applicable to the Registrant's
short-term incentive program for the 2005 fiscal year. All of the
executive officers of the Registrant participate in this program,
which will pay cash bonuses to participants after completion of the
fiscal year if certain pre-established levels of performance under
designated criteria are met or exceeded for the fiscal year. The
performance measures under the program for the executive officers are
earnings per share, revenue, gross margins, operating income and net
cash flow. Each of the executive officers also have personal goals
that are specific to the officer's job position. Actual amounts
payable as a cash bonus can range from 10% to 80% of the executive
officer's base salary (100% in the case of the President and Chief
Executive Officer), based upon the extent to which the performance
measures under each of the criteria designated above are met, exceeded
or below established targets.
In addition, at the same meeting, the Compensation
and Organization Committee discussed the results of the performance
evaluation of Stephen M. O'Hara, President and Chief Executive
Officer. On the basis of the results of this evaluation, the Committee
authorized an increase in Mr. O'Hara's base salary to $405,000 from
$380,000, effective September 15, 2004, the one-year anniversary of
Mr. O'Hara's employment.
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: February 25, 2005
ANGELICA CORPORATION
By: /s/ James W. Shaffer
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James W. Shaffer
Vice President, Treasurer and
Chief Financial Officer